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HomeMy WebLinkAbout08/20/2025 Agreement GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: September 4, 2025 TO: Alan MacEachern, Director Information Technology FROM: Liz Yongue, Deputy Clerk SUBJECT: August 20, 2025 BOCC Meeting The following item has been executed and added to the record: C30 Agreement with RecTrac, LLC, d/b/a Vermont Systems, for a software application to manage Recreational Program Registration and Facility Reservations at various parks and public facilities within Monroe County;providing for annual license and support fees to be paid once per year for five (5)years for a total estimated aggregate cost of$60,779.00. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 AGREEMENT between MONROE COUNTY, FL and RECTRAC, LLC d/b/a Vermont Systems for Recreational Program Registration& Facility Reservations Software THIS AGREEMENT is made and entered into this 20th day of August . 2025 . by and between the Monroe County, Florida, a political subdivision of the State of Florida, with principal offices located at 1100 Simonton Street, Key West, FL 33040 (the "County") and RECTRAC, LLC, d/b/a Ven-nont Systems, a Delaware limited liability company with principal offices located at 12 Market Place, Essex Junction, VT 05452 (the "Contractor") to provide software and services to manage Recreational Program Registration and Facility Reservations at various parks and public facilities within Monroe County, as more specifically described herein. Now therefore, in exchange for good and sufficient consideration,the parties hereby agree to the following terms and conditions- 1) The Contract Documents The contract documents consist of this Agreement,the Contractor's mandatory documents attached and incorporated herein as "Composite Exhibit A,"® Vermont Systems Services Agreement, Vermont Systems Service Level Agreement (Support), Hosting Services Addendum, PayTrac Payment Services Addendum, PayTrac Payment Service Terms and Conditions & Schedule A, and the Sub-Merchant Application and Agreement (SMAA); and the Monroe County Price Proposal, attached and incorporated herein as"Exhibit B" - Quote Number QUO-17972-S5Q5139. In the event of a conflict between the aforementioned documents, any duly executed amendment to this Agreement (in reverse numerical order)will control,then this Agreement,and then followed by "Exhibit B,"and then"Composite Exhibit A," in that order. 2) The Work/Services The Contractor must perform all work for the County required by this Agreement, and as set forth below: a) Contractor will furnish all SaaS, software/subscription licenses, labor, support, materials, and equipment necessary as indicated in "Composite Exhibit A," and "Exhibit B." b) Contractor must comply with any and all Federal, State, and local laws and regulations now in efTect,or hereinafter enacted during the to of this Agreement, which are applicable to the Contractor, its employees, agents or subcontractors, if any, with respect to the work and services described herein. Contractor shall maintain throughout the term of this Agreement appropriate licenses,as applicable and necessary for the services provided. C) Consistent with the purchasing limitations set forth in paragraph 5, herein, the County may administratively order changes (add or remove) to the approved number of licenses and/or services provided by Contractor. This may be accomplished by means of a written order, proposal, or purchase document in which Contractor agrees to provide and County agrees to purchase more(or less) licenses and/or services detailed within a given scope of work, so long as such written document does not add or change the terms and conditions provided in this Agreement. An administratively approved add-on (expense added amendment) Page 1 of 15 Must be executed by the County Administrator, or designee, and attached as an exhibit to this Agreement. If the County should elect to suspend, discontinue, Support and/or maintenance services for any or all of the licenses,the County may do so upon ninety(90)days' prior written notice,with the applicable fees prorated for the applicable term. 3) Contract Amount& Payment Contractor will perforin contract requirements with pricing pursuant to "Exhibit B" Quote Number QUO-17972-S5QSB9, and more specifically the cost for the I' year is $18,048 (prorated for the portion of the to that started on August 1, 2025 leading up to the commencement date hereof). Payment the County of an undisputed invoice submitted by the Contractor will be processed within 30 business days after being stamped as received, or otherwise as provided in accordance with the Florida Prompt Payment Act, Section 218.735, Fla. Stat,,as amended. County is exempt from payment of Florida State Sales and Use taxes. Additionally,the Contractor Must submit invoices that are acceptable to the Monroe County Clerk and Comptroller(County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws, rules and regulations as may govern the disbursal of funds by the County Clerk. 4) Agreement Subject to Funding The County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn,this Agreement is terminated, and the County has no further obligation tinder the to of this Agreement to the Contractor beyond that already incurred by the termination date. 5) Contract Term The contract period commences on the date first written above, and will expire on August 1, 2030, unless extended in writing by mutual agreement of the parties. A renewal of this Agreement may be accomplished in one (1) year intervals by the County Administrator exercising her administrative approval authority vested pursuant to the Monroe County Purchasing Policy, so long as all renewals are made expressly Subject to the same terms and conditions as provided herein. This Agreement may be extended for up to two (2) successive one(1)year periods(each a"Renewal Term").Notwithstanding the above, any renewal authorized administratively must not exceed the total value of 100,000. without the vrior formal approval of the Monroe County Board of County Commissioners.As used herein,the"total value"is calculated.by adding the value of each administratively gooroved renewal, Plus any value-added amend eats® after the Monroe County Board of County Commissioners' most recent fon-nal aDoroval. 6) Contract Extension Beyond the Term In the event services are scheduled to end because of the expiration of this contract, the Contractor must continue the service upon the request of the County's Contract Administrator. The extension period will not extend for more than ninety(90)days beyond the expiration date of the existing contract. The Contractor will be compensated for the service at the rate(s) in effect when the County invokes this extension clause. 7) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the County's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Page 2 of 15 Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law, Assignment and Subcontracting Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Monroe County Board of County Commissioners. This Agreement, or any portion thereof, must not be subcontracted without the prior written consent of the County nor may the Contractor assign any monies due or to become due to him or her,without the previous written consent.Notwithstanding anything to the contrary, Contractor may assign this Agreement in its entirety, without the County's prior consent, to an affiliate who owns 50% or more of the company, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the Contractor's assets. Termination In the event that the Contractor is found to be negligent in any aspect of service,the County shall have the right to terminate this Agreement after thirty (30)days' written notification to the Contractor. a) Termination for Cause and Remedies: In the event of breach of any contract terms, the County retains the right to terminate this Agreement. The County may also terminate this Agreement for cause with Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such tertnination, prior to termination,the County shall provide Contractor with thirty (30) calendar days' written notice and provide the Contractor with an opportunity to cure the breach that has occurred, If the breach is not cured,the Agreement will be ten-ninated for cause. If the County terminates this Agreement with the Contractor, County shall pay Contractor the sum due the Contractor under this Agreement prior to termination, unless the cost of completion to the County exceeds the funds remaining in the contract; however, the County reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to Contractor shall not in any event exceed the spending cap in this Agreement. In addition, the County reserves all rights available to recuperate monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Section 2-721 et al,oft e Monroe County Code. b) Termination for Convenience: The County may terminate this Agreement for convenience,at any time, upon ninety(90)days' written notice to Contractor. If the County tenninates this Agreement with the Contractor, County shall pay Contractor the sum due as of the appointed termination date, unless the cost of completion of the remaining work under the Agreement exceeds the funds remaining in the contract. The maximum amount due to Contractor shall not exceed the spending cap in this Agreement Remedies The County reserves the right to recover any direct damages incurred as a result of the failure of the Contractor to perform in accordance with the requirements of this Agreement, or for losses sustained by the County resultant from the Contractor's failure to perform in accordance with the requirements of this Agreement. Page 3 of 15 11) Data Management; Data Security Standards.Contractor must agree to comply with the County's written demands regarding cooperation (and any applicable financial responsibilities) for timely data breach incident reporting, response activities/fact- gathering, public and other governmental agency notification requirements, severity level assessment, and after-action reporting, consistent with Sections 282.3185(5) & (6), and 501.171, Fla. Stats.,as amended from time to time. For any system integration between the County's network systems and that of the Contractor, the Contractor hereby agrees to comply with ISO/IEC 27001 or at least as stringent similar standard for its internal system, at a minimum, and any unique integration requirements of the County's network and information technology systems. 12) Insurance Requirements As a pre-requisite of the work and services governed by, or the goods supplied under, this contract,the Contractor shall obtain,at his/herown expense, insurance as specified herein. The Contractor will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the Contractor. Alternatively, the Contractor may require all Subcontractors to obtain insurance consistent with the attached schedules. The Contractor will not be pen-nitted to commence work governed by this contract until satisfactory evidence of the required insurance has been furnished to the County as specified below. Delays in the commencement of work, resulting from the failure of the Contractor to provide satisfactory evidence of the required insurance,shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the Contractor's failure to provide satisfactory evidence. The Contractor shall maintain the required insurance throughout the entire to of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced.The Contractor will be held responsible for all deductibles and self-insured retentions that may be contained in the Contractor's Insurance policies. The Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either: Certificate of Insurance; or a Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies Must specify that they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contract or imposed by law, The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for "Waiver of Insurance Requirements" and approved by Monroe County Risk Management Department. Contractor shall furnish to the County Certificates of Insurance indicating the minimum coverage limitations in the following amounts: a) WORKERS COMPENSATION AND EMPLOVER'S LIABILTIY INSURANCE. Where applicable, coverage to apply for all employees at the minimum statutory limits as required by Florida Law, and Employee's Liability coverage in the amount of$100,,000.00 bodily injury by accident, $50-0 000, bodily injury by disease, policy limits, and 00 JIDQ.0.00 bodily injury by disease, each employee. b) COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of not less than per occurrence, Page 4 of 15 combined single limit for Bodily Injury Liability and Property Darnage Liability. If single limits are provided, the minimum acceptable limits are S per person,S3"0"0"00'0,00'per Occurrence,and$1_00 000, property damage. Coverage shall include all owned vehicles,all non-owned vehicles,and all hired vehicles. c) COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits of liability of not less than $500000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Such coverage must include, as a rninimum: Premises Operations, Products and Completed Operations, Blanket Contractual Liability, and Personal Injury Liability. An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, it.,., provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend fora minimum of twelve (12) months following the acceptance of work by the County, d) CYBER ® Contractor must carry Cyber Liability Insurance with limits not less than $ and such coverage is required for the benefit of the County throughout the to of this Agreement. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken the Contractor pursuant to this Agreement, and shall include, but not be limited to, information theft, damage to or destruction of electronic information, release of private information, liability of third parties for failure to handle, manage, store, and control personal identifiable infon-nation, alteration of electronic information, extortion, network security, legal fees, judgements, settlements, forensic experts, and public relations efforts. The policy shall provide coverage for regulatory fines and penalties as well as credit monitoring expenses. Coverage must include data breach, network security liability, internet media, network extortion, regulatory proceedings, PCI fines and costs. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, 1100 SIMONTON STREET, KEY WEST, FLORIDA 33040, MUST BE NAMED AS ADDITIONAL INSUREDAND CERTIF ICE ATEMOLDER ONALL POLICIESEXCEPT WORKER'S COMPENSATION. In the event that the Contractor Subcontracts any or all of the work in this contract to any third party, the Contractor specifically agrees to identify the County as an additional insured on all insurance policies required by the County. In addition, the Contractor specifically agrees that all agreements or contracts of any nature with its subcontractors shall include the County as additional insured. 13) Indemnification & Hold Harmless The parties agree that one percent (1%) of the total compensation paid to Contractor for the work or services under this Agreement constitutes specific consideration to Contractor for the indemnification to be provided under the Agreement. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, Contractor will release, indemnify,and reimburse Monroe County and its officers, employees, and agents ("Indemnitees") for actual losses, costs, or expenses (including reasonable attorneys' fees and court costs) incurred arising directly from (a) Contractor's material breach of this Agreement,or(b)the negligent acts or omissions of Contractor or its employees or agents in the performance of this Agreement. Contractor's total cumulative obligation under this section will not exceed, in the aggregate, the total value of insurance coverage limits provided pursuant to this Agreement. The only exclusion from the release and indemnification obligations provided herein is when the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts Page 5 of 15 or omissions of the County or any of its employees, agents, contractors or invitees(other than the Contractor). Furthermore, Contractor agrees to defend, indemnify, and hold harmless the County, its elected and appointed officials, employees, and agents from all such claims, fees, royalties, or costs for its use of any patent, trademark, or copyrighted materials, and any suits or actions of any name that may be brought by virtue of this Agreement, against the County, its elected and appointed officials,employees,and agents for the infringement of any patents,trademarks or copyrights claimed by any person, firm, or corporation. Nothing contained herein is intended, nor may it be construed, to waive County's rights and immunities under the common law or Section 768,28, Florida Statutes, as amended from time to time; nor will anything included herein be construed as consent to be Sued by any third parties in any matter arising out of this Agreement. Insofar as the claims,actions, causes of action,litigation,proceedings,costs or expenses relate to events or circumstances that occur during the to of this Agreement,this section will survive the expiration of the to of this Agreement or any earlier termination of this Agreement. 14) Discriminatory Vendor List Contractor hereby acknowledges its continuous duty to disclose to the County if the Contractor or any of its affiliates,as defined by Section 287.134(l)(a),Florida Statutes,are placed on the Discriminatory Vendor List. Pursuant to Section 287.134(2)(a),Florida Statutes: "An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid,proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, Subcontractor, or consultant under a contract with any public entity;and may not transact business with any public entity." 15�) County Suspended Vendor List The eligibility of persons to bid for an award ofCounty contract(s),or enter into a contract, may be suspended pursuant to see. 2-347(l)of the Monroe County Code of Ordinances. In the event an eligible person is suspended by the County after the contract is awarded, or a suspended person is employed to perform work (e.g. subcontractor in a bid or contract) pursuant to a County contract, same shall constitute a material breach of the contract. The County, in its sole discretion, may terminate the contract with no further liability to the contractor beyond payment of the portion of the contract price that may be due for work satisfactorily completed up to the date of termination, and hereby reserves all other rights and remedies available at law or in equity. 1�6) Prohibition on Conflict of Interest,Gratuities, Kickbacks,and Collusion The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract. s) Conflict of Interest. Contractor covenants that it presently has no interest and will not acquire any interest that would conflict in any manner or degree with the performance of services required. Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the County and itself. b) Gratuities. Contractor hereby certifies that it has not offered,given,or agreed to give any Monroe County employee a gratuity, favor, or anything of monetary value in connection with any decision, approval, disapproval, recommendation, preparation of any part of this contract. Page 6 of 15 c) Kickbacks. Contractor certifies that it has not given payment, gratuity, or offer of employment to be made by or on behalf of a Sub-contractor under a contract to Contractor or higher tier sub-contractor or any person associated therewith, as an inducement of the award of a subcontract or order. d) Non-Collusion Statement. By signing this Agreement, Contractor certifies under penalty of perjury that the price proposed by Contractor was arrived at independently without collusion, consultation, or communication for the purpose of restricting competition;and no attempt has been made to induce another person or entity to submit a proposal,or not submit,for the purpose of restricting competition in the award of this contract. e) Contract se® The prohibitions on conflict of interest, gratuities, kickbacks, and collusion prescribed in this paragraph must be conspicuously set forth in every contract and subcontract and solicitation initiated by Contractor in its performance of this Agreement. 17) Ethics Clause pursuant to Monroe County Ordinance No. 010-1990 By signing this Agreement, the Contractor warrants that he/she/it has not employed, retained or otherwise had act on his/her/its behalf any former County officer or employee in violation of Section 2-149, Monroe County Code of Ordinances, or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift,or consideration paid to the former County officer ore loyee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. 18) Prompt Disclosure of Litigation, Investigations, Arbitration, or Administrative Proceedings Throughout the to of this Agreement, the Contractor has a continuing duty to promptly disclose to the County, in writing, upon occurrence, all civil or criminal litigation, investigations, arbitration, or administrative proceedings relating to or affecting Contractor's ability to perform under this Agreement. If the existence Of Such causes the County concern that the Contractor's ability or willingness to perform the Agreement is jeopardized, the Contractor may be required to provide the County with reasonable assurances to demonstrate its ability to perform as required hereunder, and that its employees/agents have not or will not engage in conduct similar in nature to the conduct alleged in such proceeding. 19) Notice All written correspondence to the County shall be dated and signed by an authorized representative of the Contractor. Any written notices or correspondence required or contemplated under this Agreement shall be sent by U.S. Mail, certified, return receipt requested,postage pre-paid,or by courier with proof of delivery.Notice is deemed received by Contractor when hand delivered by national courier with proof of delivery or by U.& Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice shall be sent to the following persons: FOR COUNTY- FOR CONTRACTOR: County Administrator RecTrac, LLC d/b/Vermont Systems Monroe County Attn: Legal I 100 Simonton Street, Room 2-205 12 Market Place Key West, FL 33040 Essex Junction, v'r, 05452 ----------- Page 7 of 15 And(with copy to) Monroe County Attorney's Office I I I I 12th Street, Suite 408 Key West, FL 33040 20) Choice of Law and Venue The parties hereby agree that the only laws that apply to this Agreement are those of the State of Florida and United States of America. The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida, and that all litigation between the in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida,or United States Bankruptcy Court for the Southern District of Florida,whenever applicable. This Agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 21) Attorney's Fees and Costs County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees, , as an award against the non-prevailing party, at all levels of the court system, including in appellate proceedings. 22) Trade Secrets and Proprietary Confidential Business Information Documents submitted by Contractor which constitute trade secrets as defined in Sections 812.081 and 688.002,Florida Statutes,as amended from time to time,and which are clearly marked or stamped as confidential by the Contractor at the time Of Submission to the County,will not be subject to public access. However,should a requestor of public records challenge Contractor's interpretation of the to "trade secrets," within five (5) calendar days of such challenge, Contractor must provide a separate written affidavit that includes an indemnification and release guarantee,as approved by the County Attorney or designee, to the County to Support its claim that the alleged trade secrets actually constitutes same as defined by law. Contractor must demonstrate the need for confidentiality of the documentation by showing a business advantage or an opportunity to obtain an advantage if the documentation was released. Otherwise, Contractor is required to timely seek a protective order in the Circuit Court of the Sixteenth Judicial Circuit in and for Monroe County to prevent the County's release of the requested records. 23) Public Records County is a public agency subject to Chapter 119, Florida Statutes, as amended from time to time. To the extent Contractor is a Contractor acting on behalf of the County pursuant to Section H 9.0701, Florida Statutes, as amended from time to time, Contractor must comply with all public records laws in accordance with Chapter 119, Florida Statutes. In accordance with state law,Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services. b) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law. Page 8 of IS c) Ensure that public records that are exempt,or confidential and exempt, from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement, at no cost,either transfer to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the services. If the Contractor transfers all public records to the County upon completion of the services,the Contractor must destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the services, the Contractor must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of public records, in a format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT: MONROE COUNTY ATTORNEY'S OFFICE, It 11 12TH STREET, SUITE 408,KEY WEST, FL 33040, EMAIL: PtJBLI ,;MONROECOUNTY- FL.GOV, OR PHONE: 305-292-3470. If Contractor does not comply with this section, the County will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. 24) Audit Rights The Contractor must maintain accurate books, records,documents and other evidence that sufficiently and properly reflect all direct and indirect costs of any nature expended in the perfon-nance this Agreement, in accordance with generally accepted accounting principles. County reserves the right to audit the records of the Contractor for the commodities and/or services provided under the contract at any time during the performance and to of the contract and for a period of five(5)after completion of the contract. Such records must be retained by Contractor for a minimum of five (5) years following the close of the Agreement,or the period required for this particular type of service by the General Records Schedules maintained by the Department of State, whichever is longer. The Contractor agrees to cooperate with the County and agrees to submit to an audit as required by the County, or other authorized representative(s)of the State of Florida. The Contractor must allow the County or such other auditing agency to have access to and inspect the complete records of the Contractor in relation to this Agreement at any and all times during normal business hours for the purposes of conducting audits or examinations or making excerpts or transcriptions. The requirements set forth in this paragraph will survive the termination of this Agreement. 25) it Party Beneficiaries Neither Contractor nor County intends to directly or substantially benefit a third party by this Agreement. Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Agreement and that no third party is or will be entitled to assert a right Page 4 of 15 or claim against either of them based upon this Agreement. 26) Uncontrollable Circumstances("Force Majare") As used herein,"Force Majeure"means the occurrence of any event that prevents or delays the performance by either party of its obligations hereunder which are beyond the reasonable control of the non-performing party. Examples of"Force Majeure" include,but are not limited to, acts of God, natural disasters, oremergency governmental action. To invoke this paragraph, immediate written notice, consistent with the "Notice" provisions of this Agreement,must be sent by the non-performing party describing the circumstances constituting force majeure and proof that the non-performance or delay of performance is a direct and reasonable result of such event(s). Any claim for extension of time by Contractor pursuant to this paragraph will be made not more than Seventy-two(72) hours after the commencement of the delay. Otherwise, it shall be waived. The Contractor shall immediately report the termination of the cause for the delay within seventy-two(72)hours after Such termination. The County reserves its right to challenge the invocation by the Contractor within five(5)calendar days of receipt of said notice,in such case uninterrupted performance in required. However, in the event the invocation is accepted by the County, the Contractor must take all reasonable measures to mitigate any and all resulting damages, costs, delays, or disruptions to the Contractor's performance requirements under this Agreement. All obligations must resume when the circumstances of such event(s) have subsided, or other arrangements are made pursuant to a written amendment to this Agreement. 27) Public Entity Crimes Statement Pursuant to Section 287.133(2)(a), Florida Statutes, as amended from time to time, Contractor hereby certifies that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction fora public entity crime. If placed on that list, Contractor agrees: to immediately notify the County and is prohibited from providing any goods or services to a public entity; it may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; it may not submit bids on leases of real property to a public entity; it may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and, it may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category TWO ($35,000), as may be amended, for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. 28) Foreign Gifts and Contracts The Contractor must comply with any applicable disclosure requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.101(7)(b),Florida Statutes: "In addition to any fine assessed tinder[§ 286.101(7)(a), Florida Statutes], a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity from eligibility for any grant or contract funded by a state agency or any political subdivision until such ineligibility is lifted by the Administration Commission [Governor and Cabinet per §14.202, Florida Statutes] for good cause." 29) Scrutinized Companies and Countries of Concern per Sections 287.135, 215.473, & 287.138, Florida Statutes Contractor hereby certifies that it: a) has not been placed on the Scrutinized Companies that Boycott Israel List, nor is engaged in a boycott of Israel; b)has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Pagel of 15 Activities in the Iran Terrorism Sectors List (fori-nerly the Iran Petroleum Energy Sector List); and c) has not been engaged in business operations in Cuba or Syria. If County determines that Contractor has falsely certified facts under this paragraph, or if Contractor is found to have been placed on a list created pursuant to Section 215.473, Florida Statutes, as amended, or is engaged in a boycott of Israel after the execution of this Agreement, County will have all rights and remedies to tenninate this Agreement consistent with Section 287.135, Florida Statutes, as amended. The County reserves all rights to waive certain requirements of this paragraph on a case-by-case exception basis pursuant to Section 287.135, Florida Statutes, as amended. Beginning January 1, 2024, the County must not enter into a contract that grants access to an individual's personal identifying information to any Foreign Country of Concern such as: People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor, Linder penalty of perjury, attesting that the Contractor does not meet any oft e criteria in subparagraphs(2)(a)-(c)of Section 287.138, Florida Statutes, as may be amended. Beginning January 1, 2025, the County must not extend or renew any contract that grants access to an individual's personal identifying information unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor, under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs(2)(a)-(c)of Section 287.138, Florida Statutes, as may be amended. Violations oft is Section will result in ten-nination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. 11, - -----------I..,..,..,..,..,. ­­­­­­­,.............---­. .............. RECTRAC, LLC is not owned by the government of a Foreign Country of Concern, is not organized tinder the laws of nor has its Principal Place of Business in a Foreign Country of Concern,and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. Under penalties of perjury, I declare that I have read the foregoing statement and that the facts stated in it are true. Title: e" L Signature: ®ate 06 ........ ....... 30), Noncoereive Conduct far Labor or Services As a nongovernmental entity submitting a proposal, executing, renewing, or extending a contract with a government entity, Contractor is required to provide an affidavit under penalty of perjury attesting that Contractor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As an authorized representative of Contractor, I certify under penalties of perjury that Contractor does not use coercion for labor or services as prohibited by Section 787.06, Additionally, Contractor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. 31) Nondiscrimination The Contractor and County agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates Page I I of 15 without any further action on the part of any party, effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes,and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: I)Title VII of the Civil Rights Act of 1964 (PL. 88-352) which prohibits discrimination in employment on the basis of race, color, religion, sex or national origin; 2)Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3)Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972(PL 92-255),as amended,relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title Vill of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990(42 USC s. 12 101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11)The Pregnant Workers Fairness Act(PWFA) pursuant to 42 U.S.C. 20O0gg et seq.;and 12)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the Subject matter of, this Agreement. 32) E-Verify Requirements Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with, and use of the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: a) A]I persons employed by Contractor to perform employment duties within Florida during the to of the contract; and b) All persons (including subvendors/subconsultantsisubcontractors) assigned by Contractor to perform work pursuant to the contract with the County, The Contractor acknowledges and agrees that use of the U.S. Department of Homeland Security's E-Verify System during the to of the contract is a condition of the contract with the County. By entering into this Agreement, the Contractor becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended from time to time. This includes, but is not limited to, utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide an affidavit to Contractor attesting that the subcontractor does not employ,contract with,or subcontract with,an unauthorized alien. Contractor agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one (1) year after the date on which the Agreement was terminated. Contractor will also be liable for any additional costs to County incurred as a result of the termination of this Agreement in accordance with this Section. Upon executing this Agreement, Contractor will provide proof of enrollment in E-verify to the County. Page 12 of 15 33) Prohibited Telecommunications Equipment Contractor represents and certifies that it and its applicable Subcontractors do not and will not use any equipment,systern,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, as such to are used in 48 CFR §§ 52.204-24 through 52.204-26. By executing this Agreement, Contractor represents and certifies that Contractor and its applicable subcontractors must not provide or use such covered telecommunications equipment, system, or services for any scope of work performed for the County for the entire duration of this Agreement If Contractor is notified of any use or provisions of such covered telecommunications equipment, system, or services by a subcontractor at any tier or by any other source, Contractor must promptly report the infon-nation in 40 CFR 52.204-25(d)(2)to County. 34) Antitrust Violations; Denial or Revocation under Section 287.137, Florida Statutes Pursuant to Section 287.137, Florida Statutes,as may be amended,a person or an affiliate who has been placed on the antitrust violator vendor list (electronically published and updated quarterly by the State of Florida)following conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply for a new contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on new leases of real property to a public entity;may not be awarded or perform work as a contractor,supplier,subcontractor, or consultant tinder a new contract with a public entity;and may not transact new business with a public entity. By entering this Agreement, Contractor certifies neither it nor its affiliate(s) are on the antitrust violator vendor list at the time of entering this Agreement. False certification under this paragraph or being subsequently added to that list will result in termination of this Agreement, at the option of the County consistent with Section 287.137, Florida Statutes, as amended. 35) Environmental and Social Government and Corporate Activism Pursuant to Section 287.05701, Florida Statutes, as may be amended, the County cannot give preference to a contractor based on social, political or ideological interests as defined in the statute. Contractor is also prohibited from giving preference to any of its subcontractors based on the above referenced factors. Violations of this Section will result in ten-nination oft is Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. 36) No Personal Liability No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer,agent or employee of County in his or her individual capacity,and no member, officer, agent or employee of County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 37) Merger; Amendment This Agreement constitutes the entire Agreement between the Contractor and the County, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and authorized designees of the County. Page 13 of 15 38), Interpretation The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement, All personal pronouns used in this Agreement include the other gender, and the singular includes the plural,and vice versa, unless the context otherwise requires. Terms such as"herein"refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a section or article of this Agreement,such reference is to the section or article as a whole, including all subsections thereof, unless the reference is made to a particular subsection or subparagraph of such section or article. Any reference to "days" means calendar days, unless otherwise expressly stated. 39) Joint Preparation It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and accordingly the rule that a contract will be interpreted strictly against the party preparing same does not apply herein due to the joint contributions of both parties. 40) Severability; Waiver of Provisions Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.The non-enforcement of any provision by either party will not constitute a waiver of that provision nor will it affect the enforceability of that provision or of the remainder of this Agreement. 41) Signatory Authority Upon request, the Contractor must provide the County with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 42) Counterparts and Multiple Originals. This Agreement may be executed in multiple originals, and may be executed in counterparts, each of which is hereby deemed to be an original, but all of which, taken together, constitutes one and the same agreement [Signatures to follow] Page 14 of 15 . • IN WITNESS:WHEREOF,County aid Contractor have'executed t 's Agreement as of• • . • . the date:first written.above. • . . • y— . • *: . • . . • . • • • CONTRACTOR: RECTRAC, LLC : • : By: "-LdifiligJi •-. ' • • • •• • : • • • : i.tfk;),)tA• )1*. .12. d . . . • . . . •• . •• . Print Name&.Title.. STATE O•F C.OYNTY.OF . • . The foregoing•instrument was sworn,to/affirmed and acknowledged before me-by • • means of : h sisal resenceior•0-online notarizations this y , p � .. th• da 'ofr +�t�t��: 2� �� by • Atm,yleift Presa c ty_ 11211R1 o©,RECTRAC, d/b/a Vermont . • S y sterns,:•ahpelaw6re limited. liabilit com an '. : Hey She1•:is 1:2:E. onall has • produced... . . • . • (type Of iden ifcation)as identif caion. : • • EnkWirk a:: S.i.igof N blie : : •• - • • • • • .. nat�tre •otary Pu • iy Public State of.Vermont :: • Commission No.157.001:6724... Commission,Exp 1.131/202? (Paint&Stamp:Comm.issioned Name of Notary•Public.) • - • ' • BOARD OF.COU.NTY:COMMISSIONERS'FOR.MONRO.E COUNTY,FLORIDA ' • • , . • • • : •. ••: • •.• • .• . • . • • . . . . . : • May; ,.times K.Scholl ,+fiTC's fir. „+'c>•-- 1~~:�1n:� may. -; �l�a 1'`�/.�°,�f~'���: .. • .. • .• lz s'1 :.+r Attest:.,�'Ke'iii ' iadok. Clerk . • a 'i • • • 3:1 1.1 • :*. • :• • _ • • • . • • . . • • . • • • . j •- . • • . � �, s ;�Qeputy Clerk • • • 3t. • • N.- 'Ft • • a • •.• • • . • . . • •CT;'.: k•ri •r- •• .. H t. • • W • • • • • • • w roveatoegalm&suffciency: • • • • ' sue. •. �igitalfys• ed&�yEveM.Lewis '�� `• •E M e : Le'Y Y 3 pate:1Z;',.08.OS 15:O6:D6-O4.6. .. ,� "• . ' Eve M.Lewis,Assistant:Counter Attorney �y- ' .. • „ • . • • • ..• „ : •c.f. • • • ' .. .. .. - .. '' • T'7 • •',�•.;_ •' .. 7.Page 5 of.i:5 . "COMPOSITE EXHIBIT A" VERMONT SYSTEMS SERVICES AGREEMENT This Services Agreement is entered into on ("Effective Date") by and between RECTRAC,LLC d/b/a VERMONT SYSTEMS, a Delaware limited liability company having its principal address at 12 Market Place, Essex Junction® VT 05452 VVS,""Licensor,""we," "our,"or"us")and the customer identified in Section 1 below("Customer," "Licensee," "you"or "your") (each a "Party,"and, collectively,the "Parties").This Services Agreement, including all attachments,schedules, exhibits or Addenda referenced herein,shall collectively comprise the"Agreement"between you and us.Terms not defined below shall have the meanings as set forth in Section I of the Terms of Service. 1.CUSTOMER INFORMATION Doing Business I applIc-abiley— Monroe County Office Address 102050 Overseas Hwy, Key Largo,FL 33037 Business Ad ressI usiness is locate somewhere of er t ant e o ice address) Customerr's enera ontact(foraliffia - rsun ert e enera ntactPhone Genera ontacdt ma _ftreement A Gabriel Price, IT Project Manager 305-295-5127 Price-Gabe@MonroeCounty-FL.Gov rs t I t '5j"F5 fftte-Fi'UuiFUe--- - Billing Contac-t-715—one _B111111—ng Co—ntact Email or I r tFe 6greemen� VS Sales Executive _VS3-aTe-i-Re-cutive VS Sales Executive Ema!I Phone Dylan Greer 8 02-255-2151 _J DylanG@VermontSystems.com 2. TERM OPTIONS Software Maintenance and Support fees are billed annually and will become effective on your choice of January 1,May 1, July 1,or October 1. Our goal is to closely align the term with our Annual Maintenance cycle. The first year's invoice will be prorated, in your favor, based on the date you select below and upon the contract execution date. Please choose from the following Annual aintenanceBi January 1 May 1 July 1 October 1 *Note:The fee proration may not apply if contract execution date and maintenance cycle start date are less than a month apart. VERMONT SYSTEMS .SERVICES&FEES Services and Fees are set forth In I uote# C$V0-ll 7972-SS ,!5B9AI1 Fees wfll be due 30 days following invoice receipt.. .a TAX(EXEMPTION.The customer needs to mark the appropriate box. IN YesYES „w�ae are exempt.l�f-ygLs Lg�_� Rrqw�iatt_a certificate or other documentation., CMS NO No,we are not exempt. . PAYMENT SERVICES Included Customer is selecting VS to(provide Payment Services and will enter into a separate Sub-Merchant Agreement with us,as the payment facilitator. _____________ ____________________________..._--._. ________________ INot Included Customer will be handiing its own payment processing and payment services on its own or through another third-pairty payrnent services provider. We consider these services to be Third.-Party Services for which we are not responslhle or liable. „ FROSTING I.,., __ _ _________ _________ ____ _________ _________ _________ _________ _________ _.-. . ------------------------------ Customer lsHosting lts Customer is chooAng to host hits own data locally, on its own servers. VS is not liable for loss of Customer Own Data Data or any liability resulting from Customer's decision to host its own data, -------------------------------------------------------,_, -----------------------------------------------------------.,_w_______.._..._._______...___,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,_,- VS Is Hostiin VS is hosting Customer ICsata on VS-controlled servers. Terms rellate tos Data II-iostliinl vaiillllll slpllpllly. Customer Data SERVICE Customer has received,understands and agrees to the VS Terms of Service. 7. PRIVACY&SECURITY Customer has received,understands and agrees to the VS lPrBvac Statelrnent. 8. ADDITIONAL ADDENDA The following n are included and made part of this Agreement: • Terms of Service ■ Service Level Agreement(Software) VERMONT SYSTEMS ® Hosting Addendum PayTrac Addendum ® Quote No.Q J -17972-55 5139 Customer: Vermont Systems: Monroe County, FL RecTrac,LLC d/ /a Vermont Systems EXHIBIT O?�LY By: (PrintName)Its: By:Patrick Hayden (Title) Its:President Cute: Date: VER III'A(.)1`,JT SYS MKS TEI°CIVIS 01 EIIVICE 1) DEFINITIONS.Capitalized terms used but not otherwise defined in these Terms of Service will have the meaning ascribed to such terms in the Services Agreement or othera plical Addenda. "Addendum"or"Addenda"means a document added tot Agreement containing new or supplemental terms. "Agreement" means the Services Agreement and any attachments,schedules or exhibits referenced therein, is could include the Order Schedule, Privacy Policy,Terms of Service, Service Level Agreement, Statement of Work,Sub-Merchant Agreement,or any later-signed Addenda. "Billing Period"means the period of time covered by a single recurring dues fee for Services. Recurring fees will be based on contract execution date. Unless otherwise noted,a Billing Period will be billed in advance and will cover a period of one (1)year. "Cardholder Data" is a subset of Customer Data and generally includes a Patron's name, billing address,credit card number,expiration date and CV V code. "Confidential Information" means any and all information disclosed by either party to the other which is marked "confidential"or"proprietary"or which the recipient knows or has reason to now is regarded by the disclosing party as such, including information disclosed orally. "Confidential Information"does not include any information that the receiving party can demonstrate by its written records.(a) was known to it prior to its disclosure hereunder by the disclosing party;(b)is or becomes known through no wrongful act oft a receiving party; (c) has been rightfully received from a third party authorized to make such a disclosure; (d) is independently developed by the receiving party; (e) has been approved for release with the disclosing party's prior written authorization;or(f) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice to enable the other party to seek a protective order or otherwise prevent such disclosure. "Customer"is a VS customer.The Customer is the individual, business entity, non-profit, military branch, or municipality contracting with us to receive Services as mores cifica l identified in the Services Agreement. Customer may also be referred to in the Agreement as"you," 10your"or"Licensee." "Customer Data" is the content, information or data which you,your End Users and/or your Patrons enter into the Software associated with our Services.Customer Data may include Patron Data, among other types of data. "Effective Date"shall have the meaning as set forth in the Services Agreement. "End Users"are your authorized users oft a Software associated with our Services.Those licenses associated with a Customer's concurrent End Users will be listed in the Order Schedule. "Fees" can any and all fees associated with the use of our Services, including(but not limited to)Software Fees, Hosting Fees,Support Fees, any fees associated with our Payment Services,and/or any fees associated with Professional Services,as well as any other fees or charges permitted by the Agreement. Fees may be recurring, non-recurring, or one-time, as more specifically described in the Order Schedule. One—time fees 4 0 RecTrac,LLC All rights reserved. Last revision December 2024 o) VERMONT SYSTEMS (hardware,training on-site, etc.)will be billed on an as-used basis "Fully Executed"means when all parties have signed teagreements. "Hardware" means the computer equipment, point-of-sale terminals,or other technical hardware distributed by us or by a reseller on our behalf. Hardware may contain firmware or software. "Hosting Fees" mean the fees associated with the hosting of Customer Data on our VS-controlled servers and systems. "Initial Term"is the initial term for Services,as described in the Services Agreement. "Intellectual Property Rights" means all patents, rights to inventions, utility models,copyright and related rights,trademarks,service marks,trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights,moral rights, rights in confidential information(including know-how and trade secrets)and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights,and all similar or equivalent rights or forms of protection in any part of the world. "Negative Accrual"occurs where the total liabilities associated with your account exceed the total available funds in the account during a given remit cycle, "Order Schedule" means the schedule in the Agreement which itemizes and describes the Services we are willing to provide to you and any specific fees you area rein to pay us for such Services. "Patron(s)"mean(s)the individuals who purchase your products and/or services and who otherwise interact with the Software associated with our Services. Patrons are your customers,clients or members. "Patron Data" means information about Patrons entered into the Software by you,your End Users or your Patrons. Patron Data may include(but is not limited to)personally identifiable information and/or Cardholder Data. "Payment Services" means the payment and billing-related services that we may provide to you under the Agreement. Payment Services may be described in the Order Schedule or in a separate Addendum,and your receipt of Payment Services requires that you enter into a separate Sub-merchant Agreement with us. "Professional Services"are any professional services provided outside of our initial unconfigured install of the Software associated with our Services. Professional services may include consulting, custom development work, implementation, supplemental or onsite training, remote training, or projects which generally fall outside the scope of the Agreement. Unless otherwise agreed, Professional Services will be documented under a separate Statement of Work and signed by the Parties. "Services" can any and all of those products and/or services offered by us to you under the Agreement. Services may include products or services related to software, hosting, hardware, implementation,support, training and/or payments.A specific itemization of Services can be on in the Order Schedule. "Services Agreement" means the contract between you and us for Services.The Services Agreement,together 5 @RecTrac,LLC All rights reserved. Last revision December 2024 VERMONT SYSTEMS with any attachments, schedules or exhibits referenced therein,is broadly referred to as the "Agreement" between you and us. "Software" means our proprietary technology software and any and all associated modules, websites,third party integrations and/or mobile applications(if applicable). "Software Fees" can those fees associated with your access to and use of our Software or any component thereof.Software Fees are charged annually unless otherwise agreed upon and as specifically described in the Order Schedule. "Splash Page" means the main landing page for WebTrac. The Splash Page will have buttons, images, and links to other areas within WebTrac. It's the starting page from which a customer will navigate to all other programs, available activities, classes,etc. "Sub-Merchant Agreement" means our Sub-Merchant Application and Agreement and Payment Service Terms and Conditions, which over the terms and conditions under which we are willing to provide our Payment Services. "Support Fees" can those fees associated with our Support Desk,which enables customer support through live channels like phone and chat.We may charge Support Fees monthly or annually or as mores eci icall described in the Order Schedule. "Renewal Term" means the period which immediately follows the expiration of the initial Term,as described in the Services Agreement. "Team"includes VS's employees,officers,directors,owners,attorneys,affiliates or representatives. "Term" means the term for Services and includes both the Initial Term and any Renewal Terms,as applicable. WS" means RecTrac, LLC d/b/a Vermont Systems and its subsidiaries,successors and assigns.VS's business address is 12 Market Place, Essex Junction,VT 05452. VS may also be referred to in the Agreement as"Licensor," he we,1410 our,"or"us." 2) ACCEPTANCE. You accept the terms oft e Agreement when you(a)click-sign your acceptance to an online version of the Services Agreement; (b) sign a hardcopy of the Services Agreement;and/or(c)access the Services or otherwise accept the benefits of Services.You expressly acknowledge that the person accepting the Agreement on your behalf has the proper legal authority to in you as the Customer. 3) GRANTOFRIGKrS. a) Grant of Rights by VS. Upon the Effective Date, ands )e to your timely payment of Fees and remaining in compliance with the Agreement, we grant to you a limited term,worldwide, non-exclusive,non-transferrable, non-assignable license to access and use our Services, including the Software, during the Term solely fort e lawful operation of your business.The licensed rights described herein shall be limited to End Users authorized by you to access and use the Software, and your Patrons who have a legitimate right to access and use your products and/or services.The licensed rights conferred herein do not constitute a sale and do not convey to you or any third party any right of ownership in or to our Services, including the Software,or any of our intellectual Property Rights. Upon termination of the Agreement for any reason,any rights granted by us to you will 6 011ecTrac,LLC All rights reserved. Last revision December 2024 / VERMONT SYSTEMS automatically and without notice terminate.The method and means of providing the Services shall be under our exclusive control, management and supervision, although we will try to give your specific requests due consideration.Any rights not specifically granted under the Agreement are expressly reserved. Granti is by Customer. Upon the Effective[date,and subject to our remaining in compliance with the Agreement,you grant to us a limited term,worldwide,non-exclusive license to access and use your Customer Data (including any Patron Data,as applicable)to deliver,monitor and maintainthe Services in accordance with e Agreement.Any rights not specifically granted under the Agreement are expressly reserved. c) Excess Use.We will provide you with the number of authorized End User licenses as set forth in the Order Schedule to access and use the Software.You shall have access to functionalities in the Software that can generate reports indicating the number of authorized n Users accessing the Software at any given time. In the event that the number of concurrent End Users exceeds the number of allocated licenses described in the Order Schedule("Excess se"),we will notify you by email about such Excess Use and, if you do not reduce the Excess Use within 30 days of such notice,you will be required o pay for any Excess Use with additional licenses,which shall be described in a new invoice and which will automatically update the Order Schedule. Prohibited Us .You shall not use our Services in violation of the law,whether local, state or federal(including but not limited to the CAN-SPAM Act,the Telephone Consumer Protection Act,the Do-Not-Call Implementation Act, the Americans with Disabilities Act, or any consumer protection statute);to intentionally bypass a security mechanism in the Syse (s);to reverse-engineer the yste (s),or any component thereof, regardless of the reason ; in a way that adversely impacts the availability, reliability or stability of the Syst (s), or any component thereof;to intentionally transmit material using the System(s)which contains viruses,Trojan horses,worms or some other harmful computer program;to send unsolicited advertising, marketing or promotional materials,whether bye ail or text, without the recipient's legally-valid consent;to commit fraud; to transmit material that infringes on the intellectual property right of others; to transmit material that is harassing, discriminatory, efa tory,vulgar, pornographic, or harmful to others; or in violation of this Agreement.Violation of this Prohibited Use policy may result in immediate suspension or discontinuation o Services,or legal action,which could result in civil damages or criminal punishment. TERM;TERMINATION. Term.You will be obligated tot e Term as described in the Services Agreement, including any auto-renewal revisions. } Termination for Cause.Prior to expiration of the Initial Term,either you or we may terminate the Agreement for cause(a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period;( ) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating o insolvency, receivership, liquidation or assignment for the benefit of creditors;or (c)if the other party dissolves or ceases to do business in the ordinary course. If our termination oft e Agreement is for cause,then you shall remain liable for any Fees covering the remainder of the Initial Term,or a Renewal Term, as applicable, after the effective date of such termination,Termination for cause will not preclude the non-breaching pa y from exercising any other rights or remedies permitted y law. c) Termination for Convenience(Without ).Either Party may terminate itout cause after the initial ter as ended and the Renewal term has begun and should you choose to terminate once you are in a Renewal Term, provide a 9 -day advance written notice of intent to cancel before the end oft e annual maintenance cycle date,and services will cease per the annual maintenance date. MIDTERM CANCELATIONSILL ACCEPTED. Termination i .For termination to be considered effective,you must send your termination notice via email to AccountsReceivableC vermontsysterns.cram or by writing to: Ver ontSyste ms,Inc.at 12 M ar et Place® Essex Junction,VT 054 52. WE ILL NOT ACCEPT TERMINATION ALL TERMINATION I IN WRITING. 7 RecTrac,LLC All rights reserved. Last revision December 2024 fWON %, VERMONT SYSTEMS 5) FEES;PAYMENT TERMS. a) Payment of Fees.You agree to pay us all Fees permitted by the Agreement. Fees for specific Services are described in the Order Schedule and will be billed annually, or as you and we may decide. All Fees are based on Services provided, not on your actual usage. Except as permitted by the Agreement,all Fees paid are non- refundable. b) Fee Commencement. on the contract's execution,the initial pro-rated invoice for the software subscription and hosting will be issued,and p1XMSflLAjq_§g_&g,..Contracts are considered fully executed when both parties have signed. c) Due Date; Late Fees; Interest. Payment is due within 30 days from the date you receive our invoice(the"Due Date"),then we may charge you a late fee up to 5%of the total invoice.All payments are due in U.S. dollars. Ungaid balances owed to us will accrue interest at the rate of 1.5% per month. d) Error Reporting. Please report any errors that you see on an invoice immediately.If you do not dispute a charge within 30 days after receiving it,you will be considered to have accepted the charge. Invoices are sent tot contact person on file.YOU ARE RESPONSIBLE FOR KEEPING ALL CONTACT INFORMATION CURRENT. e) COLT Increase. After the FIRST TWELVE (12) MONTHS of the initial Term, all Fees shall be subject to a cost of living and technology("COLT") enhancement increase not to exceed five percent(5%) or the aggregate change in the CPI (Consumer Price Index).VS reserves the right to apply the COLT enhancement to any fees after the FIRST TWELVE(12) MONTHS of the initial term AND at the start of each Renewal Term,in its sole and absolute discretion. f) Breach for Non-Payment of Fees. Payment not made within 30 days of the Due Date will result in an automatic breach of the Agreement and start the clock on a 20-day period in which to cure. If payment is still not received by the 51st day after the scheduled Due Date,we reserve the right to suspend Services until all outstanding Fees are paid.Continued non-payment of Fees more than 60 days after the Due Date will result in a default under the Agreement and will be considered seriously delinquent. In the event of default, all payments otherwise due to us under the Agreement will be accelerated and will be considered due and payable by you immediately,as of the date of default.We shall have no obligation to release any of your Customer Data until all outstanding Fees are paid in full.WE RESERVE THE RIGHT TO TAKE LEGAL ACTION ON ALL SERIOUSLY DELINQUENT ACCOUNTS. g) Taxes.If you are a tax-exempt organization,then this provision does not apply.We have no obligation topay your taxes under any circumstances.Taxes may include value-added tax(VAT),a goods and service tax(GST),a sales tax,or use or withholding taxes assessed by a local, state,federal, provincial or foreign government entity (collectively, "Taxes"). Please make sure that you have taken appropriate steps to pay your Taxes. h) We are obligated to comply with all valid tax liens or levies associated with your business. If we must pay Taxes on your behalf, you agree to indemnify us for any such payments within 30 days from your receipt of a special tax-related invoice. 6) MODIFICATIONS. a) Changing the order Schedule.You may add or remove Services during the Term at any time provided that we agree to such changes. We reserve the right to change our fees and/or introduce new charges at any time with at least 30 days prior notice to you, which notice may be provided by email. Regardless of whether our discussion with you out changes in Services occurred verbaliy or in writing,we will document any Service changes in an updated invoice which we will send to you for review. If you disagree with the Service change,as reflected in the invoice, please notify us immediately.if you pay the updated invoice, accept the benefits of any added Services,or fail toobject tot updated invoice within 14 days after you receive it,we will consider you to have accepted the changes,which will be considered a valid modification of any Order Schedule then in place (which will, in turn, update the Agreement automatically), b) Other Changes to the Agreement.Except as otherwise described in this Section, no modification of the Agreement will be binding unless in writing and manually signed by an authorized representative of the parties. 8 OcRecTrac,LLC A0 rights reserved. Last reAsion December 2024 /e!11/1/`11 ) VERMONT SYSTEMS 7) CUSTOMERDATA. a) Customer Data Generally.You represent and warrant that you own or have appropriate rights to all of your Customer Data.You shall have sole responsibility for the accuracy,quality, integrity, legality, reliability, appropriateness,and intellectual property ownership or rights to use of all Customer Data (including Patron Data,as applicable). Except as specifically provided for in the Agreement, we shall not be responsible or liable for the deletion, correction, destruction,damage, loss or failure to store any of your Customer Data. b) Open Database Connectivity(ODBC):VS will support establishing an ODBC connection in environments where allowed (such as VS Premium Cloud Hosting). The database schema can be printed running the"RecTrac Dictionary Listing" report from within the RecTrac application. Current entity relationship diagrams are also available(can be accessed via VS FTP site). No other ODBC support services will be provided by VS, such as but not limited to development assistance and development troubleshooting. c) Hosting Obligations.Hosting of Customer Data on VS-controlled servers and systems does not come standard with all Agreements;Customers must specifically contract for hosting services and pay all associated Hosting Fees. IF VS CUSTOMER DOES NOT SELECT VS's HOSTING SERVICES,AND INSTEAD CHOOSE TO HOST CUSTOMER DATA ON ITS OWN SYSTEMS AND SERVICES,THEN WE MAKE NO WARRANTIES AND DISCLAIM ALL LIABILITY ASSOCIATED WITH SUCH CUSTOMER DATA OR CUSTOMER'S OWN HOSTING ACTIVITIES,INCLUDING(BUT NOT LIMITED TO) INCIDENTS RESULTING IN DATA BREACH,MISAPPROPRIATION OF CUSTOMER DATA,VIOLATIONS OF PRIVACY RIGHTS,AND/OR ANY OTHER SITUATION RESULTING I N DAMAGES OR MONETARY LOSS ARISING OUT OF OR RELATING TO THE HOSTING OR STORAGE OF CUSTOMER DATA. 8) SPLASH PAGE. Except fort template we provide,We disclaim all liability with respect to the WebTrac splash page including(but not limited to)compliance with Section 508 of the Rehabilitation Act of 1973,as amended(29 U.S.C.§ 794d), and its implementing regulations set forth at Title 36, Code of Federal Regulations, part 1194, the Americans with Disabilities Act, or any other applicable federal or state laws or regulations relating to accessibility for persons with disabilities. 9) HARDWARE. We shall have no obligation to provide you with the Hardware necessary to access our Services or use our Software.Any Hardware used must comply with our minimum system requirements. If we choose to provide you with Hardware, a description of such Hardware and pricing will be described in your Order Schedule. In the absence of specified pricing, we may provide you with Hardware at our then-current market rates. Full payment for Hardware and any related third-party software is due following delivery.The verification process must be completed so that all payments can be made within 30 days of delivery.Any VS-supplied Hardware will include warranties from the manufacturer or distributor, as applicable,for a specific period. We offer no warranties on Hardware. 10) INSTALLATION;TRAINING. We will provide an initial unconfigured install oft a Software as part of the Fees you pay for Services. Subsequent installations or software configuration will be subject to additional charges on a "time and materials" basis at our standard rates. Based upon on a mutually agreed implementation plan, we will provide training and setup services at our standard rates(plus expenses-if any are incurred). Implementation and Training may be performed remotely or on-site. We also offer access to online training materials, including user reference manuals,installation planning guides, report listings,"FasTrac" how-to videos,online help,and a sample training database with tutorials.You may request follow-up or additional trainings at our then-current hourly rates,an subject to scheduling availability. Unless we agree otherwise,any additional training will occur online (remote).You may request on-site training at our then-current day rates,subject to scheduling availability. For on-site training,you will be responsible for all VS expenses associated with travel, lodging, meals and other necessary expenses associated to the project.If scheduled training is cancelled with less thant ree(3)weeks'notice,you will be responsible for any travel expense losses, plus an additional rescheduling/cancellation fee of 10%of the price per scheduled block of time/minimum$125.00.On-site and/or remote training booked over a weekend or holiday may be subject to additional charges. 9 ID Rec Trac,LLCI All rights reserved. Last revision December 2024 V�E�R PV1 1111114 11 IS 11) CUSTOMER SUPPORT. a) All Customers in good standing will receive online support and access to a VS support documentation library. Online support includes access to an online knowledge database,support videos accessible through the VS website, e-learning content and the ability to participate at no additional cost in periodic live webinars offered from time to time by VS.The VS support documentation library is accessible through the VS website and includes access to user reference manuals, installation planning guides, report listings,online help, and a sample training database with tutorials. Customers can print any number of copies needed to train staff and manage their business operation. Customers can access support channels online, 24 hours a day, 7 days a week.VS's standard support services are included with Customer's payment of Software Fees. Additionally, our customers will receive access to our award-winning"Support Desk,"includes phone and chat support with a live VS support agent. Customers receiving support shall be responsible for paying Support Fees as described in the Order Schedule. The Support Desk is open for call-in phone support five(5)days a week, Monday through Friday, 8 am ET to 8 pm ET; real-time chat support is available five(5)days a week, Monday through Friday,8 am ET to 5 pm E . Support includes online portal case creation,email assistance and call-back services,and Customer ability to partake in remote-in live support services via Zoom, Microsoft Teams or Beyond Trust when applicable. b) Customer Support Not Provided.We do not provide the following customer support services as part of the Agreement: (a) Usage of after-hours emergency support, 8 pm ET to 8 am ET, Monday through Friday,and Saturday,Sunday and holidays, 24 hours, 7 days a week;(b)travel and out-of-pocket expenses for installation and on-site training services;(c)telephone support related to computer hardware, operating systems, networking, reinstallation and configuration of application software(including VI ), point-of-sale hardware, and access control hardware; (d)telephone support and/or training as a substitute for on-site training or classroom training; (e)VS application software WAN access configuration;(f)customized discovery, custom programming, development,and maintenance;(g) interfaces to export or import data from or to other application software databases;and(h)extended dedicated support to implement or change certain functions, such as switching from cash to accrual accounting or customizing WebTrac splash page;(i) performing periodic VS software updates if database is on-premises;0)purchase installation or configuration of SSL certificates for on- premises configurations;and (k)data entry or database management.VS may provide some of these Services under a separate engagement,the terms of which should be agreed upon and documented in a signed Statement of or . c) Remote Access Authorization.We will provide you with ongoing support for the proper functioning of our Services, including the Software,which we may provide or make available through remote access to your technology systems. Remote Access will be made available if needed upon request. By using our Services, or accessing our Software,you expressly authorize us to access your technology systems remotely, if needed,for the limited purpose of providing you with any support relevant to our Services.You shall be solely liability for the cost, interoperability, proper functioning, and security of any remote access facilities or methods used by you, and we shall not be deemed to be in violation of our obligations to you, nor in breach of the Agreement, as the result of our inability to remotely access your technology systems. We agree to use commercially reasonable efforts to comply with any of your published security-related protocols when remotely accessing your technology systems. 12) PAYMENT SERVICES.To be eligible for Payment Services,you must complete our Sub-Merchant Application and submit it to VS Company underwriting for approval. Once accepted,your Sub-Merchant Application will convert to a Sub-Merchant Agreement, inclusive of the Sub-Merchant Application and Agreement(SMAA) and our Payment 10 ORecTrac,LX All rights reserved. Last revision December 2024 VERMONT SYSTEMS Service Terms and Conditions, is shall be considered part oft e Agreement. 13) PROFESSIONAL SERVICES.We reserve the right to provide you with an estimate of fees for Professional Services based on the approximate number of hours wet ink will be reasonably required to complete an engagement, multiplied by a fixed hourly rate.If we underestimate the fees for Professional Services based on work actually performed,you will be responsible for any cost overruns at the same hourly rate. We will invoice you separately for cost overruns.To help you track and plan for any cost overruns,we will track our actual Professional Service hours and,upon written request, provide you with a weekly time report.Any specific details of an engagement for Professional Services should be described in a Statement of Work and signed by the parties.Any fees for Professional Services will be considered part oft a Fees owed under the Agreement. 14) CUSTOM DEVELOPMENT.While we welcome any suggestions or comments you might have about how we can improve our products and services,we do not custom develop our Services(including the Software)to suit the business needs of any particular client.We will consider all suggested improvements tot a Services, and, as we determine,will incorporate any approved items to our development road a . If there is a feature or functionality that you would like to see added to our Services, and you would like the project completed on a certain timeline, you can make a custom development request and, based on our staffing and other considerations,we will scope the project and provide you with a written quote is you can accept or reject.Custom development work will be considered a separate engagement for Professional Services and will be billed outside of the Agreement.Custom development works all not be considered work-for-hire. We will own and control any product outcome of the engagement and we reserve the right to incorporate any new feature or functionality into our larger product or service offerings. 15) OWNERSHIP RIGHTS. a) What Belongs to VS. We reserve all title and interest to our Intellectual Property Rights. We alone own our Intellectual Property Rights, in addition to any suggestions, ideas, enhancement requests,feedback, recommendations, or other information provided by you or any other party relating to our Services. Inaddition, we retain all rights,title and interest in and to our Software and any splash page designs that we may create and/or maintain on your behalf and license to you.The Vermont Systems",VS"and VS Payments""names and logos are registered trademarks of Vermont Systems and no right or license is granted to use them without our express written permission. b) What Belongs to Customer.With the exception of Patron Data(which remains the property of individual Patrons), you reserve all rights,title and interest to your Customer Data, You own all rights,title and interest to Customer trademarks,service marks and other intellectual property.We reserve the right to withhold, remove and/or discard your Customer Data without notice for any breach, including without limitation,your non- payment of Fees. 16) CONFIDENTIALITY.A party(the "Receiving Party")shall not disclose the disclosing party's(the "Disclosing Party") Confidential Information to any person or entity, except tote Receiving Party's employees who have a need to know the Confidential Information forte Receiving Party to exercise its rights or perform its obligations under the Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information tothe limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order;or(b)to establish a party's rights under this Agreement, including to make required court filings. Each Party's obligations of non- disclosure with regard to Confidential Information are effective as of the Effective Date and will expire one year after the termination of the Agreement; provided, however,with respect to any Confidential Information that constitutes a trade secret(as determined under applicable law), such obligations of non-clisclosure will survive the termination 11 0 RerTrac,LII C A111 right reserved. Last revision December 2024 fl,00011i1 e' VERMONT SYSTEMS or expiration oft Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 17) PROTECTION OF EDUCATIONAL INFORMATION. We understand and acknowledge that in the performance of our Services,we may have access to private and confidential information regarding students, parents,guardians,faculty, donors, employees,staff, alumni (collectively, "Educational information")that may be covered by the federal Family Educational Rights and Privacy Act("FERPA"), or similar state laws.We will not disclose,copy, or modify any Educational information without your prior written consent, or unless otherwise required by law.We will notify you if we become aware of a possible unauthorized disclosure or use of Educational Information. 18) CLIENT RESPONSIBILITY.You shall be responsible for all liabilities arising out of your acts and omissions including any use of Vermont System's Software or-products. 19) LIMITED WARRANTIES.We represent and warrant that(a)we own the appropriate rights to license and/or sublicense our Services(including the Software),-(b)the Services(including the Software)will conform with any then- available published specifications; (c)to the best of our knowledge, our Software is free of any viruses,Trojan horses, malware,spyware, ransomware or other harmful code;and (d)that there have been no violations of copyrights or patent rights in connection with the Services(including the Software)offered.We do not warrant that the Services (including the Software)will be entirely free from defect or error. EXCEPT AS SPECIFICALLY STATED HEREIN,THE SERVICES(INCLUDING THE SOFTWARE)ARE BEING PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,WHETHER EXPRESS OR IMPLIED.No advice or information, whether written or oral,obtained from us,or any member of our Team,will create any warranty not expressly made. if you are a California resident,you waive California Civil Code§1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release,which if known by him must have materially affected his settlement with the debtor." 20) LIMITATIONS OF LIABILITY. a) EXCLUSIVE REMEDY.YOU R EXCLUSIVE REMEDY FOR ANY FAILURE OF OUR OBLIGATIONS UNDER TEA REE SHALL BE YOUR RIGHT TO TERMINATE THE AGREEMENT FOR CAUSE AND WITHOUT PENALTY, AND ANY CREDITS WHICH MAY BE DUE UNDER AN APPLICABLE SERVICE LEVEL AGREEMENT (IF A SERVICE LEVEL AGREEMENT 15 OFFERED AS PART OF THE AGREEMENT). b) EXCLUDED DAMAGES, IN NO EVENT SHALL WE BE LIABLE OR RESPONSIBLE TO YOU FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA,OR INTERRUPTION OR LOSS OF USE OF SERVICES OREQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. 0 DAMAGES CAP.IN NO EVENT SHALL OUR LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCES EXCEED THE AMOUNT OF FEES YOU ACTUALLY PAID TO US FOR SERVICES IN THE THREE (3) MONTH PERIOD DIRECTLY PRIOR TO THE ACTION GIVING RISE TO ALL LIABILITY. d) TIME LIMITATION. YOU FURTHER AGREE THAT ANY CLAIM WHICH YOU MAY HAVE AGAINST US MUST BE FILED WITHIN ONE(1)YEAR AFTER SUCH CLAIM AROSE,OTHERWISE THE CLAIM SHALL BE PERMANENTLY BARRED. e) MATERIALITY.THE LIMITATIONS IN THIS SECTION AEA MATERIAL BASIS OF THE BARGAIN, AND THE TERMS OF THE AGREEMENT WOULD BE DIFFERENT WITHOUT SUCH LIMITATIONS. THE LIMITATIONS IN THIS SECTION ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. MULTIPLE CLAIMS WILL NOT ENLARGE ANY DAMAGES CAP DESCRIBED HEREIN. 12 9)RecTrac,LLC All rights reserved. Last rp*bn December 2024 VERN/110P,,4T SYSTEMS 21) HOLD HARMLESS. To the extent permitted by law,you agree to of us harmless against any claim, suit,demand or proceeding("Claim")that arises from your actions,your use or misuse,of the Services(including, but not limited to, the Software);your breach of the Agreement or these Terms of Service;or your infringement on someone else's rights, including but not limited to,third party intellectual property rights. 22) DISPUTE RESOLUTION. Many concerns can be resolved by calling us at(877) 883-8757. if a dispute cannot be resolved informally,this Dispute Resolution provision explains how claims(whether by you against us, or by us against you)will be resolved. a) Definition. "Claim" means any current or future claim,dispute or controversy relating in any way to our Agreement. Claim includes(a) initial claims,counterclaims,cross-claims and third-party claims;(b)claims as upon contract,tort,fraud,statute, regulation,common law and equity;and(c) claims by or against any it party using or providing any product,service or benefit in connection with our Agreement or the Software. b) Claim Notice. Before beginning a lawsuit, mediation or arbitration,you and we agree to send a notice(a "Claim Notice")to each party against whom a Claim is asserted.The Claim Notice will give you and us a chance to resolve our dispute informally or in mediation.The Claim Notice must describe the Claim and state the specific relief demanded. Notice to you may be sent to your current mailing address ore ail address on file.You must provide your name, address and phone number in your Claim Notice. Your Claim Notice must be sent to Vermont Systems, Inc.,ATTN. Legal, 12 Market Place, Essex Junction,VT 05452. c) Mediation. Before beginning mediation,you or we must first send a Claim Notice. Within 30 days after sending or receiving a Claim Notice,you or we may submit the Claim for mediation. Mediation fees will be split equally, and the location for mediation shall be mutually decided between you and us.All mediation-related communications are confidential, inadmissible in court and not subject to discovery.All applicable statutes of limitations will be tolled until termination of the mediation. Either you or we may terminate the mediation at any time.The submission or failure to submit a Claim to mediation will not affect your or our rights to elect arbitration. d) Arbitration.You or we may elect to resolve any Claim by individual binding arbitration.This election may be made by the party asserting the Claim or the party defending the Claim.Claims will be decided by one neutral arbitrator who will be a retired judicial officer or an attorney with at least 10 years of experience; however, if we of agree, we may select another person with different qualifications. If arbitration is chosen by any party, neither you nor we will have the right to litigate that claim in court or have a jury trial on that claim. Further,you and we will not have the right to participate in a representative capacity or as a member of any class pertaining to that claim.The arbitrator's decisions are enforceable as any court order and are subject to very limited review by a court.The arbitrator's decision will be final and binding. Before beginning arbitration,you or we must first send a Claim Notice.The party electing arbitration must choose to arbitrate either before JAMS or AAA.This arbitration provision is governed by the FAA.You will be responsible for paying your share of any arbitration fees (including filing,administrative, hearing or other fees).We will be responsible for our arbitration fees. 23) NOTICES;GOVERNING LAW;JURISDICTION. a) General.Whom you are contracting with under this Agreement, who you should direct notices to under this Agreement,what law will apply in any lawsuit arising out of this Agreement, and which court can adjudicate any such lawsuit to this Agreement are as follows: 13 CiRecTrac,LLC All rights reserved. Last revision December 2024 Whom you are RecTrac,LLC d/b/a Vermont contracting Systems with: Notices to be 12 Market Place sent to: Essex Junction,VT 05452 tgUal&v v 2ntas u ts,�a rn Governing law Vermont is: Courv� having State courts of Chittenden exclusive County,Vermont,or the jurisdiction are: U.S.District Court for Vermont Manner of GivingNotice.Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writingand shall be deemed to have been given upon ( )personal delivery;( )the second business day after mailing;(c)the second business day after sending y confirmed facsi ile;or( )the first business day after sending y email(provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to you shall be addressed to the designated contact person identified in the Services Agreement at the email address or physical address listed. c) Agreement to GoverningJurisdiction.Eac party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above. Waiverri 1. Each party hereby waives any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. 24) GENERAL PROVISIONS. a) Privacy Rights.You are required to comply with our Privacy Statement,which may be revised from time to time, and which is expressly incorporated into the Agreement. Minimum it is/Interoperability. It is your responsibility to ensure your computer systems, internet connections, IT infrastructure, peripherals, systems, servers, mobile devices and/or workstations comply with the minimum system requirements necessary to receive our Services.We shall not be responsible for any internet speed or connectivity issues at your location,or other problems related to your technology equipment, including third-party internet service or your IT infrastructure.You shall be required to comply with our technical specifications. c} Reference.You agree that,within 30 days of the Effective Date,we may issue a new business press release about our business association and post your logo and a briefdescription of your business on our website. Independent ContractorI tit i . Our legal relationship i you is that of an independent contractor.The Agreement does not form a partnership,franchise,joint venture, employment, encyand/or fiduciary relationship between you and us. e) Non-Discrimination Endorsement. Wa shall not discriminate in our employment ractices and will render all Services under the Agreement without regard to race, color, religion, sex, sexual orientation,age, national origin, veteran's status, political affiliation, or disabilities.Specifically, we will abide y the requirements of Title VI of the Civil Rights Act of 1964, as amended by the Equal Employment Opportunity Act of 1972,the Vietnam Era Veteran's Readjustment Assistance Act of 1 7 ;Title IX of the Education Amendments of 1972,and the Fair Housing Act of 1968, s amended. 14 OReffrmt,LLB°:All rights reserved. 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I ...f I� � �. � n .. ii � ..�I i f ., / � .. iM v. .. . � / l �A: . /i" �/ /f. / �. v. f� / � f ., � / � � i �, ..#.I x / f ! ik / '/i M /r f / / f l/� / l `}� i � • I / � � / M i f /i f l!�: � � � ... .: ... / � .. � f e:. / ;M f f fi f' F f'� if .I /i' / f � / YF / /E / �E ! /'� 1 'i'/� � . �-.. . � f / �r f �� l . n / i. . / If � d�f/ / i. ` II / / ii r�! Y .i f � / i'f / y.it / / F /'�: / /.�• `f �: / // / +.II .� � « ... /� � .n / .. .t r .I / / M � /. .. f / .., . ,. / �., �. � tit � /, �, <. I . . :� . . / / " / .f ♦ N� ��^ M VERMONT SYSTEMS prioritization of documents that should be deemed to control and govern:first,any later-signed Addenda or Statement of Work(as applicable);then the Services Agreement;then the Service Level Agreement(as applicable);then the Terms of Service;then the Privacy Policy. Electronic Signature.The Agreement may be executed in any number of counterparts,each of which when executed shall be deemed an original, but such counterparts togethers all constitute one and the same instrument. Delivery of executed counterparts by email, PDF, or other electronic delivery method shall be effective as delivery. Electronic signatures, including any click-sin process,will be deemed as original Consentsi ess Electronically. By signing the Services Agreement,you consent to do business electronically, which means that you agree that all VS agreements and policies, including amendments thereto and documents referenced therein,as well as any notices, instructions, or any other communications regarding transactions and your agreements it VS may be presented,delivered,stored, retrieved,and transmitted electronically.You must keep us informed of any change in your electronic or mailing address or other contact information.Your electronic signature, including,without limitation clicking "Agree and Continue"or"I Accept" or an action of similar meaning or significance,shall bet the legal e uivalent of your manual signature.You may withdraw your consent to doing business electronically at any time by contacting us and withdrawing your consent. However, any communications or transactions between us before your withdrawal of such consent, will be valid and binding. 16 (VRecTrac,LLc AH rights reserved. Last revision December 2024 V R,tO r,11 SYSTEMS S E RV CE 1.,E V iE I E E�L AG��l �M ''IIIIII IIIIII [SJU�RPORT)i At Vermont Systems,we highly value our customers and are dedicated to delivering top-quality support services to ensure the seamless operation of your software systems.Our Service Level Agreement(SLA) defines the level of support you can anticipate from us,specifying our response times,issue resolution procedures,and overall support quality.With our proficient team of software professionals and unwavering commitment to customer satisfaction,you can rely on us to meet all your software support requirements with competence. Terms not specifically described in this Service Level Agreement for Support("Support SLA")shall have the meanings as set forth in Section I of the Terms of Service or elsewhere in the Agreement. 1. ELIGIBILITY.This Support SLA shall apply only to Customers receiving Vermont Systems°Support Desk, including"live"support channels by phone or chat.To be eligible for the Support SLA, Customers must be current in their payment of Fees to Vermont Systems and must remain compliant with the terms and conditions of the Agreement. 2® CASE PRIORITIES.To provide high-quality support and to effectively assign resources to incoming cases,the following four types of case priorities have been identified: *Final determination of priority will be agreed upon by the case contact(s)and Vermont Systems. Critical business impact occurs on a production system preventing business operations. End Users and Patrons are prevented from working within the Software with no workarounds. Examples include:Software crashes or goes Priority I Critical off-line,-functionality critical to business operation not available;data breach or loss of Customer Data. Significant business impact occurs on a production system severely impacting business operation.End Users and Patrons are impacted by the issue but may still be able to work in a limited capacity within the Software. Examples Priority 2 Major include significant performance degradation, functionalities important to business operation not available; loss of Software functionality has an escalating impact on business operations. Minor business impact occurs on a production system that causes a partial or non-critical loss of functionality in the Software. A limited number of End Priority 3 Medium Users and/or Patrons are affected. Issues occurring on a non-production system in the Software. Examples Priority 4 Low include: a question,comment, or enhancement. 0 2024 by Vermont Systems Page l 1 VERMONT SYSTEMS 3. RESPONSE TIMES.VS will respond and escalate support issues in accordance with the table below.All days referenced below are business days. Priority 1 Priority 2 Priority 3 Priority 4 (within) (within) (within) (within) Initial Response I hour 4 hours 24 hours 48 hours Escalation Stage VS will escalate within the operations team. Operations will engage development resources as needed. Notification will be made to Operations leadership for issue awareness. Communication cadence on specific cases will be defined by the case contact(s)and Vermont Systems on a case-by case scenario. 4. CUSTOMER REPORTING CHANNELS;PROCESS.Support Desk Customers experiencing support issues must report customer support concerns through V°S®s established support channels, including; a) Customer Support Portal:accessed by going to support-vermontsystems.com available(24/7) b) Chat Support-available through the support portal—Monday through Friday,SAM -5 PM c) Email:support@vermontsystems.com d) Customer support line:877-883-8757,leave voicemail,(monitored during business hours only). SAM-813M eastern time,Monday-Friday. After-Hours Emergency Support.Leave voicernall at 802,490-1911— receive VS Support response within 15 minutes.(After hours emergency support fees apply) All issues or questions reported to support are tracked with a support case that contains at a minimum the Customer account name,contact person,software product and version,module and/or menu selection,detailed description of the issue,and any other pertinent information.Case statuses are viewable on the VS support portal.Each case is stored in a queue and the first available support representative will be assigned to the next case issue based on priority.While reviewing the case issue,the assigned support person will contact the Customer,if additional information is needed.The VS support person will either resolve the issue or advise Customer regarding the status and the course of action being taken to resolve it.All correspondence and actions associated with a case are tracked in the support database.If the issue needs to be escalated to a development resource,Customer will be informed.While issues escalated to development will be scheduled for resolution,they may not be resolved immediately depending on the nature and complexity of the issue.Customer may view the development status at any time. Sr. Open Database Connectivity(ODOC).VS will support establishing an ODOC connection in environments where allowed(such as VS Premium Cloud Hosting). The database schema can be printed running the "RecTrac Dictionary Listing"report from within the RecTrac application. Current entity relationship diagrams are also available(can be accessed via VS FTP site). No other ODBC support services will be provided by VS, such as but not limited to development assistance and development troubleshooting. 2024 by Vermont Systems Page 12 HOSTING SERVICES ADDENDUM This Hosting Services Addendum ("Addendum") between RecTrac, LL /b/a Vermont Systems ("VS,- "us," " or""our") and Monroe County, L("Customer," "you,"or"your) is intended to revise the Services Agreement, inclusive of all relevant attachments, schedules,exhibits and/ r Adden a(collectively, "Agreement")previouslyor simultaneously executed between the Parties by adding to the Agreement the terms and con l ions listed below. Terms not defined herein shall have the meanings provided in Section 1 of the VS Terms of Sery'k;,e. 1, TERM. The terra of this Addendum will commence on the date executed by the Customer and will run coterminous with the Service Agreement entered into on ® HOSTING SERVICES. Customer is adding VS's Standard Hosting Services to the suite of products and services that it is receiving from VS, as reflected in the updated Order Schedule,Vermont Systems Terms of Service apply tot is Addenda ® HOSTING OBLIGATIONS.If Customer chooses us for hosting services, and we actually store Customer Data on a V controlled system or service, then, in addition to those terms and conditions described in our Privacy Policy, and provided us omer remains current in its payment of Hosting Fees and otherwise compliant with the Agreement, then we make the following limited representations and warranties with respect to our hosting services:we will,at all times during the Term of the Agreements (a) maintain a comprehensive data security program which includes reasonable and appropriate technical, organizational and security measures against the destruction, loss, unauthorized access or alteration of Customer Data (including Patron Data, as applicable)which measures will be no less rigorous than the accepted security standards for similarly situated companies in the industry,and(b)provide our hosting services in a good and workmanlike manner, and (c) offer hosting services which, to the best of our knowledge, comply with applicable local,state or federal laws. The limited representations and warranties describe herein shall be subject to any other limitations of liability described by the Agreement. 4. PAYMENT TERMS. Payment Terms as listed in the Vermont Systems e s of Service and/or Service Agreement applies to this Hosting Addendum,including the COLT increase. S. Breach for Non-Payment clause as listed in the Vermont Systems Terms of Service applies to this Hosting Addendum. 6. PROHIBITED USE. The Prohibited Use clause as listed in the Vermont Systems Terms of Service applies to this Hosting Addendum. 7e OWNERSHIP RIGHTS. The Ownership i hts clause as listed in the Vermont Systems TerrrLs of Services lies to this Hosting Addendum. CLIENT8. RESPONSIBILITY. You shall be responsVe for all liabilities arising out of your acts and omissions including any use of Vermont System's Software, products, or Hosting Services. a LIMITED WARRANTIES. Limited Warranties Clause as listed in the Ve ont Systemse s of Service applies tot is Hosting 1 Addendum 10.LIMITATIONS OF LIABILITY. Tee tire Limitation of Liability section as listed in the Vermont Systems Terms of Service applies to this Hosting Addendum 11.HOLD HARMLESS. The Hold Harmless Clause as lasted in the Vermont Systems Terms of Service applies to this Hosting Addendum 12.PRIVACY RIGHTS. The Privacy Clause as listed in the Vermont Systems Terms of Service applies to this Hosting Addendum 11ASSIGNMENT. The Assignment Clause as listed in the Vermont Systems Terms of Service applies to this Hosting Addendum 14.FORCE MAJEURE. The Force Majeure Clause as listed in the Vermont Systems Terms of Service applies to this Hosting Addendum 1 S.CONFLICTING PROVISIONS. Except as expressly revised in this Addendum, the Agreement will remain in full force and effect. If there is any conflict of inconsistency between this Addendum and the Agreement, the Vermont Systems Terms of Service will control. VS's acceptance may be evidenced by its fulfillment of the Agreement which this Addendum revises. Except as otherwise described m this Section, no modification of this Agreement, including, but not limited to, subsequent terms included within your Purchase Orders, will be binding unless in writing and manually signed by an authorized representative of the parties, 16.VS STANDARD HOSTING SERVICE - SLA. VS.Standard Hosting Service Level Agreement(SLA) can be found here: N/S stairidaii-d Hostling-5c which may be revised from time to time, and which are expressly incorporated into the Agreement. AGREED TO BY: Monroe County, FL Exhibit Only - No signatures [Name) Date [Title] ACCEPTED BY: RecTrac,LLC d/b/a Vennont Sysitenis Exhibit Only ® No signatures By.Patrick Hayden Date Its:President 2 V E F? IN' "I" S Y�S T i�E IM S PAYTRAC PAYMENT SERVICES ADDENDUM This PayTrac Payment Services Addendum ('Addendum')between RecTrac, LLC d/b/a Vermont Systems ('VS")and Monroe County, FL('Customer")is intended to revise the Services Agreement, inclusive of all relevant attachments,schedules,exhibits and/orAddenda(collectively,'Agreement")previously or simultaneously executed between the Parties by adding to the Agreement the terms and conditions listed below. I TERM.The term of this Addendum will commence on the date executed by the Customer and will run coterminous with the primary Vermont Systems Serviced Agreement _(date of related Agreement if applicable). 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("SMAK)and VS's Terms of Service and 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 process 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 or inconsistencies between this Addendum and the Agreement, VS Terms of Service will control.VS's acceptance may be evidenced by its fulfillment of the Agreement which this Addendum revises, AGREED TO AND ACCEPTED BY: Monroe County, FL 1 Exh'bit 0Ajy -�o stnatures Print Name: Date Title: @RecTrac,LIX All rights reserved. Last Revision:01/3/2025 SUB-MERCHANTPAYTRAC PAYMENT SERVICE TERMS AND CONDITIONS AGREEMENT. These PayTrao 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 ("S ") 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. 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 Se ices"), In exchange for Payment Services,you agree to pay us the rates. fees and other charges described in the Agreement (collectively, "Fees"). esi es 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, "Car s" 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 ill receive the right to accept payments from customers, clients and/or members (collectively, " Users") through validly issued bancards ('cards"') associated with the Card Brands, and/or, if approved, through automated clearing house transactions(" ") regulated by the National Automated Tearing House Association(" ") We wll only provide you with Payment Services for transactions run can active,non-defaulted End User agreements properly delivered to us through the appropriate system in accordance with the Agreement's terrns and conditions including,without limitation,this Sub Merchant Agreement. 3) APPLICATION PROCESS; UNDERWRITING; T SERVICES. Completion of the SMAA and submission through our standard underwriting process shall be a re-requisite and re-condition to your receipt of Payment Services, If you fail to meet our there-current underwriting requirements,, or the then-current underwriting requirements of our Processor(as ap lice i'e),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 o 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 usiness;transaction information, processing volumes, payment types accepted address of business locations where payments 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 terminate 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 Terrns&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. a) For Private Sector Enfitles Only. You expressly authorize us to make business credit inquiries , if applicable, personal credit inquiries (including, without limitation, credit report inquiries into your Control Owner or Authorized Contact).identity-verification inquiries,transaction-verification inquiries and any rather 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). DESIGNATION ASLIMITED Y T° 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 piatfornt 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 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, . 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 Wa will process transactions m accordance with your written instructions, the agreement(s) in place with us or End Users, and applicable law,rules or regulations. RecTrac,LLC All rights reserved. Last Revision:03/03/2025 6) DESIGNATED ACCOUNT. You will be required to provide and maintain a business bank account with a U.S.-chartered bank (your'Designated Account,"or,if you have more than one account,your"Desigsated 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 PER MAJOR CARD BRANDS. 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")fora 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;(a)add a surcharge to transactions except as expressly permitted by,and in full compliance with,the Card Brands operating regulations; (Q 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; 0)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); (1) 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 networks9 (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 including,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 termMating your access to the system or platform. In receiving Payment Services, you further acknowledge, represent and warrant that you will not KNOWINGLY make Payment Services available to(i)any person who appears of the U.S. Department of Treasury Office of Foreign Assets Control Specially Designated Nationals I1sL (ii)any person who is less than 18 years of age; (uh 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 the 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) CLIENT RESPONSIBILITY.You shall be responsible for all liabilities arising out of your acts and omissions including any use of Vermont System's Software, products, or Payment Services. 9) 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.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. VRecTrac,LLC All rights reserved. Last Revision:03/03/2025 10) REGULATORY STATUS. In providing Payment Services to you,we are your designated agent for certain 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 Card Brands, and our Processor 11) TERM; TERMINATION OF PAYMENT SERVICES. The term of this Sub-Merchant Agreement will run concurrently with the Term as described in your Agreement. We shall have the right to terminate this Sub-Merchant Agreement at any time for cause, and shah have no liability to you for any such termination. Upon termination, you shall immediately cease using the Payment Services, We shad have the right to remove your Designated Account information upon termination of the Sub- Merchant Agreement, and 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 12) 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 taxing 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 acknowledge 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 m the Terms of Service. 13) CARD BRAND RULES. If you accept cards issued by any of the major Card Brands,then in addition to these Payment Terms and Condition,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: a) VISA: usa.visa,com/merchants/�0ggMlig��S/0 �ectulations.htrnI b) Mastercard: thapDsa:l,�ww�w.mas�tercard.us/en-usibusiness/overviewfsu ortlrules.h I c) AMIEj2lagAREM:www.amedcaneKgEgjasgm°�serchantoo. raids d) 2Iscover. h2psL/1www discovernetwork com/en-us1fag, a) For transactions involving ACH, a copy of the NACHA operating rules and guidelines are available at www.achruIes2g line.,Bret. 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 facAitator, 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 complly with, the provisions of the Cardholder Information Security Program (LISP) 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 14) 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 Opt-BWe 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:h!tV5//iPm:a9x9: static. (c)you expressly authorize us to submit transactions to,, and receive settlement from,American Express on your behalf; (d)you expressly consent to our collection and disclosure of transaction "g, QRecTrac,LLC All rights reserved. Last Revision:03/03/2025 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 business purposes, including commer6al 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 merchant 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 you 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 sales 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 immediately 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 quality 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 wfll provide specific and adequate disclosures to cardmembers on the collection, use, and processing of personal data. 16) PCI DSS We have implemented certain technk;aI and procedural safeguards to keep Cardholder Data safe 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 Merdiiagit Quidle tit Safe 1Iayrnqntq 11200 to learn more about what you can and should do to protect payment transactions at your placeof 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. 16) 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 catendar month to your account If we assign a Processing Urnit,we will communicate it to you in writing. 17) MERCHANT SERVICES AGREEMENT 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 Arnourrf),, 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 18) NEGATIVE ACCRUALS. We reserve the right to collect a "Per Fiscal Day Over Draft Fee" if your account goes negative during any given remit cycle.See Schedule A for details 19) 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 advance request must be sent to us in writing. If an advance is granted, you agree to pay a 'Per Wired Funds Transfer" for each 0 RecTrac,LLC Al I rights reserved. Last Revision:03/03/2025 advance provided. 20) 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. 21) 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. 22) ACH PROCESSING.To enable you to make and accept ACH payments,you authorize us to originate credit or debit records forte 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 bethe 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 charge back 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 oft a 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 charge auk for wKch 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 ours onsor 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 tote 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),- (b)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 oft is 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 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 mvestigation or prosecution. You hereby expressly agree @RecTrac,LLC All rights reserved. Last Revision:03/03/2025 N 4 at 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 ether 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. 2 ) HOLD HARMLESS To the extent permitted by State law, You shall hold us and all third parties that assist in providing the Payment Services harmless from and against any and all ciaims, arising out of any , action, audit, investigations, inquiry, or other proceeding instituted by a third party person or entity that relates to: (a) any actual or alleged breach of your representations, or obligations set forth in the Sub-Merchant Agreement; ( )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 orservice that you provide or any claim or dispute arising 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; (a) your violation of any applicable law; or( any other pa "s access and/or use of the Payment Services with your access credentials. 29) NO WARRANTIES. THE PAYMENT SERVICES ARE PROVIDED AS IS AND AS AVAILABLE BASIS. USE OF THE PAYMENT SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED Y APPLICABLE , THE PAYMENT SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHEREXPRESS OR IMPLIEO, INCLUDING, UT NOT LIMITED TO, IMPLIED AR A TIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, 3 ) LIMITATION ON LI I ITY. WE SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING T NOT LIMITED TO,, LOSS OF SALES, GOODWILL,PROFITS OR REVENUES. OUR LIABILITY UNDER THIS SUB-MERCHANT AGREEMENT FOR ANY CLAIM SHALL NOT EXCEED THE AMOUNT OF FEES YOU ACTUALLY PAID TO US FORS VICES IN THE THREE (3) MONTH PERIODDIRECTLY PRIOR TO THE ACTION GIVING IS TO ALLEGED LIABILITY. SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED DIRECTLY OR INDIRECTLY Y:(A)YOUR ACT CAR OMISSION,OR THE ACT OR OMISSION OF ONE OF YOUR AFFILIATES OR END USERS: ( ) YOUR USE OF OR INABILITY TO USE THE PAYMENT SERVICES; (C) DELAYS O DISRUPTIONS IN THE PAYMENT SERVICES; ( ) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE PAYMENT SERVICES; ( ) BUGS, ERRORS,, OR INACCURACIES OF ANY KIND IN THE PAYMENT SERVICES, UNRELATED TO OUR SOFTWARE-, (F)ACT OR OMISSIONS OF THIRD PARTIES; (G)A SUSPENSION G OTHER ACTION TAKEN IN ACCORDANCE WITH THE TERMS OF THIS SUB-MERCHANT AGREEMENT;(H)OUR 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 A I ACCORDANCE WIT THIS SUB-MERCHANT AGREEMENT OR APPLICABLE ; (1)ANY BREACH BY YOU OFT IS SUB-MERCHANT AGREEMENT; (J) INCORRECT OR INCOMPLETE TRANSACTION INFORMATION: OR ( ) OUR ELECTION TO SUSPEND PROVIDING PAYMENT SERVICES ON THE PSIS OF OUR LEGAL, COMPLIANCE, OR RISK POLICIES, 3 ) 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 alb of our, our banks 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 of your duties and obligations hereunder. If you breach„ or threaten to breach, any oft e provisions oft is 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 oft is section would cause irreparable harm to us in that money damages would not provide an adequate remedy, 2) PERSONAL GUARANTY(Private sector only). If an individual executes this Sub-Merchant Agreement on your behalf as a guarantor, then such individual personalfily 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 sander the Sub-Merchant Agreement. ) INDEPENDENT CONTRACTOR. The relationships of the parties to this Sub-Merchant Agreements all be solely that of 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. RecTrat,LLC All rights reserved. Last Revision:03/03/2025 34) 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 35) 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 or decrease in card processing costs, we reserve the right to adjust fees accordingly, associated with Payment Services, with prior written notice and supporting documentation. CRecTrac,LLC All rights reserved. Last Revision:03/03/2025 VERMONT SYSTEMS PAYTRAC PAYMENT SERVICE RATES & FEES* u i�u im'm'ni ilm uiuV i�mi a ullllmi i. iiiiii i ImU �. Customer/Sub-Merchant onroe County„ FL Payment FacWtator: RecTrac, LLC d/b/a Vermont Systems Funds received by 11 9 pin ET will be deposded inCustomer's designated Payment Processoc WorldPay,LLC account within three(3)business days Sponsor Bank: Fifth Third Bank * Customer acknowledges and accepts that VS will collect its fees and charges for Payment Service directly from the FTIACH draft associated with the business location VS is not responsible for funding delays due to weekends,federal ohdays or Farce Majeure events orincidents. —Daily settlement cut-off times are Midnight local time, IFq,,,. ..t.ICa ..l..11'» UIIIt;IVlOR... Imu � nlm I Master rd Per electronic.authorization7$$ Co� Asa Fier sale transaction .... .25 Discover Credit card account updater fee 1.,00 If&when available and option selected/elected ......... ......... ......... _.__ .. .,.,,,. ........ _....... ......... ......... AMEX Per char e ac request or return processed 2500 astercard-Via Discover-A X acquired gross purchase sale% 2 % ,m RecTrac,U.0 All rights reserved. Last Revlsiow 0.3/031202.5 %��' ��< IE IF?,1 I "; I�'"�I��11F SYS,,,,,117 III ,: II W� I f�d - h c Fl f c per sale tr ns a..%on.... ... 1 1 O Fir¢r„ ssln FI c aunt upd ter 0,50 overdraft f $ I tf9 f3� I� rfus Idy.. . . ....... _ .m_..._. Funding Fs F� rirnd funds transfer '15� t� r Fl redA I deHt per funds transfer 010 PCB IVa�rR.,a�ompH nc Fee(Monthly rate)per MID,to be assessed if the Customer its found to be FOCI non-compliant„not to exceed$75 t 1. NOTES Customer. Vermont .... Systems: RecT r� ,,,, mm.. s .. ......mm._.......__....r ........1 1Vermont_. . .. stems.......__ ® ` ,,mr�mrvmmmmmmmmmmmmmmmExhibit .... .... natures ..... ......... ......... ._ .._ ...... : y: Patrick Hayden (Print ) Its: Its: President (Title) tDate: QRP.cTrac,LLC All rights reserved. Last RevlSo=03/03/2025 ��_ VERMO III T SYSTEIAS *Part of Composite Exhibit A - EXHIBIT ONLY To be completed by Monroe County Contract Administrator AND III'Vl E N T (s M A,A), Business/Sub-Merchant(provide legal entity name) Doing Business As(if applicable)- Date of Formation Approx.Years in Business Business Address Tax to(FEIN) Website(URL) Business Phone Primary Contact Name(For General Communicationsl i Primary Contacts Phone Primary Contact Email Public Individual Corporation Partnership Other Business Type ElSole OS-Corp ElGeneral 01'rion-Profit (Select one) Private OProprietorship DC-Corp ElPartnership, (501C) [Individual DLLC CLimited CGovernment 01oartnership, 00ther: Has this business processed credit cards Has�thrs business ever been terminated from Will this business be What payment methods before? accepting credit cards from any network? running a presale prior to opening? Will the business accept? [) i RUN Yes [:]No ElYes E]No 11 No Ej ! L[:]Debit redit [:]ACH Briefly describe the nature of the services provided by this business. What types of payment would this business like to accept? Elin Person El Online OTelephone ElMail-in ORecurring Billing Annual Card Volume (Card Annual ACH Volume Avg Ti M Max.Ticket Credit Card(Si Total Annual Sales-All Transaetioms $ Location/Business Name Business Address Some Business Phone a Sec.s address 77E] 7 2 3 4 El Merchant ID Account Name(will appear on statement) Associated Section 3 Location or Address Type of MID "Annual Card Revenue Serylice Fee Location#: 27 Location#: 3 Location#: 4 Location#: E-1 FILE NAME:SMAA,PIJUIC Il Femplate,Sub Merchant Apphcation And Algreement @RecTrac,LLICAU rights reserved. Last Revision:09/26/2023 Why o We Need ThisInformation?We requirecertain information i r compliance i a ®Y sty wa " regulations promulgated by the Financial Crimes Enforcement Network Bureauthe U.S. art f Treasury. KYC regulations seek to prevent financial crimes and the fundingf terrorism, r things. The information sought below is required I ions. "Control erg' must be provided. Control Owner is not required t have an ownershipinterest in the Sub-Merchant and the Control s a natural person with significant s i i it control, manage or directthe activities of the Sub-Merchant's business. Control Owners often havetitle of CEO, CFO, COO, Managing Member, General Partner, President, or Treasurer. CONTROL OWN ER/AUTHORIZED CONTACT(MUST BE A NATURAL PERSON)®Denotes required fields for all applicants Full_LellalNarme Date of Birth' Address l-lorme or Business)° Title Phone Faesare@arBaasin@ss ® Email' Rank tVame Account Name RoutingNumber MIC# Account Plumber ACKNOWLEDGEMENT:By signing below,Sub-Merchant expressly acknowledges that:(1)the individual signing this Stab-Merchant Agreement has the proper legal authority to bind the Saab- erchant;(2)the Sub-Merchant's Application for payment services may be rejected in underwriting 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;(d)the Payment Service Terms and Conditions,and any rather documents referenced as being part of the agreement,shall become part of this Sub-MerchantAgreement;(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. AUTHORIZATION:Sub-Merchant expressly authorizes the Payment Facilitator identified below to take the following actions:(l)to establish a primary 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 purposes 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; (d) 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 affiliates or subsidiaries,directly from the Saab- Merchant's EFT/ACH draft;(6) to set up a reserve account where Payment Facilitator considers it reasonably necessary to protect its legitimate business interests; (7)to withhold the remittance of any funds in accordance with lawful orders,garnishments and/or tax levies;(R(to recoup,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(g(to transfer billed amounts to an account held by Payment Facilitator to facilitate the settling of transactions run at the Slab-Merchant's place or places of business. SUBMITTED AND REED TO BY: ACCEPTED BY: (Sub-Merchant) r s t Facilitator Name.and n Date NameandTide 009 FILE NAME:SMAA PUBLIC 2 Template:Sub Merdiant Application And Agreement VRecTrac,LLCAlI rights reserved. Last Revision:09/26/2023 "Exhibit B" 07128/2026 VERMONT SYSTEMS Quote Number., QUO-17972-M51139 Software Pricing is valid for 120 Days Hardware Pricing is Subject to Change Prepared For: Monroe County Prepared By: Dylan Greer(Sales Executive) Key Largo, FL Email: DylanG@vermontsystems.com Contact Name: Gabriel Price,IT Project Manager Toll Free: 877-883-8757 Contact Email: Price-Gabe @MonroeCounty-FL,Gov Direct Phone: 802-255-2151 Contact Phone. 305-295-5127 Explanation of Quote: RecTrac 3.1 Pricing Notes- Year 1:$18,048(Prorated) Years 2:V8,589,44 Year 3:$19,147.13 Year 4:$19,721 Z5 Year 5:$20,31120 Optional Year 6:$20,922.60 Optional Year 7:$21,55028 WebTrac App Base-One Time Setup Fee t(9) 1 $2,000.00 $200.00 $1,80000 Tax: Total: $1,800.00 Software Subscription Voorkgroup/Advanced Software Subscription Bundle-up to 5 1 $74500 $67050 $74.50 $8,046,00 Users t(8) Credit Card Gateway Fees ERI Gateway Interface(Per MID) t(11) 111 $50.00 $55000 $6,600,00 WebTrac App Base Level(2-9 RecTrac Users) t(10) 1 $315.00 $283.50 $31 so $3,402,00 Tax: $0.00 Total: $1%048.00 Vermont Systems Scheduled Service Cancellation Policy Cancellation Fee Policy-See Footnotes t(2) 1 $0 N) SD D01 IIIIII ll Project Implementationrrraining-remote(estimated) 320 Hour $125,00 $4,000-00 Project Discovery-remote(estimated) 00 Hour $12500 $1,000-010 Tax: $0.00 Total: $5,000.00 Application Software Add-Dins $11,80000 Services(recurring)(prorated year 1) $18,04800, Training&Expenses $5'000,0101 Total: $24,848.00 For planning purposes.the annual recurring cost will be: $18,048,00' www,vermantsystems,com sales@vermontsystems.com /q/' r ,,,, of era -17 Software pricing rs valid for 120 Days Hardware Pricing is Subject to Change ... Scheduled Service(-'uarace a'tnoll'q t`Pa"iY:!"5:: ttb" of the p6ce per s+WIND*.J idled block of kiirmp./m6rraiw'rwurn t'Y a.00 t...low to aava idll Cancellation t iee Houdy Services--Customer is required to proadiicle rnotiice at least 3 business days pr'uor to the schec9ullect tra'uning, Multi(My or On Site"..amiir:es--1.u,stunrYaelr is required tu.a proadnde notice at least 3 weeks prior to the scheduled tr,aurrnurng. Vermnmcuaat b'y,stierns lRtla'C::IfraaaiK::Workip,p-iK:up,oAd7u"k:wrbC::q'd;Ad;;61 warn-.P IItin. e or Vvlp to y llser rn 14 ies;5 VS":ttaarndaard Level Hosting R,ec:lrar./%NebFir,ar tor: �h,atlr llt,V fRer,llistratllons Facility Reservations Pass hBlau'ui.agerrrmemnlC/hAernibershiips rtB r,8lrngcvt^rwta':arryadlfacl etswt aft t':ards Equipment/Ste Rentals. League ache:;luhnmg Pt'f;ha Fheaatre/Verrouue"l'lu:l efi nrp(Venue Sir.acting frlp Reservations Marauaclernent ..lwa:a�r.:Vau'sr lN�lamnarocf�errmn:raat , .. ('md'."r'su:;aa'aaa rraluner Scheduling Intrrin"liar:Business lritelingence. Mobile tRecTraac—"naafi Interface l't'oritraact Ilwc'tlaraa:orgemr ent Ifflel rraprVirtu M Itautinc Roorn(if rroq:eclled) RerTri;:aic AM Access PaayTrac(with 3 l'w llfds» IEconxm/Retaall,a°IhiAWO at Paay�r"rac l.IM ranter:,2.fa5a%,&'$ 5 per trams SNI b Textnmwg(,30k 1"gaaats,t}wal Rec"l'rac, lnstallmm ent Bulling Optroma GL lmtei1aac:e• Standard"Template Option act-aa&/Brochure Standard Ifernplaate Ol:sfio n tR;ecTrac SS (' drrwcfl°°:w:!:anq°.pum-ion) Eii:naa te'Sdw ma,rla e(' far (:)ptionrr AcIdwomall leatures,rrw odWes'an'd Lap�a bliidltle s are available ale at the Prerrw urn'roc.bs riiptlon Rundle Lev ell. Add on optnrwma s are nakx)avanl«ab e,including the VVeb'rani::Ar.:ap,Acces,Controlll,K. ask,G'AfT'rar,lvla n"r'a ac„a reddit'lonad IS MIS pK xts,add'rtionaul Pa, lraa naw Yt NIlcvat� Ptandsrrf t rrtrmgaar, 9 lyVebtrac App One l'nume l:r'altllal Wtaup l i!q-" (includes,4 hours.of appl cuatio: n tragna'ai"g,remote basrnd) Bill rng t4iote.:: B Riling t'or Wetffrac:dRpp Setup fee 7awnlll ocr..:a.ur on the date of the App lrrrwplrwrrmientatiiu:am lrla:k c4f call. 110 Ntl eb"l'raac App ., Base(level The fit'ml::a'll°raac Apo regWres aarn Apple Deve,11oper II ,ermse, od'wach you as the App account owner rn ust prc whale, llThie aannu.u,all subscrip61on fee t'or this(lien nse is'$9 (Pwd dnrecvy to Applea ,VB ll'nrrwl I114ote: Bftng for'Weka't rac App will of:cuur on the date of the App l plernentaatlicrrn(kick off call. I R Basic pei,,1'raac,and'ho ebTrar Exlrerna8 Rel,irein Gateway Rmterrfac-e for any cif the VS IP0 compliant amteg atecl pa'ymaramat ca:amil optloa'ntr. "thus'fee is per Merchant lD required(per Mfll:);l. This fens c;ad!s not include p,aynnernt card terry in ails or t:ru�nsa:tlorn processing r1 �, m� rug feeswww verrruontsysterras.corKr 2 � salesvermontsysterms corn 78/6/2025 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 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. 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). PRODUCER CONTACT NAME: Susan D.Masters,CIC Arthur J. Gallagher Risk Management Services, LLC PHONE Ext: 513-977-3139 FAX No:513-977-4641 201E 4th Street (A CE-MAIL Suite 625 ADDRESS: susan_masters-oh@ajg.com Cincinnati OH 45202 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Continental Insurance Company 35289 INSURED CLUBLLC-01 INSURERB:Valley Forge Insurance Company 20508 Clubessential Holdings LLC INSURERC:American Casualty Company of Reading, PA 20427 9987 Carver Rd Ste#230 Blue Ash, OH 45242 INSURERD: Columbia Casualty Company 31127 INSURERE:Zurich American Insurance Company 16535 INSURER F: COVERAGES CERTIFICATE NUMBER:1891766322 REVISION NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD B X COMMERCIAL GENERAL LIABILITY Y 6079684571 11/15/2024 11/15/2025 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $100,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY� PRO- � LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: EBL $1,000,000 A AUTOMOBILE LIABILITY Y 6079684568 11/15/2024 11/15/2025 COMBINED SINGLE LIMIT $1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X Hired PhyDam Hired PhyDam $75,000 A X UMBRELLALIAB X OCCUR 6079684604 11/15/2024 11/15/2025 EACH OCCURRENCE $5,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$1 n nnn $ G WORKERS COMPENSATION 6079684599 11/15/2024 11/15/2025 X C AND EMPLOYERS'LIABILITY Y/N 6079684585 11/15/2024 11/15/2025 STATUTE ER CA&AIDS ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICE R/M EMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Prof/Cyber-CM 652510479 3/23/2025 3/23/2026 E Crime-3rd Party MPL6958336-02 1/15/2025 1/15/2026 Ea Claim $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Complete Named Insured:Clubessential Holdings, LLC f/k/a CE Holdco, LLC;CE Management Holdings, LLC;ClubReady, LLC; LEGP II Blocker(CR), Inc; iKizmet, Inc; ClubReady Canada Software, ULC; RecTrac, LLC d/b/a Vermont Systems; RecDesk, LLC(+5/16/24); Clubessential, LLC; BlueGolf, LLC;Advance Scoreboards, LLC d/b/a taskTracker(+5/22/24); GolfCompete, Inc d/b/a foreUP; RW2 Marketing& Design, Inc d/b/a 1-2-1 Marketing; Exerp Buy Co; Exerp America Inc OH Employers Defense Liability(Stop Gap): Policy#6079684571; 11/15/2024-11/15/2025$1,000,000/$1,000,000/$1,000,000 APPROVED BY RISK MANAGEMENT CGL: CNA74872XX(01/15)CNA Paramount Technology General Liability Extension Endorsement provides: BYn� See Attached... DATE 8.06.2 CERTIFICATE HOLDER CANCELLATION WAIVE,RN/AXYEs SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County, Florida ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Information Technology 1200 Truman Ave., Ste. 211 AUTHORIZED REPRESENTATIVE Key West FL 33040 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CLUBLLC-01 LOC#: ACOOR 0 ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Arthur J. Gallagher Risk Management Services, LLC Clubessential Holdings LLC 9987 Carver Rd Ste#230 POLICY NUMBER Blue Ash, OH 45242 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE -Additional Insured by Contract,Agreement or Permit when required in a written contract with you; -Waiver of Subrogation when required in a written contract with you The client does not have any owned/titled vehicles at this time. 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 BA:CA0444(10/13)Business Auto-Waiver of Transfer of Rights of Recovery Against Others to Us(Waiver of Subrogation). Blanket when required by contract with you. 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. WC:WC430305(07/00) Utah Blanket Waiver of Subrogation when required in a written contract with you. WC:G1916013(11/97)California Blanket Waiver of Subrogation when required in a written contract with you. Umbrella is follow form regarding underlying: CGL BA WC Prof/Cyber Retention: $ Retro Active 3/23/11 Prof/Cyber: Liability Insurance Policy coverage form: - Prof/Cyber: CNA7181 0XX(1 1/12) Third Party Crime Deductible: $25,000 Monroe County BOCC is shown as Additional Insureds solely with respect to General Liability and Auto Liability coverage as evidenced herein as required by written contract with respect to work performed by the Named Insured. ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NA Business Auto Policy CPolicy Endorsement AU TO 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 endorsement to such provision do not apply. TABLE OF CONTENTS I. AMENDMENTS TO LIABILITY COVERAGE St v A. Who Is An Insured 3o 1. Majority Owned Corporations 30 YJ 2. Newly Acquired Organizations a2_ 3. Additional Insureds Required By Written Contracts 4. Employee-Hired Autos D *1 B. Increased Loss of Earnings Allowance C. Fellow Employee Coverage 41 II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A A. Increased Loss of Use Expense aB. Broadened Electronic Equipment Coverage 0 III. AMENDMENTS TO BUSINESS AUTO CONDITIONS ry A. Knowledge of Accident or Loss B. Knowledge of Documents i C. Waiver of Subrogation a D. Unintentional Failure To Disclose Hazards E. Primary and Non-Contributory When Required By Contract 1 IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury 1. 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) Policy No:BUA 6079684568Poli Endorsement Effective Date: Endorsement Expiration Date: cy Effective Date: 1 1/15/2024 Endorsement No: 15;Page: 1 of 4 Policy Page: 65 of 88 Underwriting Company:The Continental Insurance Company, 151 N Franklin St,Chicago,IL 60606 Copyright CNA All Rights Reserved. CNA 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: (1) The end of the policy period of this Coverage Form; or (2) 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 11 - 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: 1. Which are no longer in force; or ii. Whose limits have been exhausted. B. Increased Loss of Earnings Allowance Under SECTION II — COVERED 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 11 — 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 III — 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. B. Broadened Electronic Equipment Coverage Under SECTION III — 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) Policy No:BUA 6079684568 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 11/15/2024 Endorsement No: 15; Page: 2 of 4 Policy Page. 66 of 88 Underwriting Company:The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. CNA 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 $100 deductible applies to this provision, and supersedes any otherwise applicable deductible; or 2 b. Designed to be operated solely by use of the power from the auto's electrical system and is: III Removable from a housing unit which is permanently installed in or upon the covered auto; (2) An integral part of the same unit housing any electronic equipment described in paragraphs a. or b.(1) above; or (3) Necessary for the normal operation of the covered auto or the monitoring of the covered a auto's operating system. o Ill. AMENDMENTS TO BUSINESS AUTO CONDITIONS 0 L A. Knowledge of Accident or Loss aUnder BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, - Claims, Suit, or Loss is amended to add the following subparagraph a.(4): (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 Z Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, LO Claims, Suit, or Loss is amended to add the following subparagraph b.(6): LO (6) If your employees know of documents concerning a claim or suit, this will not mean that you have o 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 fallowing: Form No: CNA83700XX(10-2015) Policy No:HUA 6079684568 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date. 11/15/2024 Endorsement No: 15; Page: 3 of 4 Policy Page: 67 of 88 Underwriting Company:The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 ®Copyright CNA All Rights Reserved. Business Auto Policy CNAPolicy 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 prior to accident or loss. IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, mental anguish or mental injury sustained by that person which results as a consequence of the physical injury, sickness or disease. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and 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 shown below, and expires concurrently with said policy. Form No:CNA83700XX 00-2015) Policy No:DUA 6079684568 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 11/15/2024 Endorsement No: 15; Page:4 of 4 Policy Page: 68 of 88 Underwriting Company:The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 0 Copyright CNA All Rights Reserved. DNA Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER OFOILIR RIGHT TO RECOVER FROM OTHERS'ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered b this policy. We will not 9 P Y Y 1 rY Y P Y enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated lnsurers,; 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 shown below, and expires concurrently with said policy unless another expiration date is shown below. 03 N tl a a a N 0O M A H 0q r w 0 Ln N f�l 4 4-I m rr, c c c c Form No:WC 00 03 13 (04-1984) Policy No:WC 6 79684599 Policy Endorsement Effective Date: Endorsement Expiration Date: Effective Date:1 1/1 512024 Endorsement No; 13; Page: 1 of 1 Policy Page:295 of 478 Underwriting Company:American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Copyright 1983 National Council on Compensation Insurance. C AWorkers Compensation And Employers Liability Insurance Policy Endorsement This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1 . ❑ Specific Waiver Name of person or organization 0 Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Refer to Schedule of Operations N All other terms and conditions of the policy remain unchanged. 0 0 a N This endorsement, which forms a part of and 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 I m effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy M unless another expiration date is shown below. N N .i b Ln N M O 4i O 0 m N 0 r1 rt 0 a 0- Form No:WC 42 03 04 B(06-2014) Policy No:WC 6 79684599 00 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 11/15/2024 Endorsement No:85; Page: 1 of 1 Policy Page: 449 of 478 Underwriting Company;American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Copyright 2014 National Council on Compensation Insurance, Inc. AIt.Rights Reserved. CNA Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER,UTAH - • • ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. {This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.} This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of rights does not release your employees' rights against third parties and does not release our authority as trustee of claims against third parties. Schedule N x Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. o All other terms and conditions of the policy remain unchanged. m 0 This endorsement, which forms a part of and 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 shown below, and expires concurrently with said policy unless another expiration date is shown below. N N V O O O N M A H (0 O r] .D N L". N Ln N M C W Q N M N co ri C C Form No:WC 43 03 05 (07-20001 Policy No:WC 6 79684599 Policy Endorsement Effective Date: Endorsement Expiration Date: Effective Date: 11/15/2024 Endorsement No: 87; Page; 1 of 1 Policy Page: 453 of 478 Underwriting Company:American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 0 Copyright 2000 National Council on Compensation Insurance,Inc. .fir.. CNA Business Auto Policy Policy Endorsement + • - + • • • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM V With respect to coverage provided by this endorsement, the provisions of the.Coverage Form apply unless 31 modified by the endorsement. n z This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. n Named Insured: CLUBESSENTIAL HOLDINGS LLC Endorsement Effective Date: 11/15/2024 c S SCHEDULE Names) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT y OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. r 14 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Form No: CA 04 44 10 13 Policy No: 6079684568 Policy Endorsement Effective Date: Endorsement Expiration Date: Effective Date;11/15/2024 Policy Endorsement No: 1;Page: 1 of 1 Page: 37 of 88 Underwriting Company:The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright Insurance Services Office, Inc.,2011 NCA Workers Compensation And.Employers Liability Insurance Policy Endorsement '9LANKET WAIVER,OF OUR • RECOVER FROM, OTHERS I This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. l All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, CD takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another LO effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. n " o v 0 0 6. ko cc ao M p H N rn C7 r �o 0 0 w 0 m N 0 c 0 N G O O Form No:G-19160-B (11-1997) Policy No:6079684585 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:11/15/2024 Endorsement No: 2; Page: 1 of 1 Policy Page:45 of 66 Underwriting Company:The Continental Insurance Company, 151.N Franklin St,Chicago, IL 60606 0 Copyright CNA All Rights Reserved. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART 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 endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured-Primary And Non-Contributory To Additional Insured's Insurance 3, Bodily Injury—Expanded Definition 4. Broad Knowledge of Occurrence/Notice of Occurrence S. Broad Named Insured 6. Estates,Legal Representatives and Spouses 7. Expected Or Intended Injury—Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability—Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 0 " 14. Non-owned Watercraft 15. Personal And Advertising Injury—Discrimination or Humiliation 0 16. Personal And Advertising Injury-Limited Contractual Liability 17. Property Damage-Elevators 0 18. Supplementary Payments 19. Property Damage—Patterns,Molds and Dies m 0 20. Unintentional Failure To Disclose Hazards N g 21. Waiver of Subrogatlon—Blanket 0 CNA74872XX(1-15) Policy No: 6079684571 Page 1 of 14 Endorsement No: 6 Nat 'l Fire ins Co of Hartford Effective Date: 11/15/2024 Insured Name: 'Valley Forge Insurance Company Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permisslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A.through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A.through K.below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury,property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured;or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily Injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising Injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872XX(1-15) Policy No: 6079684571 Pafae 2 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Datett1/15/2024 Insured Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the,ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising Injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily Injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted .by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. 0 H. State or Governmental Agency or Subdivision or Political Subdivisions—Permits 0 A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily Injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: 9 a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, 9 canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults,street banners, or decorations and similar exposures; or 0 b. the construction, erection, or removal of elevators; or N c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property,damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74872XX(1-15) Policy No: 6079684571 Paae 3 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date:11/15/2024 insured Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted materlal of Insurance Services Office,Inc.,with Its petmisslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, properly damage or personal and advertising Injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d.or f.above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J.does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74872XX(1-15) Policy No: 6079684571. Paae 4 of 14 Endorsement No; 6 Valley Forge Insurance Company Effective Date:11/15/2024 Insured Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Servlces Office,Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J.also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization/Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily Injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a. this Coverage Pant provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily Injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE 0 g A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own r insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that quality as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: 0 Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS,the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical ^^� injury,sickness or disease. _ 4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE _ Under CONDITIONS,the condition entitled Duties in The Event of Occurrence,Offense,Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872XX(1-15) Policy No: 6079684571 Paoe 5 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Datw 1/15/2024 Insured Name: CLUBHSSENTIA,L HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,wfth Its permisslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim 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 give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part, However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. S. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3.in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part;or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise,which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided'by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES I PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company;or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. S. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. CNA74872XX(1-15) Policy No: 6079684571 Paae 6 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date: 11/15/2024 Insured Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Offtca,Inc.,with[is permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 6. ESTATES,LEGAL REPRESENTATIVES,AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or properly transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such persons capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses'acts,errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A -- Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended.lnjury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. S. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named ti Insured, 0 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE o , Solely with respect to bodily injury that arises out of a health care Incident: A. Under COVERAGES, Coverage A—Bodily Injury And Property Damage Liability,the Insuring Agreement is amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to m the Named Insured's primary business purpose,.and only if: 0 (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. n (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: 1. add the following to the Employers Llabllity exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: i GNA74872XX(1-15) Policy No: 6079684571 Pace 7 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date11/15/2024 Insured Name: CLUBBSSENTLAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted rnaterlal of Insurance Services office,Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees, iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Madicald Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: 1. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; 1. Speech therapist; J. Other allied health professional;or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. CNA74872XX(1-15) Policy No: 6079684571 Page 8 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date:,1/15/2024 insures Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permisslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance,situation, transaction, event, advice or decision will be considered to constitute a single occurrence; Ill. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business;and (2) bodily Injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs(a), (b),(c)and(d)of Paragraph 2.a.(1)of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: a Other Insurance 0 8 b. Excess Insurance 0 (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer g instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES 1 PARTNERSHIP/LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: • the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor • the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX(1-15) Policy No: 6079684571 Pace 9 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date: 11/15/2024 Insured Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Ina.,with Its parmrsslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an Insured with respect to its interest in such joint venture, partnership or-limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising Injury arising out of such offense,first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY—DAMAGE TO PREMISES A. Under COVERAGES, Coverage A -- Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c.through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6.(the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. anyone premises while rented.to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is$500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (i) That is property insurance for premises rented to a Named Insured,for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage part. CNA74872XX(1-15) Policy No: 6079684571 Page 10 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date?1/15/2024 InsureCl Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted rnaterfal at Insurance Sarvlces Office,Inc.,with Its permisston. CrNA CNA PARAMOUNT Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C—Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 0 3. the aircraft is not being used to carry persons or property for a charge. 0 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A -- Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. gThis exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long;and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS,the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: i� 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: 4 CNA74872XX(1-15) Policy No: 6079684571 Paaa 11 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Datet 1/15/2024 Insured Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office,Inc.,with Its permisslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury.This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1.ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising Injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) .such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74872XX(1-15) Policy No: 6079684571 Page 12 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date:11/15/2024 Insured Name: CLUBESSENTIAL HOLDINGS LLC copyright CNA All Rights Reserved. Includes copyrighted material of Insurance ServioBs Office,Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal. or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS--COVERAGES A AND B: 1. Paragraph 2.d.is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured'and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b)is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in. the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2)of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising Injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B--Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 0 17. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs(3), (4)and(6)of 0 the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. IQ B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the g Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other W basis that is Property insurance covering property of others damaged from the use of elevators. 4 16. SUPPLEMENTARY PAYMENTS s 0 The section entitled SUPPLEMENTARY PAYMENTS--COVERAGES A AND B is amended as follows: A. Paragraph 1.b.is amended to delete the$250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and ..r B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE-PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs(3)and (4)of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of$25,000 per policy period applies to this PROPERTY DAMAGE-PATTERNS MOLDS AND DIES coverage, and this limit: CNA74872XX(1-15) Policy No: 6079684571 Paae 13 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date: 11/15/2024 Insured Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance SeMces Office.Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance;the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part,the insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION-BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However,this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part: and 2. was executed prior to the bodily injury, property damage or personal and advertising Injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX(1-15) Policy No: 6079684571 Pace 14 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date: 11/15/2024 Insured Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. unnnnn CNA EPS tech + pro + media + s ci-ir ty + privacy THIS IS A CLAIMS MADE POLICY AND, SUBJECT TO ITS PROVISIONS,APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD AND REPORTED IN ACCORDANCE WITH SECTION VI. CONDITIONS, PARAGRAPH B. CLAIM EXPENSES ARE WITHIN THE LIMIT OF LIABILITY. PLEASE REVIEW THE POLICY CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. In consideration of the payment of the premium and in reliance upon all statements made in the Application furnished to the Insurer designated in the Declarations, a stock insurance corporation (the "Insurer"), the Insurer and the Insureds agree as follows: I. INSURING AGREEMENTS A. ENTERPRISE LIABILITY COVERAGES If the Insuring Agreement has been purchased, as indicated in the Declarations, the Insurer will pay on behalf of the Insured all sums, in excess of the retention and up to the applicable limit of liability, that the Insured shall become legally obligated to pay: 1. Technology and Professional Liability as Damages and Claim Expenses resulting from any Claim first made against the Insured during the Policy Period, or any Extended Reporting Period, if applicable, alleging Wrongful Acts by the Insured, or by someone for whose Wrongful Acts the Insured is legally liable; 2. Media Liability as Damages and Claim Expenses resulting from liability imposed by law or Assumed Under Contract resulting from any Claim first made against the Insured during the Policy Period, or any Extended Reporting Period, if applicable, alleging Wrongful Acts by the Insured, or by someone for whose Wrongful Acts the Insured is legally liable; 3. Network Security Liability as Damages and Claim Expenses resulting from any Claim first made against the Insured during the Policy Period, or any Extended Reporting Period, if applicable, alleging Wrongful Acts by the Insured or by someone (including a Rogue Employee or Third Party Custodian)for whose Wrongful Acts the Insured is legally liable; 4. Privacy Injury Liability as Damages and Claim Expenses resulting from any Claim first made against the Insured during the Policy Period, or any Extended Reporting Period, if applicable, alleging Wrongful Acts by the Insured or by someone (including a Rogue Employee or Third Party Custodian)for whose Wrongful Acts the Insured is legally liable; 5. Privacy Regulation Proceeding as Damages (including Privacy Regulation Fines)and Claim Expenses resulting from any Privacy Regulation Proceeding first made against the Insured during the Policy Period, or any Extended Reporting Period, if applicable, alleging Wrongful Acts by the Insured or by someone (including a Rogue Employee or Third Party Custodian)for whose Wrongful Acts the Insured is legally liable. c f,ll., YII]h 2()11 INA, All I,'J(JIIIrr unnnnn CNA EPS tech + pro + media + s ci-ir ty + privacy B. REIMBURSEMENT COVERAGES If the Insuring Agreement has been purchased, as indicated in the Declarations, the Insurer will reimburse the Insured Entity: 1. Privacy Event Expense Reimbursement for Privacy Event Expenses, up to the Privacy Event Expenses limit of liability and in excess of the Privacy Event Expenses retention; 2. Extortion Demand Reimbursement for Extortion Payments up to the Extortion Payment limit of liability and in excess of the Extortion Payment retention; 3. Privacy Regulation Investigation for Privacy Regulation Investigation Expense up to the Privacy Regulation Investigation Expense limit of liability and in excess of the Privacy Regulation Investigation Expense retention. C. FIRST PARTY BUSINESS INTERRUPTION COVERAGE AND EXTRA EXPENSE If the Insuring Agreement has been purchased, as indicated in the Declarations, the Insurer will pay the Insured Entity all First Party Loss in excess of any applicable retention and up to the applicable limit of insurance that the Insured Entity incurs due to an Exploit that causes Network Impairment during the Policy Period. D. HOW COVERAGE APPLIES 1. The coverages provided under paragraph A. above apply only if: a. prior to the inception date of this Policy or the first such policy issued and continuously renewed by the Insurer, of which this Policy is a renewal, whichever is earlier; 1. no Executive Officer knew or should have known that any such Wrongful Act, or Related Wrongful Acts, might result in such Claim; 2. such Wrongful Act has not been the subject of any notice given under any prior policy; b. such Wrongful Act occurred on or after the applicable Retroactive Date as set forth in the Declarations and prior to the end of the Policy Period; and, c. the Claim is reported to the Insurer in accordance with Section VI. CONDITIONS, paragraph B. NOTICE OF CLAIM OR CIRCUMSTANCE/PRE-CLAIMS ASSISTANCE/DATE OF CLAIM. 2. The coverages provided under paragraph B. above apply only if: a. the Privacy Event is first discovered, the Extortion Demand is first made or Privacy Regulation Investigation is first initiated during the Policy Period; and, b. the Privacy Event Expenses, Extortion Payments or Privacy Regulation Investigation Expenses are incurred within twelve months after the date that the Insured reports the Privacy Event, Privacy c f,ll., YII]h 2011 INA, All I'.icJhl:, unnnnn CNA EPS tech + pro + media + s ci-ir ty + privacy Regulation Investigation or Extortion Demand in accordance with Section VI. CONDITIONS, paragraph B. NOTICE OF CLAIM OR CIRCUMSTANCE/PRE-CLAIMS ASSISTANCE/DATE OF CLAIM, and such amounts are consented to in writing by the Insurer, such consent not to be unreasonably withheld. E. VICARIOUS LIABILITY 1. Third Party Vicarious Liability Coverage Any entity or natural person the Insured Entity is required by written contract to include as an insured for liability of such entity or natural person for an Insured's Wrongful Acts shall be insured under this Policy but solely to the extent that a Claim is made against such entity or natural person for a Wrongful Act of an Insured, and only so long as the written contract is entered into before such Claim occurs, provided: a. there shall be no coverage afforded to such entity or natural person for its Wrongful Acts; and, b. nothing herein shall serve to confer any rights or duties to such person or entity under this Policy, other than as provided in this paragraph. 2. Assumed Liability of Insured The Insured Entity is insured for liability it assumes in a written contract or agreement under which it assumes the tort liability (liability that would be imposed by law in the absence of any contract or agreement) of another party incurred by such third party as a result of an Insured's Wrongful Act provided the Wrongful Act gives rise to a Claim and occurs subsequent to the execution of such contract or agreement. Solely for the purposes of liability assumed by the Insured Entity in such contract or agreement reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be Damages provided: a. liability to such party for, or for the cost of, that party's defense has also been assumed in such contract or agreement; and, b. such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which Damages to which this insurance applies are alleged. Any coverage afforded by this paragraph is subject always to all of the Policy's terms, conditions and exclusions. IL DEFINITIONS ' The following defined words shall have the same meaning throughout this Policy, whether expressed in the singular or the plural. Application means all signed applications, any attachments to such applications, other materials submitted therewith or incorporated therein, and any other documents submitted in connection with the underwriting of this Policy by the Insurer, or any other policy underwritten by the Insurer or its affiliates of which this Policy is a direct or indirect renewal or replacement. Assumed Under Contract means liability of others, for Matter furnished by the Insured, that the Insured agrees to assume under a hold harmless or indemnity agreement but only to the extent such liability arises out of any Wrongful Act. c ql,'o,/YIgh 2011 INA, All I'.II,JIIIrr unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy Claim means: A. a written demand (other than an Extortion Demand)for monetary damages or non-monetary relief, including a demand for injunctive or declaratory relief; B. a civil proceeding in a court of law or equity or any alternative dispute resolution proceeding; C. a Privacy Regulation Proceeding, against an Insured, alleging a Wrongful Act including any appeal therefrom. Claim also means a written request received by the Insured to toll or waive a statute of limitations in connection with a Claim as defined by paragraphs B. and C. above. However, a Claim does not include any criminal proceeding or criminal or civil investigation. Nor does a Claim include any regulatory proceeding except if the regulatory proceeding is a Privacy Regulation Proceeding. Claim Expenses mean: A. fees charged by attorneys designated by the Insurer or by the Insured with the written consent of the Insurer; B. all other reasonable and necessary fees, costs and expenses resulting from the investigation, adjustment, defense and appeal of a Claim if incurred by the Insurer including, but not limited to, premiums for any appeal bond, attachment bond or similar bond but without any obligation of the Insurer to apply for or furnish any such bond. In the event the Insured is entitled by law to select independent counsel to defend the Insured at the Insurer's expense, Claim Expenses also include fees the Insurer must pay to such counsel provided that such fees are limited to fees charged in accordance with the rates the Insurer actually pays to counsel the Insurer retains in the ordinary course of business in the defense of similar Claims in the community where the Claim is being defended; However, Claim Expenses do not include fees and expenses of independent adjusters or salaries of the Insurer's officials or employees. Commerce Operations means the Insured Entity's income producing activities. Consumer Redress Amounts means a sum of money which the Insured is legally obligated to deposit in a fund as equitable relief for the payment of consumer claims due to an adverse judgment or settlement of a Privacy Regulation Proceeding. Consumer Redress Amounts do not include any sums paid which constitute taxes, fines, penalties, injunctions or sanctions. Damages mean: A. settlements,judgments (including any award of pre-judgment and post-judgment interest on a covered judgment), or other amounts for which the Insured is legally obligated to pay on account of a covered Claim; B. punitive and exemplary damages and the multiplied portion of multiplied awards (subject to this Policy's other terms, conditions and limitations). Enforceability of this paragraph shall be governed by such applicable law that most favors coverage for such punitive, exemplary and multiplied amounts; C. Consumer Redress Amounts with respect to Insuring Agreement A.5. Privacy Regulation Proceeding only. However, Damages do not include: c ql,'o,/YIgh 2011 INA, All I'.icJhl:, unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy 1. civil or criminal fines, penalties, taxes, sanctions or forfeitures, imposed on an Insured, except that this does not apply to Privacy Regulation Fines and Consumer Redress Amounts; 2. fees, costs and expenses paid or incurred or charged by any Insured, no matter whether claimed as restitution of specific funds, financial loss, mitigation expenses, set-off amounts or payments in the form of service credits or coupons or other non-cash consideration; 3. liquidated damages pursuant to a written contract or agreement in excess of the Insured's liability caused by the Wrongful Act; 4. the Insured's production costs, or the Insured's cost of reprinting, recalling, recovering, shipping, mailing, correcting, reprocessing, restoring, repairing, replacing, or reproducing erroneous, damaged or lost tangible property or Matter; 5. any amount attributable to the cost of any non-monetary relief, including without limitation any costs associated with compliance with any injunctive relief of any kind or nature; 6. funds, monies, or securities that an Insured transferred or failed to transfer; 7. any loss of investment income; 8. any amounts assessed as royalty fees or payments; 9. any amount for which an Insured is absolved from payment by reason of any covenant, agreement or court order; 10. plaintiff's attorney fees or expenses associated with items 1.through 9. above. Domestic Partner means any spouse and any person qualifying as a domestic partner under any federal, state, foreign or other law (including common law), statute or regulation or under the Insured Entity's employee benefit plans. Denial of Service Attack means an attack executed over one or more Networks or the internet, which attack is designed and intended to disrupt the operation of one or more Networks and render the Networks inaccessible to authorized users. Electronic Infection means the transmission of a computer virus. ERISA or any Similar Act means the Employee Retirement Income Security Act of 1974, as amended, or any similar common or statutory law of the United States, Canada or their states, territories or provinces or any other jurisdiction anywhere in the world. Executive Officer means: A. any duly elected or appointed Chief Executive Officer, Chief Financial Officer, Chief Information Officer, Chief Privacy Officer, Chief Security Officer, Chief Risk Officer, Chief Legal Officer, Risk Manager, General Counsel, in- house attorney designated to be in charge of litigation, or the functional equivalent of any of the foregoing, of the Named Insured; B. an official in an Insured Entity organized and operated in a Foreign Jurisdiction who is holding a position that is equivalent to an executive position listed in A. above. c ql,'o,/YIgh 2011 INA, All I'.icJhl:, unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy Exploit means Unauthorized Access, Electronic Infection or a Denial of Service Attack by a third party. Extortion Demand means an incident or series of related incidents occurring during the Policy Period where an Insured Entity receives a threat to launch an attack on, to suspend, or to otherwise disrupt a Network, disrupt or deface the Insured Entity's website or release or use Protected Information in the Insured Entity's care, unless monies are paid or specified action is taken, and an Executive Officer believes there is an imminent and probable danger of such action. An Extortion Demand does not include any demand seeking monies from the Insured Entity that are allegedly due and owing pursuant to contract or operation of law. Extortion Payment means all reasonable and necessary expenses incurred by the Insured Entity with the Insurer's prior consent, in order to respond to an Extortion Demand, including payment of monies demanded by an extortionist. Extortion Payments do not include such expenses to the extent the Insured Entity has recovered such expenses or been reimbursed for them from any other source. Extra Expense means any reasonable and necessary expenses, in excess of the Insured Entity's normal operating expenses, that the Insured Entity incurs during the Period of Restoration associated with restoring and resuming Commerce Operations, including: A. reasonable expense incurred to minimize the interruption of Commerce Operations not covered elsewhere in this Policy; and, B. reasonable expense incurred to resume Commerce Operations on a temporary basis, including those associated with securing temporary third party Internet Service Provider services, temporary website and/or e- mail hosting services, rental of temporary Networks, other temporary equipment or service contracts. First Party Loss means: A. the amount of net income, before interest, tax, depreciation or amortization, that the Insured Entity would have earned during the Period of Restoration but for the Network Impairment; and, B. Extra Expense. However, First Party Loss does not include: 1. ordinary operating expenses incurred by the Insured Entity during the Period of Restoration; 2. costs or expenses to update, upgrade, enhance, or replace the Insured's Network beyond that which existed prior to the occurrence of the Network Impairment; 3. costs or expenses the Insured Entity incurs to prove or document First Party Loss; 4. Privacy Event Expenses and Extortion Payments. Foreign Jurisdiction means any jurisdiction, other than the United States or any of its territories or possessions. Insured means the Insured Entity and: A. any natural person who was, is or becomes an employee (including leased and temporary employees), director, officer, trustee, manager, member or partner of the Insured Entity but solely with respect to a Wrongful Act committed within the scope of such individual's duties on behalf of the Insured Entity; unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy B. any natural person independent contractor of the Insured Entity but solely with respect to a Wrongful Act committed within the scope of such individual's duties on behalf of the Insured Entity; C. any natural person of an Insured Entity organized and operated in a Foreign Jurisdiction who is holding a position that is equivalent to an executive position listed in A. above. Insured Entity means the Named Insured and any Subsidiary including any such entity: A. as a joint venturer but only with respect to such Insured Entity's interest in such joint venture; B. as a debtor in possession under United States bankruptcy law or an equivalent status under the law of any other country. Internet Services means services to obtain, maintain or use the Internet, Intranet or extranet, including, but not limited to: A. services as an Internet access provider, application service provider, domain name registrar, domain name register, search engine, web browser; B. web hosting, e-commerce transaction services, electronic exchange and auction services, Internet media services, managed and network security services, public key infrastructure services and web portal services; C. development, design and maintenance of chat rooms, websites, e-mail services, bulletin boards. Management Control means owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of, or having the right, pursuant to written contract or the by-laws, charter, operating agreement or similar documents, to elect, appoint or designate a majority of the Board of Directors of a corporation; the management committee members of a joint venture; or the members of the management board of a limited liability company, the general partners of a limited partnership or the partnership managers of a general partnership or the Foreign Jurisdiction equivalent of any such entity. Matter means any content regardless of its nature or form. Named Insured means any entity named as such in the Declarations. Network means a network owned or operated by or on behalf of or for the benefit of the Insured Entity, provided, however, Network does not include the Internet, telephone company networks, electrical grids, or other public infrastructure network. Network Impairment means the disruption, modification, destruction or damage to the Insured's Network that results in the impairment of the Insured Entity's Network to such an extent that the Insured Entity is substantially unable to conduct Commerce Operations. Nonpublic Corporate Information means proprietary and confidential information including trade secrets, of a third- party entity. Period of Restoration means the period of time that: A. begins with the date and time that Commerce Operations have first been interrupted by a Network Impairment and after application of the Business Interruption Waiting Period Retention, as specified in the Declarations; and c f,ll., YII]h 2011 INA, All I'.icJhl:, unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy B. ends with the earlier of: 1. the date and time Commerce Operations are restored to substantially the level of operation that existed prior to the Network Impairment; or, 2. the date and time Commerce Operations would have been restored to substantially the level of operation that existed prior to the Network Impairment if the Insured Entity exercised due diligence in remediating such Network Impairment. Personal Information means any information relating to an identified or identifiable natural person. Policy Period means the period from the effective date of this Policy to the Policy expiration date stated in the Declarations, or its earlier cancellation date. Pollutants means any substance exhibiting hazardous characteristics as is or may be defined or identified on any list of hazardous substances issued by the United States Environmental Protection Agency or any state, local or foreign counterpart. Pollutants also means, without limitation, any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste (including materials to be recycled, reconditioned or reclaimed), as well as any air emission, odor, waste water, oil or oil products, infectious or medical waste, asbestos, or asbestos products or any noise. Privacy Event means any act, error or omission which, in the reasonable opinion of an Executive Officer did cause or is reasonably likely to result in the unauthorized disclosure or the unauthorized use of Protected Information. Privacy Event Expenses means all reasonable and necessary fees, costs and expenses incurred by the Insured Entity and consented to by the Insurer: A. to directly effect compliance with a Security Breach Notice Law including notification to individuals or entities who are required to be notified; B. to provide voluntary notification to individuals or entities whose Protected Information may have been subject to a Privacy Event; C. to hire a computer forensics firm to investigate the existence and cause of a Privacy Event and to determine the extent such Protected Information has been or may have been disclosed; D. to hire an attorney or expert to determine the applicability of and the actions necessary to comply with Security Breach Notice Laws; E. to minimize harm to the Insured Entity's reputation from a Privacy Event, including but not limited to the costs to set up a call center or provide a credit monitoring service for those impacted by a Privacy Event. However, Privacy Event Expenses do not include the costs, fees and expenses necessary to remediate any deficiencies that gave rise to the Privacy Event. Privacy Injury means: A. unauthorized collection, disclosure, use, access, destruction or modification of Protected Information; B. failure to implement, maintain, or comply with policies and procedures stating the Insured's obligations with regard to Protected Information. c f,ll., YII]h 2011 INA, All I'.icJhl:, unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy Privacy Regulation Fines means civil fines, sanctions or penalties insurable under applicable law and imposed under any Privacy Regulation Proceeding for a violation of any Security Breach Notice Law or any law, statute or regulation governing Protected Information. Privacy Regulation Investigation means a civil, administrative or regulatory investigation or written request for information by a federal, state, local or foreign governmental authority in connection with any law governing Protected Information or any Security Breach Notice Law, and that is reasonably likely to give rise to a covered Claim. Privacy Regulation Investigation Expenses means all reasonable and necessary expenses incurred by the Insured Entity with the Insurer's prior consent, in order to respond to or effectuate compliance with a Privacy Regulation Investigation. Privacy Regulation Investigation Expenses shall not include Privacy Event Expenses. Privacy Regulation Proceeding means a civil, administrative or regulatory proceeding by a federal, state, local or foreign governmental authority, alleging a Wrongful Act as defined in paragraph E. of the definition of Wrongful Act. Professional Services means those services performed for others that are specified in the attached "Professional Services Endorsement". If no "Professional Service Endorsement" is attached to this Policy, no Professional Services are covered under this Policy. Property Damage means: A. physical injury to tangible property including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; B. loss of use of tangible property that is not physically damaged which is caused by an accident, including continuous or repeated exposure to substantially the same general harmful conditions. Tangible property does not include electronic data. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. Protected Information means Nonpublic Corporate Information or Personal Information. Related Claims mean all Claims based upon or arising out of a single Wrongful Act or any Related Wrongful Acts. Related Wrongful Act means all Wrongful Acts that are logically or causally connected by any common fact, circumstance, situation, transaction, event, advice or decision. Retroactive Date means the date set forth in the Declarations. Rogue Employee means a past, present or future employee of the Insured Entity who acts outside of his or her scope of employment. Security Breach Notice Law means any statute or regulation that requires an entity that maintains Protected Information to provide notice to specified individuals of any actual or potential unauthorized disclosure or potential disclosure of such Protected Information. Subsidiary means any entity in which the Named Insured has Management Control directly or indirectly through one or more other Subsidiaries: c f,ll., YII]h 2011 INA, All I'.II,JIIIrr unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy A. on or before the effective date of this Policy; B. after the effective date of this Policy by reason of being created or acquired by the Insured Entity after such date, if and to the extent coverage with respect to the entity is afforded pursuant to Section VI. CONDITIONS, paragraph K. COVERAGE FOR NEW SUBSIDIARIES. Takeover means: A. the acquisition of Management Control of the Named Insured by another entity or person, or group of entities or persons acting in concert; B. the merger of the Named Insured into another entity such that the Named Insured is not the surviving entity; or C. the consolidation of the Named Insured with another entity. Technology Product means: A. hardware, firmware, software or source or object code; B. information technology equipment, electronic device, electronic component or computer peripheral; C. any wireless or wire line telecommunication equipment including, but not limited to, wireless, wireline, satellite or broadcast network equipment, that is created, designed, manufactured, sold, or distributed by or on behalf of the Insured Entity or licensed or leased by the Insured Entity to others. Technology Services means: A. information technology services including, but not limited to: 1. designing, developing, programming, writing, testing, installing, servicing, supporting, maintaining, repairing and updating software including any modification and reengineering and providing training, updates and support; 2. planning, designing, developing, engineering, installation and maintaining computer systems, computer networks and electronic systems; 3. managing and operating computer systems, computer networks and facilities, as well as facilities support services; 4. designing and publishing prepackaged and custom designed application and systems software; 5. data processing, management, warehousing and data hosting including data entry, conversion, destruction and analysis; B. Internet Services; C. Telecommunications Services; c ql,'o,/YIgh 2011 INA, All I'.icJhl:, unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy D. outsourcing, education, training, project management or consulting of or related to A. through C. above or on Technology Products. Telecommunication Services means: A. the offering of the electronic or digital transmission of information, including local, regional and long distance wireline and wireless dial tone access and switched services, cable, DSL, ISDN and VOIP services; B. any value added services offered in conjunction with A. above including directory assistance, toll free services, voice mail, paging, call forwarding, call waiting, caller ID and emergency 911 services; C. analysis, design, integration and conversion of telecommunication systems or wireless or wire line telecommunication equipment including satellite or broadcast network equipment. Third Party Custodian means any third party to whom the Insured Entity entrusts Protected Information. Unauthorized Access means any accessing of the Insured Entity's Network or information residing on the Insured Entity's Network by unauthorized persons or by authorized persons accessing or using Insured Entity's Network or information thereupon in an unauthorized manner. Wrongful Act means: A. with respect to Insuring Agreement A.1. Technology and Professional Liability only, a Wrongful Act means any actual or alleged act, error or omission: 1. committed solely in the conduct of Professional Services or Technology Services for others; or 2. resulting in the failure of the Insured's Technology Products to perform the function or serve the purpose intended; B. with respect to Insuring Agreement A.2. Media Liability only, Wrongful Act means: 1. gathering, acquiring, obtaining, researching, developing, editing, preparing, producing, filming, videotaping and recording Matter; or 2. the dissemination or utterance of Matter, through any medium and by any means, including: a. publishing, printing, advertising, marketing, promoting, exhibiting; b. broadcasting, telecasting, webcasting, cablecasting; c. syndicating, selling, leasing, licensing, distributing, serializing or releasing; d. public appearances or performances; e. blogging, tweeting or other forms of online, digital or electronic dissemination, that results in: i. any form of defamation or other tort related to disparagement or harm to the character, reputation or feelings of any person or organization, including but not limited to libel, slander, product disparagement or trade libel; c f,ll., YII]h 2011 INA, All I'.icJhl:, unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy ii. any form of invasion, infringement or interference with rights of privacy or publicity, including but not limited to false light, public disclosure of private facts, intrusion and commercial appropriation of name or likeness; iii. wrongful entry or eviction, trespass, eavesdropping or other invasion of the right of private occupancy; iv. false arrest, detention or imprisonment, abuse of process or malicious prosecution; v. infringement of title, slogan, logo, trademark, trade name, trade dress, service mark or service name; vi. infringement of copyright or any plagiarism, violation of moral rights (droit moral)or passing off, piracy, misappropriation of ideas under implied contract or other misappropriation of property rights, ideas or information; vii. infliction of emotional distress, outrage or outrageous conduct, or any prima facie tort; viii.negligence in connection with the content of Matter; ix. unfair competition or unfair trade practices alleged in conjunction with paragraphs i.through viii. above, including but not limited to dilution, confusion, deceptive trade practices or unfair trade practices, civil actions for consumer fraud, false, disruptive or misleading advertising or misrepresentation in advertising; or x. negligent supervision of an employee alleged in conjunction with paragraphs i.through viii. above; C. with respect to Insuring Agreement A.3. Network Security Liability only, Wrongful Act means any actual or alleged act, error or omission that results in a breach of security of the Network and gives rise to: 1. an unscheduled or unplanned inability of an authorized third party user to gain access to the Network to communicate with the Insured Entity or other computers or computer networks (other than any Internet service provider interruptions); 2. disruption or degradation of a network owned or operated by or on behalf of or for the benefit of a person or entity other than the Insured Entity (other than Internet, telephone company networks, electrical grids, or other public infrastructure network) including but not limited to the infection of a third party network with malware or viruses; or 3. the unauthorized use, disclosure, disruption, modification or destruction of or unauthorized access to any information (other than software) resident on the Network or the unauthorized use, modification or destruction of any software resident on the Network; D. with respect to Insuring Agreement A.4. Privacy Injury Liability only,Wrongful Act means any Privacy Injury; E. with respect to Insuring Agreement A.5. Privacy Regulation Proceeding only, Wrongful Act means any actual or alleged act, error or omission that results in a violation of any statute or regulation governing Protected Information or any violation of a Security Breach Notice Law. III, EXCLUSONS This Policy does not apply to any Claim: c ql,'o,/YIgh 2011 INA, All I'.icJhl:, unnnnn CNA EPS tech + pro + media + s ci-ir ty + privacy A. ASSUMED LIABILITY based upon or arising out of any assumption of the liability of others under any contract or agreement, except that this exclusion does not apply to liability arising under Section I. INSURING AGREEMENTS, Paragraph E. VICARIOUS LIABILITY or, with respect to Insuring Agreement A.2. Media Liability, liability Assumed Under Contract; B. BODILY INJURY/PROPERTY DAMAGE based upon or arising out of any actual or alleged bodily injury (including death), sickness, disease, emotional distress, mental anguish, of any person, or Property Damage, provided however that this exclusion does not apply to: 1. allegations of emotional distress or mental anguish brought under Insuring Agreement A.2. Media Liability; 2. the wrongful infliction of emotional distress or mental anguish arising out of Privacy Injury; C. CLAIMS BY INSUREDS by or on behalf of any Insured provided, however that this exclusion does not apply to: 1. any Claim that is in the form of a crossclaim, third-party claim or otherwise for contribution or indemnity which is part of and results directly from a Claim which is not otherwise excluded under this Policy; 2. any Claim brought or maintained by or on behalf of a bankruptcy or insolvency trustee, examiner, liquidator, receiver or rehabilitator for an Insured Entity or any assignee of such trustee, examiner, liquidator, receiver or rehabilitator; 3. any Claim by an Insured (other than an Insured Entity)that alleges Privacy Injury; D. DELIBERATE ACTS/COMMINGLING OR MISAPPROPRIATION OF FUNDS based upon or arising out of any dishonest, fraudulent, criminal or malicious act or omission, commingling, misappropriation or misuse of funds, intentional wrongdoing or knowing violation of any contract or agreement by or on behalf of an Insured. The Insurer shall pay Claim Expenses of such Claims unless or until a final judgment, ruling or other finding of fact in any proceeding establishes that such act, omission, commingling, misappropriation, misuse or violation was committed. If such act, or such commingling, misappropriation, misuse or violation is so determined to have been committed, the Insured will reimburse the Insurer for all Claim Expenses paid. The Insurer will not defend any criminal act which was the subject of a criminal prosecution in which the Insured was found guilty or pleaded guilty, nolo contendere or no contest. Criminal proceedings are not covered under this Policy regardless of the allegations made against any Insured. Provided, however, that solely with respect to Insuring Agreement A.2. Media Liability, this exclusion does not apply to any such act if an attorney for the Insured Entity approves of such act in advance based upon a good faith belief that such act is protected by the First Amendment to the United States Constitution or any similar law of another jurisdiction; For purposes of determining the applicability of this exclusion: 1. the facts pertaining to and knowledge possessed by any natural person Insured shall not be imputed to any other natural person Insured; and, c ql"o,/YIghl: 2011 INA, All I'.icJhl:, unnnnn CNA EPS tech + pro + media + s ci-ir ty + privacy 2. only facts pertaining to and knowledge possessed by any Executive Officer shall be imputed to the Insured Entities; E. DISCRIMINATION based upon or arising out of any actual or alleged discrimination, humiliation, harassment or misconduct that relate to an individual's race, creed, color, age, sex, national origin, religion, handicap, marital status or sexual preference except that this exclusion does not apply to Claims brought under Insuring Agreement A.2. Media Liability; F. ERISA OR ANY SIMILAR ACT based upon or arising out of any actual or alleged violation of the responsibilities, obligations or duties imposed upon fiduciaries by ERISA or any Similar Act; G. GOVERNMENTAL ORDERS as a direct result of any action or order by any domestic or foreign law enforcement, administrative, regulatory or judicial body or other governmental authority; H. LICENSING AND OWNERSHIP OF MATERIAL by any joint venturer or on behalf of such party based upon or arising out of ownership disputes relating to Matter supplied; I. MECHANICAL OR ELECTRICAL FAILURE AND SERVICE INTERRUPTIONS based upon or arising out of any failure of: 1. electrical infrastructure; 2. telecommunications infrastructure; or 3. any satellite, which is not under the Insured Entity's operational control; J. OVER-REDEMPTION based upon or arising out of price discounts, prizes, awards, coupons or any other valuable consideration given in excess of the total contracted or expected amount; K. OWNED ENTITY made against an Insured by any entity, if at the time of the Wrongful Act giving rise to such Claim: 1. any Insured controlled, owned, operated or managed such entity; 2. any Insured was an owner, partner, director, officer or employee of such entity; c ql,'o,/YIgh 2011 INA, All I'.icJhl:, unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy For the purpose of this exclusion, a 5% or more owner of the voting stock of a publicly held corporation or a 40% or more owner of the voting stock of a privately held corporation shall be deemed to own such entity; L. PATENT INFRINGEMENT based upon or arising out of actual or alleged infringement of patent; M. POLLUTION/NUCLEAR based upon or arising out of: any actual or alleged nuclear reaction, radiation or contamination, or any actual, alleged or threatened discharge, release, escape, or disposal of, or exposure to, Pollutants; any request, direction or order that any of the Insureds test for, monitor, clean up, remove, contain, treat, detoxify, neutralize or in any way respond to or assess the effect of Pollutants or nuclear reaction, radiation or contamination, or any voluntary decision to do so; or any actual or alleged Property Damage, or bodily injury, sickness, disease or death of any person, or financial loss to the Insured Entity, their security holders, or their creditors resulting from any of the aforementioned matters; N. PRIOR WRONGFUL ACTS OF SUBSIDIARIES based upon or arising out of any Wrongful Act: 1. by or on behalf of any Subsidiary whether such Subsidiary qualified as such prior to the inception date of the Policy, or after the inception date of this Policy by virtue of paragraph 1. of Section VI. CONDITIONS, paragraph K. Coverage for New Subsidiaries or by natural person Insureds of any such Subsidiary, where such Wrongful Act occurred in whole or in part before the date the Insured Entity first had Management Control; 2. occurring on or after the date the Insured Entity first had Management Control of any Subsidiary described in paragraph 1. above, which, together with any Wrongful Acts described in paragraph 1. above, would be considered Related Wrongful Acts; O. SECURITIES AND INVESTMENT CLAIMS based upon or arising out of any actual or alleged: 1. filing of any registration statement under the Securities Acts of 1933, or the Securities Exchange Act of 1934, any State Blue Sky Law, or any other state or local securities law; 2. violation of the Investment Advisers Act of 1940, the Securities Act of 1933, the Securities and Exchange Act of 1934, rules or regulations of the Securities Exchange Commission under either or both acts, similar securities laws or regulations of state, or any laws of any state relating to any transaction arising out of, involving, or relating to the public offering of securities; Provided however that this exclusion does not apply to any Claim for Privacy Injury; P. TRADE SECRETS based upon or arising out of any actual or alleged misappropriation of trade secrets obtained by any natural person Insured prior to commencing employment with an Insured Entity; Q. UNFAIR COMPETITION/ANTITRUST CLAIMS/RICO CLAIMS c ql"o,/i (JI'II: 2011 INA, All I,1JcJhl:, unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy based upon or arising out of any actual or alleged: 1. unfair competition, dilution, deceptive trade practices, civil actions for consumer fraud or false or deceptive advertising or misrepresentation in advertising; 2. charges of price fixing, monopolization or restraint of trade; 3. violation of: a. the Federal Trade Commission Act; b. the Sherman Act, the Clayton Act, or any federal statutory provision regarding anti-trust, monopoly, price fixing, price discrimination, predatory pricing or restraint of trade; c. the Racketeer Influenced and Corrupt Organizations Act; d. any rules or regulations promulgated under or in connection with the above statutes, or any similar provision of any federal, state, foreign or other law (including common law)or statute, except that paragraph 1. does not apply to any Claim under Insuring Agreement A.2. Media Liability and paragraphs 1. and 3.a. do not apply to any Claim under Insuring Agreement A.S. Privacy Regulation Proceeding; R. Unsolicited Communication based upon or arising out of: 1. any actual or alleged violation of any federal or state anti-spam statute or regulation, including the CAN- SPAM Act of 2003; or 2. any actual or alleged violation of any federal or state statute or regulation prohibiting the dissemination of unsolicited communications, including any violation of the Telephone Consumer Protection Act of 2001. IV: FIRST PARTY EXCLUSIONS This Policy does not apply to any First Party Loss, regardless of any other cause or event that contributes concurrently or in any sequence to the First Party Loss, caused by or resulting from: A. DEFECTS IN DATA AND SOFTWARE AND NETWORK any defect of design, implementation, operation, incompatibility or any other fault of data and software or the Insured Entity's Network, or any part thereof where such defect or fault is introduced by the Insured Entity's: 1. use of a third party product, including but not limited to software and equipment, in a manner inconsistent with the manufacturer's intended use; 2. modification of a third party product or integration of components in violation of the manufacturer's warranty or other license terms; c ql,'o,/YIgh 2011 INA, All I'.icjhl:, unnnnn CNA EPS tech + pro + media + s ci-ir ty + privacy 3. integration of components in a manner inconsistent with any of the components' intended use as established by its manufacturer; or, B. DELIBERATE ACTS any deliberately dishonest, fraudulent or criminal act or omission, or any willful violation of any statute or regulation, by or on behalf of an Insured; C. GOODWILL any adverse impact on goodwill, reputation or potential future income; D. GOVERNMENTAL ORDERS any action or order by any domestic or foreign law enforcement, administrative, regulatory or judicial body or other governmental authority; E. PROPERTY DAMAGE direct physical loss of or damage to property; F. VALUE OF STOCKS any change in value of shares, stock or securities; G. VENDOR ACTS unauthorized and deliberate malicious act or omission by a vendor or other third party authorized by the Insured Entity to perform services on the Insured Entity's Network. V. LIMITS OF LIABILITY/RETENTION A. POLICY AGGREGATE The amount set forth as the Policy Aggregate Limit of Liability in the Declarations shall be the maximum aggregate limit of liability of the Insurer for all Damages, Claim Expenses, Privacy Event Expenses, Extortion Payments, Privacy Regulation Investigation Expenses and First Party Loss under this Policy. The Scheduled Limits of Liability set forth in the Coverage Schedule in the Declarations are sub-limits which further limit and do not increase the Insurer's limit of liability under this Policy Aggregate Limit. The limits of liability set forth in paragraph B. below are subject always to this Policy Aggregate. B. INSURING AGREEMENTS LIMITS OF LIABILITY Each Insuring Agreement limit of liability set forth in the Coverage Schedule of the Declarations applies as follows: 1. All Claims in the Aggregate The amount set forth in the Coverage Schedule in the Declarations is the limit of liability for all Damages and Claim Expenses for all applicable Claims/Privacy Regulation Proceedings combined. c f,ll., YII]h 2()11 INA, All I,'J(JIIIrr unnnnn CNA EPS tech + pro + media + s ci-ir ty + privacy 2. Privacy Regulation Fines Sublimit of Liability The amount set forth in the Coverage Schedule in the Declarations as the Privacy Regulation Fines Sublimit of Liability, is the limit of liability for all Privacy Regulation Fines, which limit is a sublimit of, and not in addition to, the Privacy Regulation Proceeding limit of liability set forth in the Declarations. 3. Privacy Regulation Investigation Limit of Liability The amount set forth in the Coverage Schedule in the Declarations as the Privacy Regulation Investigation Sublimit of Liability, is the limit of liability for all Privacy Regulation Investigation Expense, which limit is a sublimit of, and not in addition to, the Privacy Regulation Proceeding limit of liability set forth in the Declarations. 4. First Party Limit of Liability The amount set forth in the Coverage Schedule in the Declarations as the First Party Loss limit of Liability, is the limit of liability for all First Party Loss, regardless of the number of Network Impairments that occur during the Policy Period. 5. All Privacy Event Expenses, Extortion Payments and Privacy Regulation Investigation Expenses in the Aggregate The amount set forth in the Coverage Schedule in the Declarations for Privacy Event Expenses. Extortion Payments and Privacy Regulation Investigation Expenses is the limit of liability for all covered Privacy Event Expenses, Extortion Payments and Privacy Regulation Investigation Expenses, as applicable. C. RETENTIONS 1. Retentions set forth in the Declarations shall apply for each Insuring Agreement as set forth in the Declarations. The Insurer shall pay Damages and Claim Expenses in excess of any retention as it becomes due and payable to the Insureds. 2. The Insurer's obligation to pay Damages and Claim Expenses is in excess of any applicable retention. The Insurer will have no obligation to pay all or any portion of any applicable retention. Should the Insurer, in its sole discretion, pay any retention, then the Named Insured shall have the obligation to reimburse the Insurer for such amounts. 3. A separate retention applies to each Privacy Event, Extortion Demand and Privacy Regulation Investigation in the amount and as specified in declarations. The Insurer shall only be liable for the amount of Privacy Event Expenses, Extortion Payments or Privacy Regulation Investigation Expenses in excess of the applicable retention amounts. 4. A separate retention applies to each Network Impairment under each First Party Business Interruption Coverage And Extra Expense Insuring Agreement in the amount and as specified in declarations. The Insurer shall only be liable for the amount of First Party Loss which is in excess of the applicable retention amounts. 5. In the event more than one retention applies, the maximum total retention amount applicable shall be the highest of such applicable retentions. D. RELATED CLAIMS AND RELATED PRIVACY EVENT, EXTORTION DEMAND, PRIVACY REGULATION INVESTIGATION, OR NETWORK IMPAIRMENT c f,ll., YII]h 2011 INA, All I'.icjhl:, unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy 1. If Related Claims are subsequently made against the Insured and reported to the Insurer, all such Related Claims, whenever made, shall be considered a single Claim subject to the limit of liability applicable to the earliest such Claim first reported to the Insurer. 2. If there is more than one Privacy Event, Extortion Demand, Privacy Regulation Investigation, or Network Impairment involving the same act, error or omission or acts, errors or omissions that are logically or causally connected by any common fact, circumstance, situation, transaction, event, advice or decision, then each such Privacy Event, Extortion Demand, Privacy Regulation Investigation, or Network Impairment shall be considered as one Privacy Event, Extortion Demand, Privacy Regulation Investigation, or Network Impairment which shall be subject to the Privacy Event, the Extortion Demand, the Privacy Regulation Investigation, or the Network Impairment limit applicable to the earliest such Privacy Event, Extortion Demand, Privacy Regulation Investigation, or Network Impairment reported to the Insurer under this Policy or under any prior policy. E. MULTIPLE INSUREDS, CLAIMS AND CLAIMANTS The limits of liability shown in the Declarations and subject to the provisions of this Policy is the amount the Insurer will pay for Damages, Claim Expenses, Privacy Event Expenses, Extortion Payments, Privacy Regulation Investigation Expenses and First Party Loss regardless of the number of Insureds, Claims made, Privacy Events, Extortion Demands, Privacy Regulation Investigations, persons or entities making Claims. VI. CONDITIONS A. SETTLEMENT/DEFENSE OF CLAIMS 1. Defense/Settlement The Insurer shall have the right and duty to defend in the Insured's name and on the Insured's behalf a Claim, other than a Privacy Regulation Proceeding, even if any of the allegations of the Claim are groundless, false or fraudulent. The Insurer has the right to make such investigation and conduct negotiations and enter into such settlement of any Claim as the Insurer deems necessary. The Insureds and not the Insurer have the duty to defend any Privacy Regulation Proceedings. The Insurer shall be entitled to effectively associate in the defense and the negotiation of any settlement of any Privacy Regulation Proceeding that involves or appears reasonably likely to involve the Insurer. Each Insured shall give the Insurer full cooperation and shall furnish the Insurer with copies of reports, investigations, pleadings, and all related papers, and such other information and assistance as the Insurer may reasonably request. 2. Consent to Settlement The Insurer shall not settle any Claim without the prior written consent of the Named Insured. If however, the Named Insured refuses to consent to such settlement or compromise recommended by the Insurer and agreed to by the claimant, the Insurer's duty to defend shall then cease and the Named Insured shall thereafter at the Named Insured's own expense negotiate or defend such Claim independently of the Insurer, and the Insurer's limit of liability for such Claim shall be reduced to: a. the amount of the proposed settlement plus Claim Expenses incurred up to the date of the Named Insured's refusal to consent to such proposed settlement; plus: c f,ll., YII]h 2011 INA, All I'.icJhl:, unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy b. fifty percent (50%)of Claim Expenses, in excess of the amount referenced in paragraph a. above. 3. Exhaustion of Limits The Insurer shall not be obligated to investigate, defend, pay or settle, or continue to investigate, defend, pay or settle a Claim after the applicable limit of liability has been exhausted by payment of Damages or Claim Expenses, or any combination thereof. In such case, the Insurer shall have the right to withdraw from the further investigation, defense, payment or settlement of such Claim by tendering control of said investigation, defense or settlement of the Claim to the Insured. B. NOTICE OF CLAIM, CIRCUMSTANCE OR NETWORK IMPAIRMENT/PRE-CLAIMS ASSISTANCE/DATE OF CLAIM 1. Notice of Claim, Extortion Demand, Privacy Event or Privacy Regulation Investigation The Insured, as a condition precedent to the obligations of the Insurer shall give written notice of any Claim, Extortion Demand or Privacy Event to the Insurer as soon as reasonably practicable after any Executive Officer learns of such Claim, Extortion Demand, Privacy Event or Privacy Regulation Investigation but in no event later than ninety (90) days after termination or expiration of the Policy Period or any subsequent renewal Policy Period in an uninterrupted series of renewals, or prior to the expiration of the Extended Reporting Period, if applicable. Failure to give such notice as soon as reasonably practicable shall not invalidate coverage of such Claim, unless the failure to provide timely notice has prejudiced the Insurer or unless the notice is provided ninety (90) days after termination or expiration of the Policy Period or any subsequent renewal Policy Period in an uninterrupted series of renewals, or prior to the expiration of the Extended Reporting Period, if applicable. 2. Notice of Circumstance If during the Policy Period the Insureds first become aware of any facts or circumstances which may reasonably be expected to give rise to a Claim and during such Policy Period give written notice to the Insurer of: a. the allegations anticipated as the basis of the potential Claim and the names of any potential claimants; b. the identity of the specific Insureds allegedly responsible for such specific facts and circumstances; c. the consequences which have resulted or may result from such specific facts and circumstances; d. the amount of the potential monetary damages or the nature of non-monetary relief which may be sought in consequence of such specific facts and circumstances; and e. the circumstances by which Insureds first became aware of such specific facts and circumstances, then any such covered Claim which is subsequently made and which arises out of such facts and circumstances shall be deemed to have been first made against the Insured and reported to the Insurer by the Insureds at the time such written notice was received by the Insurer. 3. Notice of Network Impairment If a Network Impairment takes place or is reasonably likely to take place, the Insured Entity must do the following: c ql,'o,/YIgh 2011 INA, All I'.icJhl:, unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy a. provide notice to the Insurer as soon as practicable; b. such notice should include particular details as to the nature of the Network Impairment; and, c. immediately forward to the Insurer all information the Insured Entity possesses or receives in connection with the Network Impairment. 4. Pre-Claims Assistance a. Insurer's Discretionary Investigation Until the date a Claim is made, the Insurer may pay for all costs or expenses it incurs, at its sole discretion and without any obligation, as a result of investigating a circumstance that the Insured reports in accordance with subparagraph 2. Notice of Circumstance above. Such costs and expenses are outside the limits or liability and not subject to the retention. b. Insurer's Discretionary Remediation If the Insurer elects to investigate a circumstance pursuant to paragraph 4.a. above, and such investigation results in recommended remediation measures that both the Insurer and the Named Insured mutually agree to undertake, the Insurer shall reimburse the Insured for reasonable costs and expenses to enact such recommended remediation measures if such costs and expenses were approved by the Insurer in advance. Such costs and expenses are within the limits of liability, subject to the retention and the coinsurance percentage provided below and subject to a sublimit of liability in the amount of 10% of the aggregate limit of liability. The Insureds shall bear uninsured the percentage provided on the declarations as a coinsurance percentage applied to all costs and expenses incurred pursuant to this paragraph b. The coinsurance percentage is in addition to the applicable retention and the Insurer is only liable to pay the remaining percentage of costs and expenses in excess of the applicable retention and coinsurance percentage. 5. When a Claim is Deemed Made Except as provided in subparagraph 2. Notice of Circumstance, above, a Claim shall be deemed made: a. in the case of a written demand for monetary damages or non-monetary relief, on the earlier of the Executive Officer's or Insurer's receipt of notice of such demand; b. in the case of a civil proceeding in a court of law or equity or arbitration, on the date of service upon or other receipt by any Executive Officer a complaint against the Insured in such proceeding or arbitration; c. in the case of a Privacy Regulation Proceeding, on the date of receipt by such Executive Officer of a written notice from the investigating authority identifying such Insured as an individual or entity against whom a proceeding will be commenced. 6. To Whom Notices are Sent The Insureds shall give written notice to the Insurer under this Policy as specified in the Declarations. If mailed, the date the Insurer receives such notice shall constitute the date such notice was given. Proof of mailing shall be sufficient proof of notice. c f,ll., YII]h 2011 INA, All I'.icJhl:, unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy C. CANCELLATION 1. Insurer's Right to Cancel The Insurer shall not cancel this Policy except for non-payment of any premium when due. The Insurer shall provide to the Named Insured written notice of such cancellation stating when, not less than fifteen (15) days thereafter, such cancellation shall be effective, except that non-payment of premium due at inception of this Policy will result in the policy being cancelled effective as of the inception date. 2. Named Insured's Right to Cancel The Insureds grant the exclusive authority to cancel this Policy to the Named Insured. The Named Insured may cancel this Policy by providing the Insurer written notice stating when thereafter such cancellation shall be effective. The mailing or delivery of such notice shall be sufficient. The unearned premium shall be computed on a pro-rata basis. D. EXTENDED REPORTING PERIOD 1. Automatic Extended Reporting Period The Named Insured shall have the right to a period of sixty (60) days following the effective date of such cancellation or non-renewal, in which to give written notice to the Insurer of Claims first made against the Insured during said sixty (60) days period for any Wrongful Act committed prior to the end of the Policy Period and otherwise covered by this Policy. 2. Optional Extended Reporting Period If the Named Insured or Insurer cancels or non-renews this Policy, the Named Insured shall have the right to purchase, upon payment of an additional premium, an extension of this Policy, for any Claim first made or deemed to be first made during such period for Wrongful Acts committed before the earlier of the end of the Policy Period or the effective date of any Takeover. The additional premium shall be as set forth below. Policy Extension Additional Premium (as a % of the Total Premium Paid for this Policy) 1 Year 100% 2 Years 150% 3 Years 200% This period shall be referred to as the "Optional Extended Reporting Period". 3. Payment of Extended Reported Period Premium As a condition precedent to the right to purchase the Optional Extended Reporting Period, the total premium for this Policy must have been paid. The right to purchase such Optional Extended Reporting Period shall end unless the Insurer receives written notice of the Named Insured's election to purchase such Optional Extended Reporting Period and full payment of the premium for such period within sixty (60) days after the end of the Policy Period. 4. Non-Cancelable/Premium Fully Earned c f,ll., YII]h 2011 INA, All I'.icjhl:, unnnnn CNA EPS tech + pro + media + s ci-ir ty + privacy If the Optional Extended Reporting Period is purchased, it is non-cancelable and the entire premium shall be deemed fully earned at its commencement without any obligation by the Insurer to return any portion thereof. 5. No Separate Limit There is no separate or additional limit of liability for any Extended Reporting Period. E. TERRITORY Coverage shall apply to Claims made and Wrongful Acts committed anywhere. F. APPLICATION The Insureds represent and acknowledge that the statements contained in the Application and any materials submitted or required to be submitted therewith (which shall be maintained on file by the Insurer and be deemed attached to and incorporated into this Policy as if physically attached), are true and accurate and: 1. are the basis of this Policy and are to be considered as incorporated into and constituting a part of this Policy; and, 2. shall be deemed material to the acceptance of this risk or the hazard assumed by the Insurer under this Policy. This Policy is issued in reliance upon the truth and accuracy of such representations. In the event the statements, representations or information in the Application, including materials submitted or required to be submitted therewith, contains any misrepresentation or omission which materially affects either the acceptance of the risk or the hazard assumed by the Insurer under this Policy, this Policy shall be null and void. G. OTHER INSURANCE The Insurer will have no duty to defend any Claim that any other insurer has a duty to defend. If no other insurer defends, the Insurer will undertake to do so; but it will be entitled to the Insured's rights against all those other insurers. This Policy applies to the Damages or Claim Expenses that exceed the available limit of liability and any self insured retentions or retention amounts of any other insurance available to the Insured. If there is such other insurance covering the same Damages or Claim Expenses, the Insurer will pay only for the amount of covered Damages or Claim Expenses in excess of the amount due from that other insurance, but it will not pay more than the applicable Limit of Liability. This paragraph does not apply to any other insurance that was bought specifically to apply in excess of the Limits of Liability shown in the Declarations of this Policy. H. ESTATES, LEGAL REPRESENTATIVES AND DOMESTIC PARTNERS The estates, heirs, legal representatives and any Domestic Partner of a natural person Insured shall be considered Insureds under this Policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and Domestic Partners only for a Claim arising solely out of their status as such and, in the case of a Domestic Partner, where such Claim seeks Damages from marital community property,jointly held property or property transferred from such Insured to the Domestic Partner. No coverage is provided for any act, error or omission of an estate, heir, legal representative or Domestic Partner. All terms and conditions of this Policy, including without limitation the retention, applicable to Damages or Claim Expenses incurred by the Insured shall also apply to Damages and Claim Expenses incurred by such estates, heirs, legal representatives, assigns and Domestic Partners. c f,ll., YII]h 2011 INA, All I,1JcJIIIrr unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy I. NO ACTION AGAINST INSURER No action shall be taken against the Insurer unless, as a condition precedent, there shall have been full compliance with all the provisions of this Policy nor until the amount of the Insureds obligation to pay shall have been finally determined either by final and nonappealable judgment against the Insureds after trial or by written agreement of the Insureds, the claimant and the Insurer. No person or organization shall have any right under this Policy to join the Insurer as a party to any Claim against the Insureds to determine the Insureds liability, nor shall the Insurer be impleaded by the Insureds or their legal representatives in any such Claim. J. ASSIGNMENT OF INTEREST Assignment of interest under this Policy does not bind the Insurer unless the Insurer's consent to such assignment is endorsed to this Policy. K. COVERAGE FOR NEW SUBSIDIARIES 1. Other than an entity described in paragraph 2. below, if, after the effective date of this Policy the Insured Entity first has Management Control of any entity then such entity and its subsidiaries, directors, officers, trustees, managers, members, partners or employees who otherwise would thereby become an Insured, shall be covered under this Policy, subject to its terms and conditions. 2. If, after the effective date of this Policy, the Insured Entity first has Management Control of an entity where the total revenues (as reflected in the most recent audited consolidated financial statements of such entity and the Insured Entity) exceeds ten percent (10%)of the combined total revenues of all Insured Entities, as of the inception date of this Policy, then the Insurer, at its sole option upon submission of such information as the Insurer may require, and payment of any additional premium or amendment of the provisions of the Policy, may agree to provide coverage for such entity and its subsidiaries, directors, officers, managers, members, partners or employees. L. CHANGE OF STATUS OF INSUREDS 1. Takeover of the Named Insured In the event of a Takeover of the Named Insured, coverage under this Policy shall continue until this Policy is otherwise terminated, but only with respect to Claims for Wrongful Acts occurring before the effective date of the Takeover, unless: a. the Insurer is notified in writing of the Takeover prior to the Takeover effective date and agrees in writing to provide coverage for Wrongful Acts occurring on or after such effective date; and, b. the Named Insured accepts any additional terms, conditions and exclusions and pays any additional premium charge required by the Insurer. 2. Cessation of Subsidiary If any organization ceases to be a Subsidiary, coverage under this Policy or any renewal of this Policy, shall continue until this Policy is otherwise terminated, but only with respect to Claims for Wrongful Acts occurring before the effective date of such cessation, unless: c ql,'o,/YIgh 2011 INA, All I'.II,JIIIrr unnnnn CNA EPS tech + pro + media + s ci-ir ty + privacy a. the Insurer is notified in writing of such cessation prior to the effective date thereof and agrees in writing to provide coverage for Wrongful Acts occurring on or after such effective date; and, b. the Insured Entity accepts any special terms, conditions and exclusions and pays any additional premium charge required by the Insurer. M. SUBROGATION AND RECOVERY To the extent it pays any Damages or Claim Expenses, the Insurer shall be subrogated to all the Insureds rights of recovery therefor, including without limitation an Insureds right to indemnification or advancement from the Insured Entity. The Insureds shall execute all papers necessary to secure such rights, including executing any documents necessary to enable the Insurer effectively to bring suit in their name, and shall take no action which impairs the Insurer's rights of subrogation or recovery. N. NOTICES TO THE NAMED INSURED Any notices to the Named Insured under this Policy shall be provided to the Named Insured at the last known address and to its last known insurance agent or broker. If properly mailed to the Named Insured at such address, the date of mailing shall constitute the date such notice was given. O. CHANGES Notice to or knowledge possessed by any agent or other person acting on behalf of the Insurer does not effect a waiver or a change in any part of this Policy or stop the Insurer from asserting any right under the provisions of this Policy, nor shall the provisions be waived or changed except by written endorsement issued to form a part of this Policy. P. INSURED AUTHORIZATION The Insureds agree that the Named Insured will act on behalf of the Insureds with respect to giving of all notices to the Insurer(except notices provided in Section VI. CONDITIONS, paragraph B. NOTICE OF CLAIM, CIRCUMSTANCE OR NETWORK IMPAIRMENT/PRE-CLAIMS ASSISTANCE/DATE OF CLAIM)the receipt of notices from the Insurer, the payment of the premiums, the receipt of any return premiums that may become due under this Policy, and the agreement to and acceptance of endorsements. Q. VALUATION All premiums, limits, retentions, and other amounts under this Policy are expressed and payable in United States of America currency. If any judgment, settlement or any part thereof are expressed or calculated in any other currency, payment of such amount due under this Policy will be made in the currency of the United States of America, at the rate of exchange published in The Wall Street Journal on the date the Insurer's obligation to pay such is established, or, if not published on that date, on the date of next publication. R. BANKRUPTCY Bankruptcy or insolvency of any Insured does not relieve the Insurer of any of its obligations hereunder. If a liquidation or reorganization proceeding is commenced by the Named Insured and/or any other Insured Entity (whether voluntarily or involuntarily) under Title 11 of the United States Code (as amended), or any similar state, local or foreign law (collectively"Bankruptcy Law")then, in regard to a covered Claim under this Policy, the Insureds hereby: unnnnn CNA EPS tech + pro + media + s ci-ir ty + privacy 1. waive and release any automatic stay or injunction to the extent it may apply in such proceeding to the proceeds of this Policy under such Bankruptcy Law; and, 2. agree not to oppose or object to any efforts by the Insurer or any Insured to obtain relief from any stay or injunction applicable to the proceeds of this Policy as a result of the commencement of such liquidation or reorganization proceeding. S. CONFIDENTIAL SOURCE/RETRACTION OF MATTERS Solely with respect to a Claim under Insuring Agreement A.2. Media Liability, the Insured's rights under this Policy shall not be prejudiced by the Insured's refusal to reveal the identity of a confidential source or to disclose documents or information obtained by the Insured during the course of any Wrongful Act as set forth in paragraph B. of the definition of Wrongful Act. The Insured shall have full discretion to retract or clarify all Matter. T. TRADE AND ECONOMIC SANCTIONS This Policy does not provide coverage for Insureds, transactions or that part of Damages or Claim Expenses that is uninsurable under the laws or regulations of the United States concerning trade or economic sanctions. U. PROOF,VALUATION AND PAYMENT OF FIRST PARTY LOSS 1. Proof of First Party Loss The Named Insured must submit a written proof of First Party Loss providing details relating to the particulars and composition of the amounts claimed in the event of a Network Impairment. The proof of loss shall be submitted with reasonable promptness, but in no event later than 6 months after the date initial notice of Network Impairment was submitted to the Insurer. The amount of First Party Loss shall be payable by the Insurer, to the Named Insured, within 60 days after the Insurer's formal agreement to the amounts claimed in the proof of loss. 2. Examination of the Insured Books and Records Solely with respect to verification of First Party Loss, the Insured agrees to allow the Insurer to examine and audit the Insured Entity's books and records that relate to this Policy, at any time during the Policy Period and up to 3 years thereafter. 3. Inspections and Surveys The Insurer has the right but is not obligated to do the following, on its own or through its independent contractors: A. make remote electronic scan inspections of all or any part of the Insured Entity's Network or of the Network of any entities newly acquired by the Insured at any time; B. give the Insured reports on the conditions the Insurer finds; C. recommend changes to the Insured Entity's Network; or, D. conduct loss control and prevention activity. c ql,'o,/YIgh 2011 INA, All I'.icJhl:, unnnnn CNA EPS tech + pro + media + s ci-ir t + privacy Any inspections, surveys, reports, or recommendations relates only to insurability and the premiums to be charged. The Insurer, by such inspections, surveys, reports, or recommendations, does not warrant that the Insured Entity's Network is safe or in compliance with laws, regulations, codes or standards, domestic or foreign. This condition applies not only to the Insurer, but also to any rating, advisory, rate service, or similar organization which makes insurance inspections, surveys, reports or recommendations. Such inspections or surveys will be arranged with mutual consent of the Insured Entity and Insurer. 4. First Party Loss and Arbitration If the Insured and the Insurer disagree on the amount of First Party Loss sustained, either may make a written demand for an appraisal of such First Party Loss. If such demand is made, each party will select an appraiser. The appraisers will state separately the amount of First Party Loss sustained. If they fail to agree, the Insured and the Insurer will submit their differences to an impartial third appraiser jointly selected by both the Insured Entity and the Insurer. A decision agreed to by any two will be binding. The Insured Entity and the Insurer will each bear their own costs with respect to the selection and retention of their appraisals and any disputes arising out of the payment of First Party Loss. The Insurer and the Insured Entity shall jointly bear the costs of the third appraiser. Any appraisal of First Party Loss shall still be subject to all other terms, conditions and exclusions of this policy. V. HEADINGS The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. IN WITNESS WHEREOF, the Insurer has caused this Policy to be signed by its Chairman and Secretary at Chicago, Illinois, but the same shall not be binding upon the Insurer unless countersigned by a duly authorized representative of the Insurer. Chairman Secretary w c f,ll., YII]h 2011 INA, All I'.icJhl:, CNA AMENDED SUBROGATION AND RECOVERY PROVISION ENDORSEMENT In consideration of the premium paid for this Policy, it is understood and agreed that Section VI. CONDITIONS, paragraph M. SUBROGATION AND RECOVERY is amended to add the following new sentence: Notwithstanding the above, the Insurer's right of subrogation shall not extend to the Named Insured's customers with whom the Named Insured has, by written contract, agreed to eliminate such right of subrogation from the Named Insured's professional liability insurance policies. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA71810XX (11-12) Policy No: Page 1 Endorsement No: 9 Columbia Casualty Company Effective Date: Insured Name: Clubessential Holdings, LLC ©CNA All Rights Reserved. CNA AMENDED SUBROGATION AND RECOVERY PROVISION ENDORSEMENT In consideration of the premium paid for this Policy, it is understood and agreed that Section VI. CONDITIONS, paragraph M. SUBROGATION AND RECOVERY is amended to add the following new sentence: Notwithstanding the above, the Insurer's right of subrogation shall not extend to the Named Insured's customers with whom the Named Insured has, by written contract, agreed to eliminate such right of subrogation from the Named Insured's professional liability insurance policies. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA71810XX (11-12) Policy No: 652510479 Page 1 Endorsement No: 5 Columbia Casualty Company Effective Date: 03/23/2025 Insured Name: Clubessential Holdings, LLC ©CNA All Rights Reserved.