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HomeMy WebLinkAboutResolutions - 2020.12.07 - 33952MISCELLANEOUS RESOLUTION #20630 December 7, 2020 BY: Commissioner Helaine Zack, Chairperson, Finance ana inrrastructure Committee IN RE: INFORMATION TECHNOLOGY — PAYPAL - NPC CONTRACT #004657 EXTENSION THROUGH 2O26 To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS Oakland County currently uses the PayPal Payflow Gateway, which provides encryption services for credit card transactions between the County's credit card merchant vendor, Elavon, and Oakland County's eCommerce environment; and WHEREAS Oakland County leverages this relationship to reduce the County's exposure to regulatory and legal concerns with payment transactions related to PCI (Payment Card Industry); and WHEREAS the current contract #004657 with PayPal - NPC (vendor) was executed on 12/1/2015; and WHEREAS the current contract between Oakland County and PayPal - NPC (vendor) expires on 12131/2020;and WHEREAS it would not be cost-effective to bid and incur potential switchover costs to a new vendor; and WHEREAS PayPal - NPC has agreed to an extension on the County's current contract with no price increases; and WHEREAS the offices of Information Technology and Purchasing have negotiated a three-year extension with PayPal - NPC at a cost of $0.05 Per Billable Transaction Fee, with an option to extend the contract for years 4 and 5 at the same cost; and WHEREAS the negotiated cost for continuing service brings the contract "not to exceed" amount to $400,000;and WHEREAS the Purchasing Terms and Conditions state in Section 2400.6 Duration of Contracts and under Procedure states "The Board of Commissioners shall approve contracts beyond five years." NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the extension of the existing contract with PayPal - NPC for five (5) years through December 31, 2025. BE IT FURTHER RESOLVED the cost is included in the current operating budget, and no budget amendment is required at this time. Chairperson, on behalf of the Finance and Infrastructure Committee, I move adoption of the foregoing resolution. 'l r Commissioner Helaine Zack District # 18 Chairperson, Finance and Infrastructure Committee FINANCE AND INFRASTRUCTURE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. DAVID COULTER - OAKLAND COUNTY EXECUTIVE 6a`4 `� OAKLAND COUNTY ,° PURCHASING DIVISION gypb Executive Office Building 41 West 2100 Pontiac Lake Rd. Lower Level Waterford MI 48328-0462 Main Phone 248/858-0511 www.oakgov.com/purchasing/ PayPal Inc Dave Codemo 160 Greentree Dr Ste 101 Dover DE 19904 Tax Exempt ID:38-6004876 (Line # Item Number 2016/03/21 AEC Contract Finalized Item/Description CONTRACT Contract ID 0000000000000000000004657 Contract Dates 12/01/2015 to 12131/2020 Buyer Phone Richard Brower 248/858-5483 Description: PayPal - NPC VendorlD 0000010337 Phone: 408/967-0337 Fax: 928/752-6479 Cateaory Cc Paypal Payflo PRO fees payment terms pursuant to contract 43230000 2018/12/04 CLA CO 01 Extend the contract expiration date from 11/30/2018 to 11/30/2019, 2019/10129 CMK System Change A Extend the contract expiration date from 11130/2019 to 11/30/2020 2020110/13 AEC System Change B Extend the contract expiration date from 11/30/2020 to 12/3112020 Dispatch via Print Page 1 of 1 F.O.B. Terms DEST NET 30 Email b rowe rr(a),oako ov.com Contract Maximum 225,000.00 Dave Codemo dcodemo@paypal.com Authorized Signature Item UOM Contract Price EA 100 UA ,D ' OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U N T Y M I C H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com Information Technology RLB AMENDMENT OF CONTRACT 004657 AMENDMENT 01 AMENDMENT DATE: November 21, 2018 This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between the Contractor named and identified below, (hereafter "Contractor") and the COUNTY OF OAKLAND (hereafter "County") whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. PAYPALINC Vendor: 10337 CONTRACTOR I ADDRESS 160 GREENTREE DR STE 101 DOVER DE 19904 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: Extend the contract expiration date from 11/30/2018 to 11/230/2019. AMENDMENT OF CONTRACT 004657 Page 1 Rev 2015/12/02(v2) `"oAKLAND OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICH IGA N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: THE COUNTY OF OAKLAND: CLA SIGN / DATE: David Codemo PAYPALINC DavrtlG d.1 IDIL t, 2U101 SIGN / DATE: s'drN-�L,:v, , ;.; L/N Pamela L. Weipert, CPA CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Administrator AMENDMENT OF CONTRACT 004657 Page 2 Rev 2015/12/02(v2) DocuSign Envelope ID:266BOF59.1753.46CE-9F83-EGACOAD3DBC1 004657 PAYFLOW GATEWAY RESELLER AGREEMENT This Payflow Gateway Reseller Agreement, including the exhibits and schedules attached hereto (collectively "Agreement") is entered into as of October 30, 2015 (the "Effective Date'), by and between Oakland County, Michigan ("Partner'), a Michigan Constitutional Corporation, located at 1200 N. Telegraph Road, Pontiac, Michigan, 48341, PayPal, Inc., a Delaware corporation ("PayPal US'), located at 2211 North First Street, San Jose, CA 95131, and PayPal Private Limited ("PayPal ROW"), a company incorporated in Singapore whose address is 5 Temasek Boulevard #09-01, Sunlec Tower Five, Singapore 038985 (PayPal US and PayPal ROW are collectively referred to herein as "PayPal"). PayPal, on the one hand, and Partner, on the other hand, are each referred to herein as a "Party" and collectively as the "Parties"). Capitalized terms used and not otherwise defined In this Agreement shall have the meanings shown in Article XIV. WHEREAS, PayPal develops and markets the Payflow Services to businesses; WHEREAS, Partner wishes to resell or otherwise provide the Payflow Services to its Customers in the United States and Canada; WHEREAS, the Parties desire to enter Into this Agreement in connection with the resale of the Payflow Services and certain marketing activities to be undertaken by the Parties in connection with the Payflow, Services; NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Partner and PayPal agree as follows: ARTICLE I: RESELLER PROGRAM. PayPal has developed a program allowing Partners to market and resell or otherwise provide the Payflow, Services to their Customers. Partner agrees to participate in the Reseller Program after submitting the reseller registration form, accepting this Agreement and receiving confirmation from PayPal that Partner has been accepted into the program. PayPal hereby grants Partner a non-exclusive, world-wide license to market and resell the Payflow Services to Customers. Partner shall require its Customers to assume all liability arising from such Customers use of the Payflow Services. Partner is responsible for ensuring that the Customers Payment Service Account is set up correctly, activated, and that the Customer has the proper software or access to the Payflow Services so that the Customer may process Transactions. ARTICLE II: PARTNER OBLIGATIONS. Section 2.1. Customer Agreement. Partner will enter into an agreement with each Customer wishing to purchase or otherwise receive the Payflow Services ("Customer Agreement"). Each Customer Agreement shall (a) designate Partner as the entity responsible for invoicing and collecting the fees, and (b) include the Pass Through Terms as set forth in Exhibit B, as updated from time to time. Partner may not modify, or allow any Customer or other third party to modify, the Pass Through Terms without PayPal's express written consent. Section 2.2. Partner Expertise and Personnel. Partner agrees to be knowledgeable about the Payflow Services and will have on staff at all times at least one (1) technical individual who has the technical knowledge and training necessary to: (I) properly Inform Customers of the features and capabilities of the Payflow Services; and (ii) otherwise carry out the obligations and responsibilities of Partner under this Agreement. Section 2.3. Partner Efforts. Partner will use commercially reasonable efforts to market and promote the Payflow Services to Customers. Section 2.4. Account Set Up. Partner may (a) register Customers for an account through the PayPal Partner Manager Center; (b) allow the Customers to self register via the Partner Specific Registration URL (hosted by PayPal); or (c) allow the Customers to self register via the XML registration protocols (hosted by Partner), (collectively known as "Reoistration'). If Partner allows Customers to self register, Partner shall be responsible for (1) distributing the link and ensuring the link is only accessed by Customers. Customer shall be responsible for any errors in registration. Section 2.5. Acces.5. Partner will reasonably cooperate with PayPal to assure that the Customers are able to access the Payflow, Services and the collection, compilation, and maintenance of information required to be reported, if any, by PayPal, pursuant to any federal or state laws or regulations. Partner will establish and maintain the appropriate and necessary connection between the Partner web site(s) and PayPal's web site, in order to (I) transmit Customers' registration information and Transaction data to PayPal, (ii) ensure that the data Partner transmits is accurate, complete and in the form requested by PayPal, and not corrupted due to Partners network or systems. If Partner is an Internet Service Provider, it will deploy the Payflow Software on its server. The Payflow Software is proprietary to PayPal and is licensed to Partner under a separate Software Development Kit ("SDK") license agreement at the time the SDK is downloaded. Section 2.6. Customer Su000rt. Partner will provide Customers with customer support, including, but not limited to resolution of pre -sales questions and If applicable, changing processor Information and integration support. Section 2.7. Customer Fees. Partner will be solely responsible for determining commercially reasonable fees, if any, for the provision of the Payflow Services to Customers, invoicing, and collecting such fees, if any. PayPal, Inc. 021413 DocuSign Envelope ID: 266BOF59.1753.46CE-9F83-96ACOAD3DB01 Section 2.8. Information Undates. Partner will send PayPal any Customer processor and/or banking Information changes. If Partner falls to comply with this section, PayPal will be excused from performing hereunder as it relates to such Customer and such Customer may terminate the Customer Agreement as it relates to the Payflow Services. Partner shall be responsible for the accuracy and completeness of all Data It supplies. Section 2.9, Comollance with Laws and Government Approvals. Partner will comply with all applicable laws and regulations, and will obtain whatever governmental approvals are necessary in order to perform its duties hereunder. PayPal is not obligated to provide the Payflow Services If PayPal is not satisfied, In Its sole discretion, regarding Partner's compliance with this section. Section 2.10. Marketing. Partner agrees to: (1) portray the Payflow Services accurately, and (it) not make any representations inconsistent with any information provided by PayPal. Further, Partner represents and warrants that Partner's activities relating in any way to promoting the Payflow, Services to other governmental entities shall be in compliance with applicable laws. ARTICLE III: PAYPAL OBLIGATIONS. Section 3.1. Access to PavPal Partner Manaaer Center. PayPal will create an account for Partner within the PayPal Partner Manager Center and Partner will have a user name and password to access it for the purposes of (1) managing Partner's Customer accounts, (it) managing access, and (ill) enrolling Customers therein. Section 3.2. Partner Specific Req(stration URL. PayPal will create a Partner Specific Registration URL through which Customers may enroll for the Payflow Services. Section 3,3. XML Reaistration. PayPal will give Partner access to the XML registration APIs to create accounts automatically from pages Partner builds and hosts or othersystematic integration. Section 3.4. Delivery of PavflowServices. Following execution of a Customer Agreement and a successful enrollment through the PayPal Online Partner Center or the Partner Specific Registration URL, PayPal will make the applicable Payflow Services available to Customer. If PayPal requires Partner or Customer to agree to any other terms and conditions, byway of a click through or other acknowledgement, in order to register for PayPal services, the terms of this agreement shall govern in the event of any contradiction in terms. Section 3.5. Technical Supgort. PayPal will provide Customers the support set forth in the Pass Through Terms as amended from time to time. PayPal will provide Partner the following technical support: 3.5.1 Monday through Friday between 6:00 a.m. and 6:00 p.m. Pacific Time (excluding PayPal holidays) standard phone support; 3.5.2 Within twenty-four (24) hours of receipt of an e-mail from Partner, an e-mail response addressing the issue therein; and 3.5.3 Twenty-four (24) hour access to support pages on PayPal's web site. Section 3.0. Accgunt Manager. PayPal may assign an Account Manager or the equivalent thereof to support Partner's efforts to promote PayPal services to other governmental entities. Section 3.7. Customer Disqualification. Notwithstanding any other provision of this Agreement, In the event Customer breaches its obligations under a CustomerAgreement or the Pass Through Terms, PayPal, in its discretion, shall be excused from providing the Service, in whole or in part, to such Customer and may revoke any existing Payflow Service. ARTICLE IV: FINANCIAL TERMS Section 4.1, Fees. Partner agrees to pay PayPal the applicable fees asset forth in Exhibit A for the Payflow Services, PayPal will provide a monthly statement to Partner for the Payflow Services. The fees are not prorated regardless of when a Customers account is registered or is cancelled. A final bill will be sent upon cancellation. All fees are due and payable from the date of the statement and are non-refundable, except as otherwise expressly stated herein. All sums due that remain unpaid after thirty (30) days may accrue interest of 1.6% per month or the maximum amount allowed by law, whichever is less; this interest to begin to accruing on the day after the payment due date and will accumulate on the outstanding balance on a dally basis until paid in full. All fees Partner owes to third parties (for example, Financial Institutions, Financial Processors, and merchant account providers), are Partner's sole responsibility, and are not covered by this Agreement. Section 4.2. Taxes. The fees are exclusive of tax. If Partner is required to pay taxes, Partner is responsible for all taxes, duties, levies or tariffs or charges of any kind Imposed by any federal, state, or local governmental entity on the fees for the Payflow Services, excluding taxes based on PayPal's net income. Section 4.3. Pavment Method. Partner agrees to pay for the Payflow Services via credit card or ACH. Partner hereby authorizes PayPal to charge Partner's credit card or debit Partner's bank account via ACH for the fees. Partner is solely responsible for the credit card or ACH account Information it provides to PayPal and must promptly inform PayPal of any changes thereto. PayPal may change the payment options at any time upon written notice to Partner. PayPal, Inc. 021413 DocuSign Envelope ID: 266BOF59-1753-46CE-9FB3.86ACOAD3DBC1 Section 4.4. Expenses. Each Party shall pay its own costs and expenses incurred in the performance of its obligations under this Agreement. Section 4.5. Fee Chanaes. PayPal may change the fees upon sixty (60) days prior written notice to Partner at any date one year or more from the Effective Date. Section 4.6. Reportine. Inspections. and Audits. Partner will monitor, record, and keep reports of the (I) number of Customers that are using the Payflow Services and (il) Transaction activity and history. Partner will provide PayPal with copies of such reports upon PayPal's reasonable request. PayPal will also have the right to Inspect Partner's procedures for maintaining records related to its obligations under this Section, and to audit such records, during normal business hours and at PayPal's expense. Partner will cooperate with such Inspections and/or audits, which shall be conducted no more frequently than once annually. If the amount of fees found to be due under this Agreement is greater than the amount that has been previously paid, Partner will Immediately pay the shortfall. If the shortfall is in excess of five percent (5%) of fees previously paid, Partner will reimburse PayPal for Its inspection and audit fees, if any. Section 4.7. Revenue Share. PayPal will pay you a revenue share as set out In Exhibit A ("Revenue Share"), Subject to the terms and conditions set forth herein, PayPal's obligation to pay the Revenue Share shall take effect upon the Effective Date and continue for the duration of the Term but shall not survive beyond the termination or expiration of the Agreement. Partner will sign up for a PayPal Account and hereby authorizes PayPal to remit payment of any Revenue Share to its PayPal Account, quarterly in arrears, no later then forty five (45) days following the last day of each March, June, September, and December. it is your sole responsibility to report any errors or discrepancies you detect in writing to PayPal within thirty (30) days following receipt of your Revenue Share payment. After such period, you will be deemed to have accepted the payment as delivered. ARTICLE V: CONFIDENTIALITY AND PRIVACY Section 5.1. Confidential Information. A Party's "Confidential Information" is defined as any information of the disclosing Party, which (I) if disclosed in a tangible form is marked using a legend such as "Confidential" or "Proprietary" or if not so marked, should be reasonably understood by the receiving Party from the context of disclosure or from the information itself, to be confidential, or (11) if disclosed orally or visually is declared to be confidential or, if not so declared, should be reasonably understood by the receiving Party from the context of disclosure or from the information itself to be confidential. Confidential Information shall include, the terms of this Agreement; the integration requirements; information accessed via the Payflow APIs; information relating to the PayPal systems, technology, processes, and financial information; user ID; information relating to Partners business, security and technology; and all user data and Customer information (including user IDs and passwords) regardless of whether marked "Confidential," except if such information is required to be released pursuant to the Michigan Freedom of Information Act, subpoena, court order or operation of law. Section 5.2. Mutual Obligiatlons. Each Party shall hold the other Party's Confidential Information in confidence and shall not disclose such Confidential Information to third Parties nor use the other Party's Confidential Information for any purpose other than as required to perform its obligations under this Agreement. Such restrictions shall not apply to Confidential Information that (1) is already known by the recipient, (11) becomes publicly known through no act or fault of the recipient, (III) is received by recipient from a third Party without a restriction on disclosure or use, or (iv) is independently developed by recipient without reference to the Confidential Information or (v) where Confidential Information is required to be disclosed by a court, government agency, law enforcement agency, regulatory requirement, or similar disclosure requirement. The Parties' respective obligations to maintain the confidentiality of information disclosed hereunder shall survive the expiration or early termination of this Agreement or until such time as such information becomes public information through no fault of the receiving Party. Upon termination or expiration of this Agreement, the receiving Party shall immediately return to the disclosing Party all manifestations of the Confidential Information or shall destroy all such Confidential Information as the disclosing Party may designate; provided that such action may be delayed for so long as, and to the extent that, such Confidential Information relates to outstanding payment obligations or is subject to audit, reporting, or retention requirements under this Agreement or applicable law. Section 5.3. Iniunetive Relief. Both Parties acknowledge that the restrictions contained in this Section 5 are reasonable and necessary to protect their legitimate interests and that any violation of these restrictions will cause irreparable damage to the other Party. Each Party agrees that damages are not an adequate remedy for any such violation and that the other Parry will be entitled to seek Injunctive relief against each violation. Section 5.4. Privacy. Partner acknowledges and agrees that in the course of providing the Payflow Services, PayPal will capture Customers' personal and identifiable information (collectively, the "Data"). PayPal shall capture only the Data that is required and necessary for PayPal to provide the Payflow Services. PayPal shall not disclose Data to Partner, Customers or third Parties. Partner is responsible for capturing and securing any Data it needs prior to submission to PayPal for processing. After processing, PayPal will provide only truncated Data to Partner through Pay Pats standard reporting tools. Subject to applicable few, PayPal may use the Data as necessary to {i) perform the Payflow Services contemplated in this Agreement (including distributing the Data to third Parties providing services Partner requested); (it) collect and process the Data for record keeping, reporting, and analytics; (Ili) provide fraud detection, risk modeling, and support services; (iv) compile and disclose Data in the aggregate where Partner's individual or user Data is not identifiable, including calculating Partner's averages by region or industry; and (v) provide the Data as required by the card associations, law or court order, for purposes of Incident Investigation, or to defend PayPal's rights in a legal dispute. PayPal, Inc. 021413 DocuSign Envelope ID: 266BOF59-1753-46CE-9F63-96ACOAD3DBC1 ARTICLE VI: LICENSES TO MATERIALS Section 6.1. Sales and Marketma Materials. PayPal grants Partner a nonexclusive, non -transferable, non -sub - licensable license to: (a) use any information and materials provided by PayPal to Partner describing the Payflow Services for use in conjunction with marketing. Section 6.2. No Confusinp Use. During the term of this Agreement, Partner agrees not to use any trademark, trade name or product name confusingly similar to a trademark, trade name or product name of PayPal. Section 6.3. No Continuina.Rights, Upon expiration or termination of this Agreement, Partner will immediately cease all display, advertising and use of all of the PayPal Materials and will not thereafter use, advertise or display any trademark, trade name or product designation which is, or any part of which is, similar to, or confusing with any PayPal Materials or with any other materials, trademark, trade name or product designation associated with PayPal or any PayPal Product. ARTICLE VII: INTELLECTUAL PROPERTY R13HTS Section 7.1 Ownership. PayPal retains all Intellectual Property Rights and title in and to all of their Confidential Information; other proprietary Information, products and services; and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the Payflow Services and provided by PayPal hereunder, including without limitation all modifications, enhancements, derivative works, configurations, translations, upgrades, and interfaces thereto (all of the foregoing "PayPst Intellectual Property'). PayPal Intellectual Property does not include Partners preexisting hardware, software, data, or networks. Except as otherwise expressly provided herein, nothing in this Agreement shall create any right of ownership or license in and to the other Party's Intellectual Property Rights and each Party shall continue to independently own and maintain its Intellectual Property Rights. There are no implied licenses under this Agreement and any rights not expressly granted to Partner under this Agreement are reserved by PayPal, Section 7.2 Derivative Work. To the extent that Partner creates any work that is based upon one or more preexisting versions of a work provided to Partner by PayPal, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any otherform in which such preexisting works may be recast, transformed or adapted ("Derivative Work") such Derivative Work shall be owned by PayPal and all right, title and interest in and to each such Derivative Work shall automatically vest in PayPal. PayPal shall have no obligation to grant Partner any right in any such Derivative Work. Partner may not reverse engineer, disassemble or decompile the PayPal Intellectual Property or make any attempt to obtain source code to the PayPal Intellectual Property. Section 7.3. Obtaininq Riahts. PayPal shall have the sole right, but not the obligation, to pursue copyright and patent protection, in its sole discretion, for the Payflow Services, the PayPal Materials (excluding Partner Branding), and any PayPal Intellectual Property incorporated therein. Partner will cooperate with PayPal In pursuing such protection, including, without limitation, executing and delivering to PayPal such instruments as may be required to register or perfect PayPal's interests in any PayPal intellectual Property and any assignments thereof. Section 7.4. PmDHptary Markinas and CODyripht Notices. Partner will not remove or destroy any proprietary, confidentiality, trademark, service mark, orcopyright markings or notices placed upon or contained In any materials or documentation received from PayPal in connection with this Agreement. Section 7.5. License. PayPal hereby grants Partner a non-exclusive, non -transferable, revocable, non-sublicenseable, limited license to use PayPal's Intellectual Property solely as required and necessary to use the Payflow Services in accordance with the terms and conditions of this Agreement (the 'IP License" and with respect to the APIs, the "API License"). Section 7.6. Pavflow APIs. PayPal shall make available Its API integration and user guides and SDKs (collectively "PayPal Documentation"). Partner will comply with the PayPal Documentation in connection with the integration and use of APIs. Partnerwill keep all user ID, passwords and other access codes pertaining to the Payflow Services and API License confidential and secure from all unauthorized persons. PayPal will Immediately terminate the access rights of any user who ceases to act in an authorized capacity on Partners behalf for any reason, including because of a change In employment status or in the event of theft, loss or authorized disclosure or misuse of that user ID. Partner agrees to notify PayPal Immediately upon learning of any unauthorized use of Partner's user name or password. Partner will be solely responsible for (i) updating Partners passwords for access to the Payflow Services periodically, and (h) creating passwords that are reasonably "strong" under the circumstances. The user ID is the property of PayPal and may be immediately revoked or terminated by PayPal if Partner shares the user ID with any third party, or otherwise breaches this API License. In connection with Partner use of the Payflow APIs, Partner is prohibited from doing any of the following: (i) selling, transferring, sublicensing, or disclosing Partner's user ID or any Customers user ID to any third party (other than third party service providers); (ii) selling, transferring, sublicensing, andfor assigning any interest in PayPal's Confidential Information accessed by the APIs; and (111) collecting any Customers personally identifiable information that is accessed through the APIs without that Customers express permission. ARTICLE VIII: INDEMNIFICATION Section 8.1. PavPal Indemnity. PayPal will indemnify Partner and/or any of its directors, officers, agents, employees, contractors, parent companies, affiliates, and/or subsidiaries based against any claim, suit or proceeding by a third party based on or arising out of PayPal's breach of this Agreement. PayPal, Inc. 021413 DocuSign Envelope ID: 266BOP59-1753-46CE-9F83-ESACOA03DBC1 Section 8.3. Indemnification Procedures. A Party's right to Indemnification under the Agreement is conditioned upon the following: prompt written notice to the indemnifying party of any claim, action or demand for which indemnity is sought; control of the Investigation, preparation, defense and settlement thereof by the indemnifying party; and such reasonable cooperation by the Indemnified party, at the indemnifying party's request and expense, in the defense of the claim. The indemnified party shall have the right to participate in the defense of a claim by the indemnifying party with counsel of the Indemnified party's choice at the indemnified party's expense. The indemnifying party shall not, without the prior written consent of the indemnified party, settle, compromise or consent to the entry of any judgment that makes any admissions in the indemnified party's name or imposes any liability upon the indemnified party. ARTICLE IX: DISCLAIMER. THE PAYFLOW SERVICES AND PAYFLOW SOFTWARE INCLUDING THE API LICENSE ARE PROVIDED HEREUNDER ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND AND EXCEPT AS EXPRESSLY STATED HEREIN, PAYPAL DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE WITH REGARDS TO THE PAYFLOW SERVICES AND PAYFLOW SOFTWARE. PAYPAL DOES NOT REPRESENT OR WARRANT THAT THE PAYFLOW SERVICES AND PAYFLOW SOFTWARE SHALL OPERATE SECURELY OR WITHOUT INTERRUPTION. ARTICLE X: LIMITATION OF LIABILITY. EXCEPT WITH REGARDTO THIRD PARTIES, IN NO EVENT WILL PAYPAUS LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAD TO PAYPAL BY PARTNER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM FOR DAMAGES. IN NO EVENT WILL PAYPAL OR ITS LICENSORS HAVE ANY LIABILITY TO PARTNER FOR ANY LOST OPPORTUNITY OR PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND WHETHER OR NOT PAYPAL HAS BEEN ADVISEDOF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OFESSENTIALPURPOSE OFANY LIMITED REMEDY. Thelimitations set forth above shall be enforceable to the maximum extent allowed by applicable law. ARTICLE XI: TERM AND TERMINATION Section 11.1. Term. This Agreement is effective as of the Effective Date and shall continue unless terminated as set out herein. Section 11.2. Termination. Either Party may terminate this Agreement at anytime upon thirty (30) days notice. In addition, PayPal may terminate this Agreement if Partner breaches a material term of this Agreement and the breach is not cured with ten (10) days after receiving written notice of the breach. The Agreement may be terminated by either Party effective immediately and without any requirement of notice, in the event that: (i) the other Party files a petition in bankruptcy, files a petition seeking any reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors; (11) a receiver, trustee, or similar officer is appointed for the business or property of such Party; (111) any Involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against such Party and not stayed, enjoined, or discharged within sixty (60) days; or, (iv) the other Party adopts a resolution for discontinuance of Its business or for dissolution. Section 11.3. Effect of Termination. Upon the expiration or termination of this Agreement, Partner will cease selling or promoting, purchasing and using the Payflow Services. Any expiration or termination shall not discharge any Party's accrued obligation(s) and Partner may invoice and/or collect payment from Customer(s) that have outstanding balances with Partner. Upon Customer's request, PayPal may convert the Customer to a direct account and continue to support the Payflow Services. ARTICLE XII: REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants that (a) it has full power and authority to enter Into and perform this Agreement; and (b) Its execution and performance of this Agreement does not violate, conflict with, or result in a material default under any other contract or agreement to which it is a party, or by which It is bound; and (c) it shall at all times comply with applicable Payment Card Industry Data Security Standards, ("PCI DSS") as such may be amended from time to time, with respect to all card data received by it in connection with this Agreement. ARTICLE XIII: MISCELLANEOUS PROVISIONS Section 13.1 ContractinaLEntity. This chart explains the PayPal entity with whom Partner is entering Into this Agreement, the address for notice to PayPal, which governing law applies to the Agreement, and which courts have jurisdiction to adjudicate lawsuits. Country of Contracting Entity Residence of Partner United States PayPal, Inc. a Delaware corporation in the United States whose address Is eBay Park North, 2211 North First Street, San PayPal, Inc. 021413 Address for Notice Governing Courts with Exclusive to PayPal Law Jurisdiction PayPal, Inc., Attention: Legal Department, 2211 North First Street, San Jose, California The State of Michigan DocuSign Envelope ID: 2665OF59-1753-46CE-9Fe3-B6ACOA03DBC1 Jose, CA 95131 95131 Canada PayPal Private Limited, a PayPal Private company incorporated in Limited, Attn: Legal Singapore whose address Department, 5 Is 5 Temasek Boulevard Temesek Boulevard #09-01, Suntec Tower #09.01, Suntec Five, Singapore 038985 Tower Five, Singapore 038985 Section 13.2, Notice. Singapore Singapore or where the defendant is located (in PayPal's case, Singapore, and in Partner's case, Partner's home address or principal place of business) 13.2.1, Notice to Partner. Notice to Partner must be sent by postal mail to the address for notice listed on the cover sheet. 13.2.2. Notices to PavPal, Notice to PayPal must be sent by postal mail to the address for notice listed above. Section 13.3. Assignment, This Agreement binds and is for the benefit of the successors and permitted assigns of each Party. Partner may not assign this Agreement or any rights under it, in whole or in part, without PayPal's prior written consent. Any attempt to assign this Agreement other than as permitted above will be null and void. Section 13.4. Independent Contractors. The Parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or Imply any partnership, agency, orjoint venture. Section 13.5. Severability. If any provision of this Agreement shall be held Illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Section 13.6. Force Maieure. Neither Party shall be responsible for any failure to perform its obligations under this Agreement If such failure Is caused by acts of God, war, strikes, revolutions, lack orfailure of transportation facilities, laws or governmental regulations or other causes that are beyond the reasonable control of such Party. Obligations hereunder, however, shall not be excused but shall be suspended only until the cessation of any cause of such failure. Section 13.7. Export Restrictions. Partner will not import, export, or re-export directly or indirectly, any commodity, including Partner's products incorporating or using any PayPal products in violation of the laws and regulations of any applicable jurisdiction. Section 13.8. No Waiver. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Section 13.9. Survival of Terms. Expiration or termination of this Agreement shall not relieve either Party of any obligations that accrue prior to the date of such expiration or termination. The provisions of Sections 2.5, 2.9, 3.7, 4.1, 5, 7, 8, 9, 10, 11.3, 13 and 14 and Exhibit B shall survive the expiration or termination of this Agreement for any reason. Section 1110. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. ARTICLE XV: Section 14.1. DEFINITIONS Defined Terms. a. "Account Manager' is a PayPal designated representative Partner may contact to resolve support and business Issues relating to the Payflow Services. b. "Add On Services" Includes Recurring Billing Service, Fraud Protection Services, and the ACH Payment Service and are services offered in conjunction with the Payflow Services. The terms and conditions for the Recurring Billing Service and Fraud Protection Services are in the Pass Through Terms. The ACH Payment Service requires a separate agreement. c. "API" shall mean application programming interfaces d. "Billable Transactions" means authorizations, sales, credits, voice authorizations, and voids. e. "Customer' means a person or entity from Canada or the United States that purchases or otherwise receives the Payflow Services from Partner. f. "EC(BML Merchant" means Partners Customers (1) with which PayPal does not have a pre-existing relationship or is not itself directly engaged in sales activities, (11) referred to PayPal via the Payflow Trackable Means after the Effective Date of this Agreement, (III) who have accepted PayPal's User Agreement, successfully completed PayPal's account registration process, and have an account in good standing; and (iii) who have Express Checkout or Bill Me Later® sales volume. g. "Financial Institution" means a bank or financial institution or Partner which agrees to(!) evaluate Customers to determine whether to establish a Customer account for the Customer and authorize the Customer's Transactions and (ii) if a Customer is approved after such evaluation, authorizes Transactions for such Customer. PayPal, Inc. 021413 DocuSign Envelope ID: 26600F59.1753-46CE-9F83-B6ACOAD3DBC1 h. "Intellectual PronedyRighuf means any and all now known or hereafter existing rights associated with intangible property;; including, but not limited to, registered and unregistered United States and foreign copyrights, trade dress, trade names, corporate names, logos, inventions, patents, patent applications, software, know-how, and all other Intellectual property and proprietary rights (of every kind and nature throughout tha.univarse and however designated) "relating to intangible property, I. "Internet Service Provider' Ise business that provides server space, Web services, and Ills maintenance for Web sites controlled by individuals or companies that do not have their own Web servers. j. "Partner Snacifin Renistratioh URL" mean those PayPal designed,, hosted, and secure web pages connected to Paypal's Internet serverswberein Partner or Customer may Input Information or view information about a Customer (including Customer's name, address, the Customer's selected Financial institution, and such c1her information reasonably requested by PayPal) to set up the Customer's Payment Service Account. k. "Pass Tbrou[th Terms" means the terms and conditions applicable to the use of the Payflow, Services as specified by PayPal to which the Customer must agree prior to receiving the Payflow Services, as more specilically,set forth in Exhibit B. I, "Payflow Software' means the object code Version of PayPal's client SDK, HTML code, APIs, related documentation, and other client software or code which PayPal provides to Partner, including updates, to enable PayPal to provide the Payment Payflow Services to Customers: Unless otherwise specified, PayBow Softwareshall not Include any source code, m. "Pavflgw Services" mean the paymentgateways underthe brand names PayBow Link or PayBow Pro that Include, without limitation, real-time, secure data transmission and processing for multiple business -to -customer payment methods including, credit cards, debit cards, Purchase cards,'PayPal payments, Bill Me.Latere payments, delayed shipment billing, electronic checks, -and the Add On Services. m "Pavfk yWTrackable Means" means the association and tracking of Customers to Partner using the "Payflow Partner ID" or'{"PID"). The PID Is a unique identification value assigned by PayPal to the Partner and is tracked via the, Pdyflow account dreatao by the (1) Customer Via the Partner Specific Registration, URL, (b) Partner via PayPal Partner Manager Center, or (a) Partner via XML registration. o. "Pavment Service Accoun(" means an activated Customer account that may process Transactions. p. °PevPal EC/BML NMS" means the net Merchant sales volume ahrough www.PayPal.com calculated as the sum, of payments made to the, EC/BML Merchants via the Payflow, Trackable Means through Bill Me Later® and PayPal's Express Checkout API (Including Web, mobile interfaces), mipus any chargebacks, refunds, and reversals. PayPal EC16ML NMS excludes any direct credit card sales, any payments through the Virtual Terminal interface or through the PayPal'Moblle Payment Library services, arch or in connection with the aeay marketplace. q. "PayPal Partner Manager Center",mean those PayPal designed, hosted, and secured web pages connected to PayPal's Internet servers wherein Partner registers Customers and manages their accounts. r. "Transaction" means Information related to' the' purchase of goods and sarvl6e's. Specifically a Transaction is an a4ithorization, delayed capture, sale, vdid', voice autherizatlon, inquiry, verification, reference transaction, non - reference credit, or credit data transmission between PayPal and its back end processors. IN WITNESS WHEREOF','the Parties have caused this Agreementto be executed by their duly authorized representatives as of the Effective Date, ayPa�-tbtlA r6 By, by, yrtner / �r By: y �ARAM7Facsaac.. 4 1 Name: Name: Scott' N, Gaztiy; `/ O, M13A Title: Finance Director Title- Purehashig Adn3lni9trator )Date: 2/8/2016 Date: / — 21 - �-rl& PayPal Pr�ivolp,�tWWRO By. ( j U,aiw& (Ain liaVh Name: a�a9tJ�+9�eI99am Title: Director, APAC Controller Date: 3/10/2016 7 p.N PayPal, Inc. @� 021413 DocuSign Envelope ID: 266BOF69.1753-46CE-9F83-BBACOAD3DBC1 EXHIBITA 1. Pavflow Services Pricinq Set Up Fee Monthly Fee Per Billable Service per Payment Service per Payment Transaction Fee Account Service Account Payfiow PRO waived waived $0.06 *The total monthly fees due to PayPal each month will be based on the maximum number of activated Payment Service Accounts at any point in a calendar month. PayPal, Inc. 021413 DocuSign Envelope ID: 266BOF59-1753.46CE-9F83-BBACOAD3DBC1 EXHIBIT B PAYFLOW PASS THROUGH TERMS This Payflow Gateway Services Agreement ("Agreement') applies to your (the "Merchant's") use of the Payflow Gateway Services (the "Payflow Services"). In this Agreement, "you" and "your" refer to Merchant and your designated agents, including your administrative contact, and "we," "us' and "our" refer to PayPal. You must read, agree to, and accept all of the terms and conditions contained in this Agreement. By using the Payflow, Services, you acknowledge that you have agreed to this Agreement. We may amend this Agreement at any time by posting a revised version on ourwebsite. The revised version will be effective at the time we post It, except if you are a governmental entity and the revision contradicts your statutory rights or obligations. In that case, upon notice to PayPal, the revision shall not apply to you. In addition, if the revised version includes a Substantial Change, we will provide you with 30 Days' prior notice of Substantial Change by posting notice on the "Policy Updates" page of our website. You agree to review periodically our website to be aware of any revisions. Except as provided above if you are a governmental entity, by continuing to use the Payflow Services after any revision to this Agreement or any change in Payflow Services, you agree to abide by and be bound by any such revisions or changes. 1. INTRODUCTION. The Payflow Services Include Payflow Link or Payflow Pro and the "Add On Services' defined as Recurring Billing Service, the Fraud Protection Services, and the ACH Payment Service. In order to use the Payflow Services you or your PayPal authorized reseller must complete the online registration process ("Registration") and set up an internet merchant account with a Financial Institution to process payments. When you register for the Payflow Services, you may have PayPal payments automatically enabled. The e-mail address you designate when registering for the Payflow Services will be initially used to create your PayPal account, however, to access any PayPal payments you must finish completing your PayPal account. If you are required to and agree click through to the an online PayPal user agreement, found on the applicable PayPal website, and you are a governmental entity, the terms and conditions of this Agreement shall control in the event of a conflict between the terms of the click through agreement and this Agreement, unless already included in this agreement. Use of the Add On Services may require additional documentation. You agree that you shall (1) use the Payflow Services in accordance with the applicable user guides and other documentation; and (ii) not use or permit others to use Information obtained with the Payflow Services for any purpose other than in conjunction with the Payflow Services and In a manner described in this Agreement and in the documentation for the Payflow, Services. 2. DEFINITIONS. "ACH" shall mean Automated Clearing House. "API" shall mean application programming Interface, "Financial Institution" shall mean banks or financial institutions having business relationships with one or more Financial Processors that have agreed to evaluate and provide merchant accounts and payment authorization services to merchants. "Financial Processor" shall mean an entity with which PayPal has established a relationship that performs the back -end authorization and processing of Transactions between your Financial Institution and the cardholder's bank. "Manager Web Site" means the online account management tools for merchants for the Payflow Services. "Payflow Services" mean the payment gateways under the brand names Payflow Link or Payflow Pro that include, without limitation, real-time, secure data transmission and processing for multiple business -to -customer payment methods Including, credit cards, and purchase cards and access to electronic checks allow Referred Merchants to process credit and debit cards, PayPal payments, Bill Me Later© payments, delayed shipment billing, electronic checks, and the Add On Services, "Payflow Software" shall mean the object code version of the client Software Development Kit ("SDK"), HTML code, APIs, related documentation, and other client software or code, including updates, to enable PayPal to provide the Payflow Services to you. Unless otherwise specified, Payflow Software shall not include any source code. "Substantial Change" means a change to the terms of this Agreement that reduces your rights or increases your responsibilities. "Transaction" shall mean information related to the purchase of goods and services from you by a third party. Specifically a Transaction is an authorization, delayed capture, sale, void, voice authorization, Inquiry, verification, reference transaction, non -reference credit, or credit data transmission between PayPal and its back end processors. 3, MERCHANT OBLIGATIONS. You shall: (a) Maintain commercially reasonable business practices in conjunction with use of the Paylow Services including (1) maintaining your web site (the "Merchant Web Site") and connection to the internet and fulfilling all orders for products and services sold by you; (11) reviewing Transactions on a regular basis and notifying PayPal promptly of any suspected unauthorized activity; (41) establishing and maintaining a commercial banking relationship with one or more Financial Institutions; and (iv) keeping your login name and password confidential and agreeing that the administrative contact you provide to us during Registration is your agent with full authority to act on your behalf with respect to such Payflow Services, PayPal, Inc. 021413 DocuSign Envelope ID: 266BOF59-1753-46CE-9FB3-B6ACOAD3DBC1 (b) Collect, store and transmit certain Transaction and user information (collectively, the "Data"), In a secure manner, protect the privacy of the Data, and comply with requests from PayPal to take reasonable action to maintain the security and integrity of the Payflow Services; and (c) Update to the most current Payflow Software version and security updates and patches necessary to properly operate the Payflow, Services and keep all your enrollment and payment information current and updated on the PayPal Manager Web Site; 4. PAYPAL'S OBLIGATIONS. 4.1 Services, Subject to the terms In this Agreement, PayPal agrees to provide (i) the Payflow Services for which you have enrolled and the PayPal authorized reseller has paid the applicable fees on your behalf, and (II) access to standardized reports regarding your Transactions processed using the Payflow Services and certain reporting tools to assist you in accounting activities. 4.2 Information Conduit. You acknowledge that PayPal is not a financial or credit reporting institution. PayPal Is responsible only for providing Data transmission to effect or direct certain payment authorizations for you and is not responsible for the results of any credit inquiry, the operation of web sites of internet service providers (" ISP"), Financial Institutions, Financial Processors, the availability or performance of the internet, orfor any damages or costs you suffer or incur as a result of any instructions given, actions taken or omissions made by you, your Financial Processor(s), your Financial Institution, or any ISP. The Payflow Services present data and Information collected from the you and data sources other than PayPal and PayPal makes no representations or warranties regarding the availability, accuracy, timeliness or completeness of such data and information or any output or results of the Payflow Services based in whole or in part on such data and information. You are solely responsible for the accuracy and completeness of all Data you supply. 4.3 Security and Stability. You acknowledge that it is In the best interests of both parties that PayPal maintains a secure and stable environment; to that end, PayPal may change the method of access to the Payflow, Services at any time. You also agree that, in the event of degradation or instability of the Payflow Services or an emergency, PayPal may temporarily suspend your access to the Payflow Services, any API, and/or any PayPal content under this Agreement in order to minimize threats to and protect the operational stability and security of the Payflow Services. Each party represents, warrants and covenants that It shall at all times comply with applicable Payment Card Industry Data Security Standards, ("PCI DSS') as such may be amended from time to time, with respect to all card data received by it in connection with this Agreement. PayPal does not guarantee the security of the Payflow Services or Transaction data, and PayPal will not be responsible in the event of any infiltration of Its security systems, if PayPal has used commercially reasonable efforts to prevent any such infiltration. Your customers' card data is handled by PayPal if: (a) you use Payflow Link, or (b) you use Payflow Pro and you choose to activate the "transparent redirect" feature and integrate the feature pursuant to PayPal's instructions. PayPal adheres to Payment Card Industry Data Security Standards ("PCI DSS"). 4.4 Technical Support for Payflow Services. PayPal shall provide technical support services as set out at the following httos://www.Davoal.com/us/coi-bintwebscr?cmd= oavilow-su000rt-list-outside. 5. FEES AND PAYMENT TERMS. 5.1 Fees. You agree to pay the PayPal authorized reseller the applicable fees, if any, for the Payflow Services. Fees, if any, are due immediately and are non-refundable, except as otherwise expressly noted herein. 5.2 Taxes. The fees are exclusive of tax. Except if you are tax exempt, you are responsible for all taxes, duties, levies or tariffs or charges of any kind imposed by any federal, state, or local governmental entity on the fees for the Payflow Services, excluding taxes based on PayPal's net income. 6. TERM AND TERMINATION. 6.1 Term; Renewal. This Agreement will commence on the date you accept the terms of this Agreement (the "Effective Date") and continue until terminated as set out herein. 6.2 Termination. You may terminate the Payflow Services through your PayPal authorized reseller at any time by providing 30 days prior written notice to your PayPal authorized reseller. PayPal may terminate this Agreement, effective immediately, (i) in the event of insolvency, receivership or voluntary or involuntary bankruptcy, or an assignment for the benefit of your creditors, or in the event that a substantial part of your property is or becomes subject to any levy, seizure, assignment or sale for or by any creditor or governmental agency without being released or satisfied within thirty days thereafter; (ii) If you fall to comply with applicable laws or regulations; (III) for any of the reasons listed In Section 6.3 below; or (Iv) you fail to materially comply with this Agreement. 6.3 Suspension. PayPal may suspend your access to the Payflow Services effective immediately if: (i) certain third party licenses or access to third party components of the Payflow Services are terminated; (11) If you cause or fail to fix a security breach relating to the Payflow Services; (III) PayPal reasonably believes your breach compromises the security of the Payflow Services; (iv) PayPal reasonably believes fraudulent Transactions are being submitted on your account knowingly or negligently; (v) your Financial Processor or Financial Institution requires such suspension; (vi) you fail to pay any fees when due; or (vii) you fail to upgrade to the most current Payflow Software version, security updates and/or patches; 6.4 Effect of Termination. PayPal will cease providing the Payflow Services as of the expiration of the billing cycle in which the termination is effective. Upon termination, your rights to use the Payflow Services, and any other rights granted hereunder, shall immediately cease, and you shall destroy any copy of the PayPal Documentation or other materials licensed 10 PayPal, Inc. 021413 DocuSign Envelope ID: 20680F59-1753-46CE-9F63-BOACOAD3DBC1 to you hereunder and referenced herein. Termination of this Agreement will not relieve either Party from any liability arising prior to the termination of this Agreement. If your PayPal authorized reseller ceases to be an authorized reseller, you may continue to access the Payflow Services as mutually agreed between Merchant and PayPal. To the extent permitted by applicable law, you agree that upon termination, we may delete all information relating to your use of the Service. 7. PRIVACY. Both Parties privacy policies shall be adequately displayed within their respective websites and meet current legal and industry standards within each Party's reasonable determination. Our privacy policy is located on our Web site at httos://www.oavpal.com/us/cci-bin/webscr?cmd=o/aen/ua/policy ❑rivacv--outside and is incorporated herein by reference. You agree that in the course of providing the Payflow Services, PayPal All capture certain Data. You agree to provide to PayPal only the Data that Is required by the Payflow Software and Is necessary for PayPal to provide the Payflow Services. Subject to applicable law, PayPal may use the Date as necessary to (I) perform the Payflow Services contemplated In this Agreement (Including distributing the Data to third parties providing services you requested); (it) collect and process the Data for record keeping, reporting, , and analytics; (111) provide fraud detection, risk modeling, and support services; (iv) compile and disclose Data in the aggregate where your individual or user Data is not identifiable, including calculating your averages by region or industry; and (v) provide the Data as required by the card associations, law or court order, for purposes of incident Investigation, or to defend PayPal's rights in a legal dispute. You represent and warrant that you have provided notice to, and obtained consent from, any third party individuals whose personal data you supply to us. We are not responsible for any consequences resulting from your failure to provide notice or receive consent from such individuals or for your providing outdated, Incomplete, or inaccurate information. You are responsible for capturing and securing any Data you need prior to submission to us for processing. After processing, we will provide only truncated Data to you through our standard reporting tools. 8. CONFIDENTIALITY. 8.1 Confidential Information Defined. A party's "Confidential Information' is defined as any information of the disclosing party, which (I) if disclosed in a tangible form Is marked using a legend such as "Confidential" or "Proprietary" or if not so marked, should be reasonably understood by the receiving party from the context of disclosure or from the information Itself, to be confidential, or (ii) if disclosed orally or visually is declared to be confidential or, if not so declared, should be reasonably understood by the receiving party from the context of disclosure or from the Information Itself to be confidential. Confidential Information shall include, the terms of this Agreement; the integration requirements; information accessed via the Payflow APIs; Information relating to the PayPal's systems, technology, processes, and financial information; your user ID; information relating to your business, security and technology; and all user data and customer Information (including user IN and passwords) regardless of whether marked "Confidential," except if such information is required to be released pursuant to the Michigan Freedom of Information Act, subpoena, court order or operation of law. 8.2 Mutual Obligations. Each party shall hold the other party's Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party's Confidential Information for any purpose other than as required to perform its obligations under this Agreement. Such restrictions shall not apply to Confidential Information that (i) is already known by the recipient, (ii) becomes publicly known through no act or fault of the recipient, (III) is received by recipient from a third party without a restriction on disclosure or use, or (iv) is independently developed by recipient without reference to the Confidential Information or (v) where Confidential Information is required to be disclosed by a court, government agency, law enforcement agency, regulatory requirement, or similar disclosure requirement. The parties' respective obligations to maintain the confidentiality of Information disclosed hereunder shall survive the expiration or early termination of this Agreement or until such time as such information becomes public information through no fault of the receiving party. Upon termination or expiration of this Agreement, the receiving party shall immediately return to the disclosing party all manifestations of the Confidential Information or shall destroy all such Confidential Information as the disclosing party may designate; provided that such action may be delayed for so long as, and to the extent that, such Confidential Information relates to outstanding payment obligations or is subject to audit, reporting, or retention requirements under this Agreement or applicable law.8.3 9. PROPRIETARY RIGHTS. 9.1 Intellectual Property. You acknowledge that PayPal and its licensors retain all intellectual property rights (Including all patent, trademark, copyright, trade dress, trade secrets, database rights and all other intellectual property rights) and title in and to all of their Confidential Information; other proprietary Information, products and services; and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the Payflow Services and provided by PayPal hereunder, including without limitation all modifications, enhancements, derivative works, configurations, translations, upgrades, and interfaces thereto (all of the foregoing "PavPal Intellectual Property'). PayPal Intellectual Property does not include your preexisting hardware, software, data, or networks. Except as otherwise expressly provided herein, nothing in this Agreement shall create any right of ownership or license in, and to the other Party's intellectual property rights and each Party shall continue to independently own and maintain its intellectual property rights. There are no implied licenses under this Agreement and any rights not expressly granted to you under this Agreement are reserved by PayPal or its suppliers. You shall not reverse engineer, decompile, modify in any manner, or create derivative works from the Payflow, Services, API License, (defined below) or any PayPal Intellectual Property 9.2 License. PayPal hereby grants you a non-exclusive, non -transferable, revocable, non-sublicenseable, limited license to use PayPal's Intellectual Property solely as required and necessary to use the Payflow Services in accordance with the terms and conditions of this Agreement and any user guides provided by PayPal to you (the "IP License" and with respect to the APIs, the "API License"). 11 PayPal, Inc. 021413 DocuSign Envelope ID: 266BOF59.1753-46CE-9F63-WACOAD3DBC1 9.3 Payf/owAft.. PayPal shall make available to you its API integration and user guides and SDKs (collectively "PayPal Documentation"). You shall comply with the PayPal Documentation in connection with the integration and use Of APIs. You shall keep all user ID, passwords and other access codes pertaining to the Payflow Services and API License confidential and secure from all unauthorized persons. You will immediately terminate the access rights of any user who ceases to act in an authorized capacity on your behalf for any reason, including because of a change in employment status or in the event of theft, loss or authorized disclosure or misuse of that user ID. You agree to notify PayPal immediately upon learning of any unauthorized use of your user name or password. You shall be solely responsible for (i) updating your passwords for access to the Payflow Services periodically, and (fi) creating passwords that are reasonably "strong" under the circumstances. The user ID is the property of PayPal and may be immediately revoked or terminated by PayPal if you share the same with any third party, or otherwise breach this API License. In connection with your use of Payflow's API's, you are prohibited from doing any of the following: (1) selling, transferring, sublicensing, or disclosing your user ID to any third party (other than third party service providers); (ii) selling, transferring, sublicensing, and/or assigning any Interest in PayPal's Confidential Information accessed by the APIs; (ill) collecting any customer's personally identifiable information that is accessed through the APIs without that customers express permission; (iv) providing timeshare, service bureau, application service provider or similar services to any otherthird party; and (v) interfacing or connecting the Payflow Services, or the API License with any other computer software or system without the prior written approval of PayPal. PayPal shall have no responsibility or liability for the performance of the Payflow Services and Payflow Software, in the event that the Payflow Services or Payflow Software are not used in accordance with this Agreement or any instructions for use provided by PayPal, 10. REPRESENTATIONS AND WARRANTIES. 10.1 Authority. Each party represents and warrants that (a) it has full power and authority to enter Into and perform this Agreement; and (b) its execution and performance of this Agreement does not violate, conflict with, or result in a material default under any other contract or agreement to which it Is a party, or by which It Is bound. 10.2 Compliance with Laws. You represent and warrant that you shall comply with all applicable privacy, consumer and other laws and regulations with respect to (1) provision, use and disclosure of the Data; (it) dealings with the users providing the Data; and (Ili) use of the Payflow Services. 11, DISCLAIMER. THE PAYFLOW SERVICES AND PAYFLOW SOFTWARE INCLUDING THE APt LICENSE ARE PROVIDED HEREUNDER ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND AND EXCEPTAS EXPRESSLY STATED HEREIN, PAYPAL DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARDS TO THE PAYFLOW SERVICES AND PAYFLOW SOFTWARE. PAYPAL DOES NOT REPRESENT OR WARRANT THAT THE PAYFLOW SERVICES AND PAYFLOW SOFTWARE SHALL OPERATE SECURELY OR WITHOUT INTERRUPTION. 12. 13. LIMITATION OF LIABILITY, IN NO EVENT WILL PAYPAUS LIABILITY TO MERCHANT ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID TO PAYPAL BY MERCHANT OR BY PAYPAL'S AUTHORIZED RESELLER ON BEHALF OF MERCHANT HEREUNDER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTTHAT GAVE RISETO THE CLAIM FOR DAMAGES. IN NO EVENT WILL PAYPAL OR ITS LICENSORS HAVE ANY LIABILITY TO MERCHANT FOR ANY LOST OPPORTUNITY OR PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND WHETHER OR NOT PAYPAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. The limitations set forth above shall be enforceable to the maximum extent allowed by applicable law. 14. MISCELLANEOUS TERMS. 14.1 Force Majeure. Neither Party shall be responsible for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes that are beyond the reasonable control of such Party. Obligations hereunder, however, shall in not be excused but shall be suspended only until the cessation of any cause of such failure. 14.2 Entire Agreement and Modification. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any priororal, written, or online agreements. The PayPal authorized reseller is not authorized to alter or amend the terms of this Agreement. Except as otherwise provided for herein, any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties herein. 14.3 Severabf/ity. If any provision of this Agreement shall be held illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 14.4 Assignment; No Waiver. This Agreement binds and Is for the benefit of the successors and permitted assigns of each Party. You may not assign this Agreement or any rights under it, in whole or in part, without PayPal's prior written consent. Any attempt to assign this Agreement other than as permitted above will be null and void. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. 14.5 Governing Law and Jury Trial Waiver, This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, U.S.A., except for its conflicts of laws principles. PAYPAL AND MERCHANT IRREVOCABLY 12 PayPal, Inc. 021413 DocuSign Envelope ID: 266BOF59-1753.46CE-9F83-MACOAD3DBC1 WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVINGANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. 14.6 Survival. Sections, which by their nature survive, shall survive any termination or expiration of this Agreement in accordance with their terms. 14.7 Export Restrictions. You agree that you shall not import, export, or re-export directly or Indirectly, any commodity, including your products incorporating or using any PayPal products in violation of the laws and regulations of any applicable jurisdiction. 14.8 Notices. Except as otherwise expressly stated in this Agreement, all notices to PayPal shall be in writing and delivered, via courier or certified or registered mail, to General Counsel, 2211 North First Street, San Jose, CA 95131 or any other address provided by PayPal. All notices to you shall be delivered to your e-mail address as provided by you in your account information. Unless you choose to opt -out of receiving marketing notices, you authorize PayPal to notify you as our customer, via commercial e-mails, telephone calls and other means of communication, of information that PayPal deems is of potential interest to you, including without limitation communications describing upgrades, new products and services or other information pertaining to the Payflow Services or other PayPal offerings relating to internet security. Notwithstanding the above, you shall not have the right to opt -out of service or support notices relating to the Payflow Services, Including without limitation, notices of service modifications, security, performance Issues, or technical difficulties. 14.9 Headings. The section headings appearing in the Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section. 14.10 Relationship of the Parties. The Parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency, orjoint venture. 14.11 Non -Disparagement; Publicity. All media releases or public announcements (including, but not limited to, promotional or marketing material) by either Party relating to this Agreement are prohibited without the prior written consent of both Parties. 14.12 Expenses. Except as otherwise specified herein or as otherwise mutually agreed upon by the Parties, each Party will bear its own costs of performing under this Agreement. 14.13 Government Use. If you are a branch or agency of the United States Government, the following provision applies. The software and any related documentation are comprised of "commercial computer software" and "commercial computer software documentation" as such terms are used In 46 C.F.R.12.212 (SEPT 1995) and are provided to the Government (1) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (il) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995). AMERICAN EXPRESS DIRECT PROCESSING If at any time you process directly with American Express, you acknowledge and agree to comply with the terms of this Section as applicable. 1. Access via Ecommerce Application. You understand and agree that if you install a third party e-commerce application or your own custom integration on your Web Site through which you access American Express directly, it is your responsibility to comply with or select an e-commerce application that complies with the most current American Express standards and operational requirements. In addition, it is your responsibility to keep your systems in good working order and to repair and correct any deficiencies, errors, ordefect promptly during the term of this Agreement if notified by PayPal or American Express that such repair Is necessary for the Direct Processing services to operate properly and in accordance with American Express requirements. PayPal will promptly notify you of American Express required changes to your system. You understand and agree that your failure to perform these functions may result In your inability to process such Transactions through PayPal or in PayPal or American Express suspending or terminating your right to access the Direct Processing services. 2. Inability to Access Service. You acknowledge and agree to notify PayPal immediately of online processing problems, including but not limited to providing PayPal's customer service department with notice within forty-eight (48) hours of your use of voice authorizations for Transactions that would otherwise have been sent using the Payflow Services described herein. In no event shall PayPal be liable for Transaction processing and other services performed by American Express ADD ON SERVICES RECURRING BILLING SERVICE. If at any time you purchase the Recurring Billing Services, you agree to comply with the following terms and conditions 1. Compliance. The Recurring Billing Service allows you to automatically debit a customer's debit or credit card ("Card"). This allows you to sign customers up for a payment that is recurring on a regular or irregular basis and for a fixed or variable amount. You agree that you will comply with all the requirements of Regulation E (12 CFR 205.10) ("Reo E„) and Regulation Z (12 CFR 226.13), including the requirement to receive an authorization prior to setting up a recurring payment, the requirement to provide the customer with 10-day's notice if the amount of the payment will vary from the amount of the 13 PayPal, Inc. 021413 DocuSign Envelope ID: 266BOF59.1753.46CE-9F83-B6ACOAD3DBC1 authorization or the previous transfer, and the requirement to have the ability to stop the payment by providing you with 3 days notice. In the Instance of stopping the payment, you are entitled to ask the customer for an alternative payment method, and if necessary pursue collection efforts if the customer does not provide one. 2. Recurring Transactions. You agree, and hereby represent and warrant, that prior to processing any recurring Transactions using Recurring Billing Service, you will have entered Into written agreements with its customers (1) confirming the customer's Card number and current expiration date; (2) providing an overview of how the recurring billing service will operate; (3) stating the term of the contract, in partioular the period the Card will be billed and the frequency that the Card will be charged. 3. Merchant Obligations. You shall; (1) obtain all necessary approvals required from each customer authorizing you to bill such customer's Card account; (li) comply with all applicable bank and Card rules with respect to recurring billing of customer's Cards; (III) provide accurate information regarding the Cards to be billed, the amounts, the billing cycles, billing period and any other Information requested by PayPal that is necessary to properly process such Transactions; (iv) review Transactions periodically to determine if they have been properly submitted and notify PayPal promptly if you notice any discrepancy between the information provided and the Transactions submitted. FRAUD PROTECTION SERVICES 1. Introduction. The Fraud Protection Services include (1) Basic Fraud Protection (ii) Advanced Fraud Protection (III) Account Monitoring, and (iv) Buyer Authentication. 2. Use of Fraud Protection Services. You shall (1) use the Fraud Protection Services in accordance with the applicable user guides and other documentation; and (ii) not use or permit others to use information obtained through the use of the Fraud Protection Services for any purpose other than in conjunction with the Payflow Services and In a manner described in the documentation for the Fraud Protection Services. 3. Setting Preferences. You shall be responsible for setting preferences for the Fraud Protection Services to determine which Transactions it will accept or reject based on the authentication Information provided by PayPal. You shall not reject a Transaction unless, based on various combinations of authentication information, you reasonably determine that the Individual requesting the Transaction is likely not the consumer he is representing himself to be. 4. Account Monitoring. You acknowledge that PayPal does not represent or warrant that the Account Monitoring Service is error free or that it will identify all fraudulent activity. In addition, PayPal shall not be liable to you if PayPal Incorrectly Identifies a Transaction as fraudulent. You shall be responsible for taking all final actions on Transactions that have been identified by PayPal as potentially fraudulent. PayPal shall use commercially reasonable efforts to monitor and internally investigate and report on potentially fraudulent activity. 5. Dispute Resolution. You acknowledge PayPal shall have the right to provide Data to Financial Institutions and card associations for the purposes of dispute resolution. 6. Best Practices. The Risk and Security "best practices" suggestions features of the Fraud Protection Services are for illustrative purposes only to show best Industry practices, and you shall be solely responsible for choosing the appropriate settings and parameters for the Fraud Protection Services, 7. IP Address Verification Components. Except as permitted in the applicable documentation for the Fraud Protection Services, you shall not: (I) modify, recast or create derivative works of any information obtained using the IP Address Verification components of this service; (II) publicly display, upload or post any information obtained using the IP Address Verification components ortransmit, broadcast or otherwise transfer such information to any other party; (iii) license, sell, transfer or provide access to information obtained using the IP Address Verification components of the Payflow Services; and (iv) use, or authorize any third party to use, the information obtained using the IP Address Verification components to provide geo-location services to third parties. 8. High Risk Filters. PayPel's licensors of third party products or services used by you as part of the high risk filters components of the Fraud Protection Services shall be considered third party beneficiaries of the Agreement and shall have the right to enforce your compliance with the Agreement. 9. Buyer Authentication. If the card associations modify their buyer authentication programs, PayPal will use commercially reasonable efforts to update the Fraud Protection Services at the next major release of the Fraud Protection Services that PayPal makes generally available. 10, Third Party Components. PayPal shall have the right to modify, substitute, or remove third party components of the Fraud Protection Services on 30 days prior notice. You may terminate the Fraud Protection Services or this Agreement in its entirety with notice as set out in this Agreement, if such removal materially diminishes the functionality of the Fraud Protection Services. 11. Deactivation. Upon termination of the Fraud Protection Services, PayPal may Immediately cancel your access to the Fraud Protection Services. It is your responsibility to clear all settings and download all reports prior to the effective date of any such termination. 14 PayPal, Inc, 021413 DocuSign Envelope ID: 266BOF59.1753-46CE-9FB3-B6ACOAD3DBC1 0 DAM(MMIOOM'YY) AC"RV CERTIFICATE OF LIABILITY INSURANCE N1220,5 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 poliey(ies) must 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 sueb endorsement(s). cuNr Am PRODUCER NAME: MARSHRISK&IFORN INSURANCEUITE 13 E6 - 345CALIFMWIASTREET, SUITEI3DD ANON ENP I(ArC. Not, CALIFORNIA LICENSE NO.0437153 EMAIL SAN FRANCISCO, CA 94104 noDRBss: Attn: Pak:2IZ9400398 INSURERS) AFFORDING COVERAGE I NAICN CN101809624•PPAL•GAVIUE-16-16 INSURER A: Addh Ammican Insurance Company 116636 I INSURED INSURERS: WA INIAPayl1 , 2211 NAmeiicanZudoh llrsumncs Company 40142 211ortnh Rlsl Sgeel INSVRERC; P Y San JDSS, CA 06131 INSURER D: NIA NIA NSURERE! INSURERF! COVERAGES CERTIFICATE NUMBER: SEA-003010989,01 REVISION NUMBER:2 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, "HE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES..IMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSft YUUVYn r Y4Ncv t%Y LIMITS LTD TYPE OFINSURANOG IINSD VIVO P9ycy NUMBER IMMIGPIy77y) IMMIOO'YYWI I A X COMMERCIALGBNERALLIABILITY �3L00179919-00 07Ii712015 07ha(20% EACH OCCURRENCE a- 1,000,000I D ao o u CLAIMS -MADE OCCUR GREMISFS (Fa accum,ncol a 1,000,WOI X SIR$500,000 MED EXP(AM onoperson) $ 10,0001 PERSONAL SAOVINJURY E AI E%Cludodl GENLAGGREOATE LIMITAPPLIES PER; I GENERALAGGREGATE S 2,000,000� POLICY Eld4CT ❑ Lee PRODUCTS -COMPIOP AGO S 2,000,00D OTHER I PERSONALINJURY E 1,000,0001 A nuroMOSILE LIABILITY 13AP0179920-00 07/1712016 07/1812016 IrwlAe.i)IdE�DrInGLE LIMIT E 1,000,0001 AN1Y.AUTO I BODILY INJURY (Per mrsm) $ 1 AALOWNED SCCHTEEDDDULED GODILY INJURY (Par Bcddem) $ os X HIREOAUTCS X AOOeWNED rPPROPERTYIDAMAOE $ I UMBRELLADAe OCCUR EXCESS LIAR CLAIMSMADE DEC) I I RETENTIONS VIRS COMPENSATION SMPLOYERS'LIABILITY YIN 'ROPRIETORIPARTNENFXECUTIVG NIA )EWMEMBEREXCLUDE04 MN EACH OCCURRENCE S I AGGREGATE E s X I STATIRE i MR, "- EL.EACHACGIOE4Y $ EL. DISEASE -EA EMPLOYEE E I6,L. DISEASE -POLICY LIMIT 4 --sCRIPTION OF OPERATIONS I LOCATIONS IVEHICLES IACORD 101. Addltlonal Remark, Sehodulo, may ba ABIODd IT mom,pow Is required) Evidence of Insurance WC0179917-DO(AOS) U7702016 61110wl6 WC 0179918,D6(MAINE. WI) 0711712016 07110=6 I 1 I I 1,000,000I 1,000.0001 1,000,001 CERTIFICATE HOLDER CANCELLATION GaMarld County M,Ichi9an SHOULD ANY OF THE ABOVE 096CRIBED POLICIES BE CANCELLED BEFORE 1200 North Tdagrdpll Road -THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Ponow' MI 40341 ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE or Moral; RIA 6lneurence SefviCne Lee Warburton W O 1088.2014 ACORD CORPORATION. All rights reserved. ACORD 26 (2014101) The ACORD name and logo are registered marks of ACORD DocuSlgn Envelope ID: 266BOF59-1753-46CE-9F83-BBACOAD3DBC1 AICQRO® lh.� AGENCY MARSH RISK & INSURANCE SERVICES POLICYNUMBER CARRIER ADDITIONAL REMARKS AGENCY CUSTOMER ID: CNIO1899624 Loc N: San Francisco ADDITIONAL REMARKS SCHEDULE NAMEDINSURED PayPet, Inc. 2211SV1 San Jose, CA9sa,5191 NAIL CODE EFFECTIVE➢ATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TIT 0' Certlflcate Of Liability Insurance POLICY IS EFFECTIVE JULY 17, 2015AT4.D0 PM PACIFIC STANDARDTIME Page 2 of 2 ACORD 101 12008101) 0 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Resolution #20630 December 7, 2020 Moved by Gingell seconded by Luebs the resolutions on the amended Consent Agenda be adopted. AYES: Gingell, Hoffman, Jackson, Kochenderfer, Kowall, Kuhn, Long, Luebs, Markham, McGillivray, Middleton, Miller, Nelson, Powell, Quarles, Spisz, Taub, Weipert, Woodward, Zack, Gershenson. (21) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions on the amended Consent Agenda were adopted. "X-4-S r'-L' I HEREBY APPROVE THIS RESOLUTION CHIEF DEPUTY COUNTY EXECUTIVE !,OTING PURi ,UANTTo MCL 45,559A (71 STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on December 7, 2020, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the Circuit Court at Pontiac, Michigan this Ph day of December, 2020. Lisa Brown, Oakland County