Loading...
HomeMy WebLinkAboutResolutions - 2021.04.29 - 34352MISCELLANEOUS RESOLUTION #21144 April 29, 2021 BY: Commissioner Gwen Markham, Chairperson, Finance Committee IN RE: INFORMATION TECHNOLOGY — APPROVAL OF ELAVON INC. #004741 CONTRACT EXTENSION THROUGH 2O22 To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen; WHEREAS Oakland County currently uses the software from Elavon Inc. for credit card processing; and WHEREAS Oakland County has conducted bids in the past to replace the technology and has found the cost of switching to be cost -prohibitive at this time; and WHEREAS the current Contract #004764 with Elavon Inc. (vendor) was executed on 05/01/2016, and expires on 04/30/2021. The Departments of Information Technology and Purchasing have negotiated a one-year extension with Elavon Inc. at a cost of $1,350,000 per year bringing the contract "not to exceed" amount to $5,820,000; and WHEREAS the Purchasing Terms and Conditions 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 1- year contract extension with Elavon Inc. through April 30, 2022. BE IT FURTHER RESOLVED that a budget amendment is not required as there is sufficient funding within Information Technology's FY 2021 — FY 2023 operating budget to cover the cost of the expenditure. Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution. 4c, Commissioner Gwen Markham, District #9 Chairperson, Finance Committee FINANCE COMMITTEE VOTE: Motion carried on a roll call vote with Charles absent. (rl COUNTY MICHIGAN OAKLANDCOUNTY EXECUTIVE DAVID COULTER INFORMATION TECHNOLOGY Michael R. Timm, Director TO: OAKLAND COUNTY BOARD OF COMMISSIONERS FROM: MICHAEL R TIMM, DIRECTOR SUBJECT: ELAVON SERVICES About Elavon: • Elavon is the 5`h largest global payment provider in the world and is backed by U.S. Bank, the 5'h largest commercial bank in the United States 0 2 million customers in over 30 countries o A+ rating from the Better Business Bureau in the U.S. and Canada o 5 billion global annual transactions valued at nearly $450 billion around the world per year • Elavon is an eCommerce merchant vendor that provides credit card services to Oakland County's eCommerce technology platform and Departments • Elavon allows Oakland County and other agencies to accept Visa, MasterCard, Discover and American Express at the counter and online through various Oakland County applications How Elavon Is Used at Oakland County: • Elavon is the credit card processor that provides credit card transactions between our encrypted gateway provider, PayPal and Oakland County's technology and PCI (Payment Card Industry) environment • We leverage Elavon's relationship to reduce Oakland County's exposure to regulatory and legal concerns with payment transactions related to PCI • Elavon has been an integral component of the eCommerce technology ecosystem for nearly two decades • Oakland County's contract with Elavon has been long standing. The Contract and Terms of Service go back to 2006. • The Elavon contract is utilized by Oakland County in several ways: o Oakland County Departments will use the contract for credit card services directly for their Departments at the counter o Oakland County I.T. Department uses the contract to build the eCommerce system into Oakland County applications, allowing Departments and government agencies to take payments online with each Departments application. For example: Pay Delinquent Taxes, Vital Records, Court Explorer, Property Gateway, Clemis, etc. BUILDING 49W 11200 N TELEGRAPH RD DEPT421 I PONTIAC, M148341-0421 1 Fax (248) 858-5130 Phone (248) 858-0810 1 www.oakgov.com ,4 > COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER INFORMATION TECHNOLOGY Michael R. Timm, Director eCommerce Technology: • The Elavon technology has been integrated into the Oakland County eCommerce platform for nearly two decades • The estimate to replace the current merchant provider is approximately between $500,000 - $1,000,000 and would take approximately 2 years to replace Elavon Invoiced Costs: • A majority of Elavon's invoiced costs are passed through to the credit card companies: Visa, MasterCard, Discover and American Express o For example: For the year 2020, Elavon's revenue from Oakland County's total invoice was approximately $136,167 • Elavon charges Oakland County $0.08 per transaction and .08% processing rate • The 2020 invoiced amount for Elavon was $1,224,254 • Elavon's yearly invoices are estimated into the I.T. budget BUILDING 49W 1 1200 N TELEGRAPH RD DEPT421 I PONTIAC, MI 48341-0421 1 Fax (248) 858-5130 Phone (248) 858-0810 1 www.oakgov.com L. BROOKS PATTERSON - OAKLAND COUNTY EXECUTIVE q OT ,aR OAKLAND COUNTY °•40� T, PURCHASING DIVISION Building 41 West ce Rd. Tax Exempt ID: 38-6004876 Line # Item Number Item/Descriotion CONTRACT Dispatch via Print Contract ID Page 0000000000000000000004741 1 of 1 Contract Dates F.O.B. Terms 05/01/2016 to 04/30/2021 DEST NET 30 Buyer Phone Email Richard Brower 248/858-5483 browerr(au)oakgov.com Description: Contract Maximum Credit Card Processing - NPC 30,000.00 1 000000000000037555 Provide products and services to merchants that utilize Evalon, its affiliates or subsidiaries for financial transaction processing of credit cards, debit cards and other payment devices. 2016/08/08 CJB NPC Contract Finalized 2019/05/20 AEC CO 01 Extend the contract expiration date from 4/30/2019 to 4/30/2021 VendorlD 0000020354 Phone: 678/731-5865 Fax: 865/403-5947 Cateeory Co CR➢RI�I�Z�P7 Joseph Williams joseph.williams@elavon.com Authorized Signature Item UOM Contract Price EA 1.00 004741 THIRD PARTY AGENT AGREEMENT THIS THIRD PARTY AGENT AGREEMENT, together with the Third Party Agent Agreement Terms and Conditions (the "Terms and Conditions") and all Schedules and Exhibits identified as applicable below, is entered into as of the Effective Date among Elavon, Inc. ("Elavon"), the entity identified below as Member ("Member") and the Third Party Agent whosename and address appears below ("Agent"). Agent desires to provide products and/or services to merchants that utilize Elavon, its affiliates or subsidiaries (hereafter, each an "Elavon Company") for financial transaction processing of credit cards, debit cards and other Payment Devices ("Merchants") including such cards as are issued for acceptance on the payment networks operated by Visa, Inc. ("Visa"), MasterCard International Incorporated ("MasterCard"), and other Payment Network operators. These products and/or services include only those listed on Exhibit 1 (the "Products and/or Services"). In order to provide the Products and/or Services to Merchants, Agent must be registered by Member with certain Payment Networks and may require access to certain technical specifications related to the Elavon Network that are confidential and proprietary to Elavon. Elavon and Member are willing to register Agent with applicable Payment Networks and to provide Agent with access to, and a license to use, the Elavon technical specifications in consideration of Agent's agreement to the terms set forth herein. This Agreement and the relationship among Elavon, Member and Agent created hereby are governed by the Terms and Conditions and each of the Schedules and Exhibits indicated below, which, as updated from time to time, can be found at www.tellmemore.elavon.com/registration .and which are incorporated herein and made a part of the Agreement by this reference. N Terms and Conditions —Apply in all Agents, NSchedule A — Applies to any Agent that stores; processes or otherwise handles Cardholder or Transaction data in its provision of Products or Services to Merchants, including: (i) a Member Service Provider (non -ISO) including where applicable a Data Storage Entity and/or a Third Party Processor (as such terms are defined by MasterCard); and (ii) a Third Party Agent (non -ISO) including where applicable a Third Party Servicer and/or a Merchant Servicer (as such terms are defined by Visa). N Exhibit 1— Agent Products and/or Services N Exhibit 2 —Fees, E&O Insurance Level This Agreement shall commence on the Effective Date and continue in full force and effect for three (3) years, unless otherwise terminated in accordance with the terms hereof (the "Initial Term"). Thereafter, this Agreement shall automatically renew for successive terms of one (1) year each, unless otherwise terminated in accordance with the terms hereof (each a "Renewal Term"). IN WITNESS WHEREOF, the parties hereto have executed the Agreement. The Countv of Oakland -AGE �i iT*N. Guzzy By: Name- Scott Guzzv Title. PurehasinciAdministrator Agent Address for Notices: Oakland CountvComDliance 2100 Pontiac Lake Rd Blda 41 West ELAVON, INC. Cara D-. Melevzer By; Cara rl. W.;ym (Aug 4, hT1 Name: CaraDMelenvzer Title- Deouty General Counsel ("Effective Date") MEMBER Cara D. Melel7yzer By: Name, Cara D. Melenvzer Waterford, MI48328 Titic; Vice President. Elavon Third Party Agent Agreement Terms and Conditions FINAL (v 3.13) THIRD PARTY AGENT AGREEMENT —TERMS AND CONDITIONS 1. DEFINITIONS; RULES OF CONSTRUCTION (a) Definitions. Capitalized terms used in this Agreement and in any applicable Schedule or Exhibit to this Agreement shall have the meanings ascribed below or elsewhere in this Agreement. "Agreement" shall mean the Third Party Agent Agreement, including the Terms and Conditions and all Schedules and Exhibits incorporated by reference therein. "Payment Network" shall mean any credit card association, electronic funds transfer network or electronic check association, governmental agency or authority and any other entity or association that issues or sponsors a Payment Device. "Payment Device" shall mean any device or method used for the purpose of obtaining credit or debiting a designated account including a credit card, debit card, and any other financial transaction device or method. References herein to "Elavon" shall, where the context requires, include reference to Elavon Canada Company, an affiliate of Elavon providing financial transaction processing services in Canada. (b) Rules of Construction. Captions in this Agreement and in the attached Schedules and Exhibits are for convenience only and do not constitute a limitation of the terms in this Agreement. Singular terms shall include the plural, and vice versa, unless the context otherwise requires. The word "day" shall mean "calendar day" unless specifically stated otherwise. Reference in this Agreement to "include" and "including" are meant to be inclusive and shall be deemed to mean "include without limitation" or "including without limitation." 2. TERM AND TERMINATION (a) This Agreement shall have the Initial Term and Renewal Terms set forth on the first page hereof. (b) Elavon or Member may terminate this Agreement immediately upon the occurrence of any of the following: (i) A breach of any term or condition of this Agreement by Agent that remains uncured for thirty (30) days following notice by Elavon to Agent of such breach, provided that no notice or cure period shall be required where to do so would, in Elavon's sole reasonable discretion, cause Elavon or its employees, agents or affiliates, or any Payment Network continued or additional material financial, regulatory or legal risk. Further, and for avoidance of doubt, where Agent's breach is the result solely of noncompliance with Payment Network Rules, Elavon shall not unreasonably deny Agent any period afforded in turn by the Payment Network to cure the breach; (ii) The termination of the agreements between Agent and all Merchants; (iii) The loss by Agent of required registration or certification of Visa, MasterCard or any other Payment Network, including such loss due to any act or omission of Elavon or Member or as may be required by Visa, MasterCard or any other Payment Network; (iv) The loss of the ability of all Merchants that use Agent's Products and/or Services to accept Payment Devices for transactions; (v) If Agent (A) becomes insolvent, (B) suffers or permits the appointment of a receiver for its business or assets, (C) becomes subject to any involuntary proceeding under the bankruptcy or insolvency laws of any jurisdiction or any proceeding relating to the protection of the rights of creditors, which proceeding is not dismissed within ninety (90) days, or (D) makes a general assignment for the benefit of creditors, or avails itself of any proceeding under the bankruptcy laws of any jurisdiction or any proceeding relating to the protection of the rights of creditors; or (vi) In the event Elavon, in its sole reasonable discretion, determines that Agent has conducted itself in such a manner that Agent has created a material and unacceptable reputational, financial or operational risk to Elavon. (c) Elavon, Member or Agent may terminate this Agreement without cause at the end of the Initial Term or any Renewal Term by providing the other parties with written notice of termination at least ninety (90) days prior to the end of such term. (d) Upon any termination of this Agreement, at Elavon's reasonable request, Agent shall cooperate with Elavon in transferring those Merchants no longer using, or wishing to use Agent's Products and/or Services to other service providers, and Agent shall make available to Elavon all information Agent possesses regarding such Merchants in such form as Elavon may reasonably request, together with adequate instructions concerning the format and means of accessing that information. The requirements of this Section 2(d) shall not apply to any Merchants that were customers of Agent prior to the Effective Date. 3. CONFIDENTIALITY Elavon'rhird Party Agent Agreement Terms and Conditions FINAL (v 3 13) (a) in connection with the performance of this (c) Immediately upon request of the Disclosing Party, Agreement (including, in the case of Agent, in the the Receiving Party will promptly return to the performance of any Product and/or Service), each Disclosing Party (or destroy and certify to the party hereto may (as "Receiving Party") receive, Disclosing Party as to the destruction of) all copies directly or from third parties, certain oral and of Confidential Information in its possession, and written information relating to the business of the the Receiving Party will destroy all copies of any other party (as "Disclosing Party") which is analyses, compilations, and studies or other otherwise proprietary or confidential to the documents prepared by the Receiving party or for Disclosing Party, including but not limited to its use containing or reflecting, or developed with technical specifications and source code respect to, any Trade Secret or Confidential (collectively "Confidential Information"). Information. Save for where otherwise provided for Confidential Information shall not include at Section 3(a) of this Agreement, Receiving Party information which the Receiving Party can show: (i) understands and aclalowledges that the Disclosing was already known by the Receiving Party without Party is not making, nor will it make at the time of fault on its part at the time of execution of this the disclosure of any Trade Secret or Confidential Agreement; (ii) becomes publicly known through no Information, any representation or warranty, express act or fault of the Receiving Party; (iii) was lawfully or implied, as to the accuracy or completeness of disclosed to the Receiving Party by a third party such Trade Secret or Confidential Information, and having the independent right to disclose such neither the Disclosing Party nor any of its officers, information at the time of such disclosure; and (iv) directors, employees, stockholders, owners, is separately developed by the Receiving Party affiliates, agents or representatives will have any without reference to the Confidential Information. liability to the Receiving Party or any other person (b) The Confidential Information will be used solely resulting from the use of any Trade Secret or and exclusively in connection with the performance Confidential Information. of this Agreement, and save for where otherwise (d) The Receiving Party agrees that remedies at law for provided by Section 2(d) herein upon termination of any actual or threatened breach by it of the this Agreement, not in any way materially covenants contained in this Section 3(a)-(d) would detrimental to the Disclosing Party. The Receiving be inadequate and that the Disclosing Party shall be Party acknowledges and agrees that the Confidential entitled to seek equitable relief, including injunction Information will consist of, and that the Receiving and specific performance, in the event of any breach Party may have access to, Trade Secrets of the by the Receiving Party of the provisions of this Disclosing Party and other confidential and Section, in addition to all other remedies available proprietary information, and that the disclosure or to the Disclosing Party at law or in equity. unauthorized use of such Trade Secrets or other Confidential Information by the Receiving Party 4. INDEMNITY AND LIMITATION OF LIABILITY will injure the Disclosing Party. Receiving Party (a) Agent agrees to indemnify, defend and hold Elavon agrees that (other than as explicitly provided herein and Member harmless from any and all or agreed to in writing by the Disclosing Party) it claims, losses, costs and expenses, including but including, will not, at any time, use without the Disclosing not limited to, reasonable in-house counsel and Party's approval, reveal or divulge any Trade outside attorneys' and accountants' fees and any Secrets concerning the Disclosing Party. Further, fees, tines, penalties or assessments charged by the Receiving Party agrees that during the Initial Visa, MasterCard and/or any other Payment Term and any Renewal Term of this Agreement, Network, which are related to Agent's failure to and for a period of two (2) years from the comply with the terms and conditions of this termination of this Agreement (or such longer Agreement. period as is permitted by law), it will not use without the Disclosing Party's approval, reveal or (b) Elavon agrees to indemnify, defend and hold Agent divulge any Confidential Information concerning harmless from any and all liabilities, claims, losses, the Disclosing Party. For purposes of this costs and expenses, including, but not limited to, Agreement, the term "Trade Secrets" shall mean: reasonable in-house counsel and outside attorneys' the whole or any portion or phase of any scientific and accountants' fees caused by Elavon's or or technical information, design, process, procedure, Member's gross negligence or willful misconduct in formula, improvement, confidential business or its performance of its obligations under this financial information, listing of names, addresses, or Agreement. telephone numbers, or other information (whether oral or in writing) relating to any business or (c) Save for liability for a breach of a confidentiality or profession which is secret and of value. data security provision hereunder, no party hereto shall be liable for any indirect, incidental, special, Elavon Third Party Agent Agreement Terms and Conditions FINAL (v 3, 13) consequential or punitive damages, including but not limited to, damages for loss of profits, business opportunity, use, data or other intangibles, even if such party has been advised of the possibility of such damages. Save for any indemnification liability of Elavon to Agent for breach of a confidentiality provision hereunder, in no event shall Elavon's or Member's total liability under this Agreement exceed $5,000.00. 5. AUDIT AND RECORDS (a) Agent authorizes Elavon, Member, Visa, MasterCard, any other Payment Network, and any regulatory authority having jurisdiction over Elavon or Member, upon such advance notice as is reasonable in the circumstances, during normal business hours and without unnecessary disruption to Agent's normal business operations, to conduct financial and procedural audits, including, without limitation, an audit of all of Agent's records and other information related to the activities within the purview of this Agreement in order to confirm Agent's compliance with its terms, from time to time during the term hereof. (b) Agent will maintain complete and accurate records of its provision of Products and/or Services to Merchants, and shall make such records available as soon as possible, but in no event later than three (3 ) business days, from the receipt of a request therefor from Elavon, Member, Visa, MasterCard, any other Payment Network, or any regulatory authority having jurisdiction over Elavon or Member. 6. GENERALTERMS (a) Governing Law: Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Georgia, without regard to its conflict of law provisions. The state and federal courts located in Fulton County, Georgia shall have exclusive venue and jurisdiction over any claim or action filed in connection with this Agreement. Each party agrees to waive its right to a jury trial in any such action or proceeding. (b) Waivers. The failure by either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the parties agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement shall continue to remain in full force and effect, (c) Amendment: Assignment. This Agreement may be amended by Elavon or Member upon thirty (30) days prior notice to Agent. In addition, in the event Elavon or Member is directed or required by a Payment Network or by a regulatory agency having jurisdiction over Elavon or Member, whether through implementation of a new rule or regulation, through a change in an existing rule or regulation, or otherwise, to amend a term of this Agreement in less than thirty (30) days, Elavon or Member may so amend this Agreement on such notice to Agent as is practicable. If Agent determines that it is unwilling or unable to abide by an amendment to this Agreement effected pursuant to this Section 6(c), the Agent may terminate this Agreement upon written notice to Elavon and Member, which notice shall include the date the termination will be effective. Save as otherwise provided for herein, this Agreement may not be amended except in a writing executed by all parties. This Agreement shall not be assignable or transferable by Agent without the prior written consent of Elavon and Member. A change in control of Agent, by operation of law or otherwise, shall constitute an assignment by Agent for purposes of this provision and shall be null and void unless the required consent is obtained. (d) No PartnershiD or Joint Venture. Nothing in this Agreement shall constitute, or be construed as creating, a partnership, joint venture or agency relationship between Elavon and Agent or between Member and Agent. No party hereto shall have the authority to act on behalf of the other without prior written consent of the other party. (e) Entire Agreement. This Agreement, together with the Schedules and Exhibits attached hereto, constitutes the entire agreement among the parties hereto relating to the subject matter hereof, and all prior negotiations, agreements and understandings, whether oral or written, are superseded hereby. (f) Binding Nature of Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their representatives and their respective successors and permitted assigns. The provisions of this Agreement that by their terms or their operation should survive the termination of this Agreement (including Sections 3, 4, and 6(a), 6(d) and 6(h)) shall so survive. Agent acknowledges and agrees that where Elavon Canada Company, Elavon's Canadian affiliate is providing services to Merchants described in this Agreement, Elavon Canada Company is an intended third party beneficiary of this Agreement and is entitled to enforce its terms and conditions against Agent. (g) Force Maieure. No party hereto will be liable to any other for any failure or delay in its performance of this Agreement in accordance with its terms if such failure or delay arises out of causes beyond the control and without the fault or negligence of such party. Flavon Third Party Agent Agreement Terms and Conditions FINAL (v.3.13) (h) Notices. All notices provided for hereunder shall be in writing and shall be delivered in person, by facsimile, by e-mail or shall be sent by courier or by certified mail with a return receipt requested and shall be effective when delivered, or in the case notices originating in the U.S.A. and dispatched by certified mail, three (3) days following the date deposited in the United States Post Office, postage prepaid and addressed as provided in the signature block above, provided that any notice sent by e-mail shall also be sent by facsimile or courier to be received no later than the following day. Any party may by notice in writing, designate another address or office to which notices may be given pursuant to this Agreement. Elavon Oakland County M1 Addendum to Third Party Agent Agreement - Government Entities and Institutions (v.5.20.12) FINAL 6.23.14 ADDENDUM TO THIRD PARTY AGENT AGREEMENT GOVERNMENT ENTITIES AND INSTITUTIONS ADDENDUM TO THIRD PARTY AGENT AGREEMENT — GOVERNMENT ENTITIES AND INSTITUTIONS. Agent elects and agrees to accept the Third Party Agent Agreement (the "Agreement"), subject to the modifications for govemment entities and institutions further described in this Addendum No. I to Third Party Agent Agreement — Government Entities and Institutions (the "Addendum"). Except as expressly modified pursuant to this Addendum, all terms and conditions of the Agreement, including all Schedules and Exhibits to the Agreement, remain in full force and effectand shall govern the relationship among the parties to this Addendum. Capitalized terms used and not otherwise defined in this Addendum shall have the meanings ascribed to them in the Agreement, which is incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Addendum, l lie County of Uaklancl ("AGENT"): Scott N_Cruz By: Gcoll N. Guzzy (Aug 4, 2016) Name, Scott Guzzv Till— PurchasinclAdministrator ELAVON, INC. Cara D. Melenyzer By e Name: Cara D Melenvzer Tit,,. Deputv General Counsel ("Addendum Effective Date") MEMBER Cara D. Melenvzer BY: Cara e. Melenyzer (Aug 4, 2616) Name. Cara D. Melenvzer Title: Vice President Elavn Oakland County MI Addendum to'rhird Party Agent Agreement- Government Entities and Institutions (v.5.20.12) FINAL 6.23.14 Section 1— Modifications to Third Party Agent all copies of any analyses, compilations, and Agreement —Terms and Conditions studies or other documents prepared by the Receiving party or for its use containing or I) The following provisions hereby replace or delete, as reflecting, or developed with respect to, any indicated, thelike-numbered provisions of the Terms Trade Secret or Confidential Information, and Conditions provisions of the Agreement for provided that where Agent is the Receiving Party, Agents operating under this Addendum. it will dispose of or destroy such information a) Section 2(d) is deleted. where permitted by law. Save for where b) Section 3(b) is revised to read as follows; otherwise provided for at Section 3(a) of this "The Confidential Information will be used solely Agreement, Receiving Party understands and and exclusively in connection with the acknowledges that the Disclosing Party is not performance of this Agreement, and save for making, nor will it make at the time of the where otherwise provided by Section 2(d) herein disclosure of any Trade Secret or Confidential upon termination of this Agreement, not in any Information, any representation or warranty, way materially detrimental to the Disclosing express or implied, as to the accuracy or Party. The Receiving Party acknowledges and completeness of such Trade Secret or agrees that the. Confidential Information will Confidential Information, and neither the consist of, and that the Receiving Party may have Disclosing Party nor any of its officers, directors, access to, Trade Secrets of the Disclosing Party employees, stockholders, owners, affiliates, and other confidential and proprietary agents or representatives will have any liability to information, and that the disclosure or the Receiving Party or any other person resulting unauthorized use of such Trade Secrets or other from the use of any Trade Secret or Confidential Confidential Information by the Receiving Party Information." will injure the Disclosing Party. Receiving Party d) Section 4(a) is revised to read as follows: agrees that (other than as explicitly provided "Agent will pay and/or defend (at no expense to herein or agreed to in writing by the Disclosing Elavon, Member or any Payment Network) Party) it will not, at any time, use without the against any claims, losses, demands, or damages Disclosing Parry's approval, reveal or divulge any (including any fees, fines, penalties and Trade Secrets concerning the Disclosing Party. assessments) imposed as a result of, or alleged to Further, the Receiving Party agrees that during arise from (i) Agent's breach of the Agreement, the Initial Term and any Renewal Term of this (ii) a claim by any Merchant or other third party Agreement, and for a period of two (2) years from against Agent in connection with or in any way the termination of this Agreement (or such longer related to this Agreement or any services period as is permitted by law), it will not use performed by Agent with respect to such without the Disclosing Party's approval, reveal or Merchant or (iii) Agent's negligence, gross divulge any Confidential Information concerning negligence, or willful misconduct. Agent will not the Disclosing Party. For purposes of this make any claims against Elavon or Member for Agreement., the term "Trade Secrets" shall mean: any liabilities, claims, losses, costs, expenses, the whole or any portion or phase of any scientific demands or damages of any kind or nature arising or technical information, design, process, out of or in connection with any of the foregoing procedure, formula, improvement, confidential suits, claims, losses, costs, expenses, demands or business or financial information, listing of damages." names, addresses, or telephone numbers, or other e) Section 6(a) Governing Law; Venue is deleted. information (whether oral or in writing) relating to any business or profession which is secret and Section 2 — Modifications to Third Party Agent of value. Notwithstanding the foregoing, Agent Agreement — Schedule A will comply with the relevant open records laws of its jurisdiction, provided that Elavon and/or 2) The following provisions hereby replace the like - Member shall have the opportunity to exercise its numbered provisions of Schedule A to the Agreement legal rights under the open records laws to or are hereby deleted from Schedule A to the prevent the disclosure of Trade Secrets or Agreement, as indicated, for Agents operating under Confidential Information." Schedule A. c) Section 3(c) is revised to read as follows: a) Section I(k) is revised to read as follows: "Immediately upon request of the Disclosing "RESERVED". Party, the Receiving Party will promptly return to b) Section 2(a) is revised to read as follows: the Disclosing Party (or destroy and certify to the "RESERVED". Disclosing Party as to the destruction of) all c) Section 2(h) is revised to read as follows" copies of Confidential Information in its "Agent will not represent that registration of possession, and the Receiving Party will destroy Agent with any Payment Network constitutes that EIA& Oakland County MI Addendum to Third Party Agent Agreement— Government Entities and Institutions (v.5 20.12) RiNAL. 6.23.14 Payment Network's endorsement of Agent or its Products and/or Services. Agent will not knowingly take any action that could interfere with or prevent the right of any Payment Network to enforce its rights under applicable law or any applicable rule or regulation of the Payment Networks; and" Section 3 — Modifications to Third Party Agent Agreement — Schedule B 3) The following provisions hereby replace the like - numbered provisions of Schedule B to the Agreement or are hereby deleted from Schedule B to the Agreement, as indicated, for Agents operating under Schedule B. a) Section 1(f) is revised to read as follows: "RESERVED". b) Section 2(a) is revised to read as follows: "RESERVED". Section 4 — Modifications to Third Party Agent Agreement— Schedule C 4) The following provisions hereby replace the like - numbered provisions of Schedule C to the Agreement or are hereby deleted from Schedule C to the Agreement, as indicated, for Agents operating under Schedule C. a) Section t(h) is revised to read as follows: "RESERVED". b) Section 2(a) is revised to read as follows: "RESERVED", Elavon'rhud Party Agent Agreement Schedule A FINAL (v 3 13) TDfRD PARTY AGENT AGREEMENT — SCHEDULE A 1. AGENT OBLIGATIONS (a) Agent will enter into a written agreement with each Merchant prior to providing any Products and/or Services to the Merchant, which agreement will set forth the rights and obligations of Agent and the Merchant. Agent shall provide verification to Elavon that such agreements are in effect and shall supply copies of applicable terms and conditions of any of such agreements to Elavon upon request. Agent shall not be obliged to supply pricing or other commercial terms of such agreements. (b) With regard to any Product and/or Service that transmits information to Elavon's proprietary front-end network (the "Elavon Network"), the Product and/or Service must be certified by Elavon before Agent may provide the Product and/or Service to any Merchant. Any such Product and/or Service that is modified by Agent must be re -certified by Elavon prior to distribution to any Merchant. Elavon Network Products and/or Services that Agent desires to provide to Merchants and that have been certified and approved by Elavon are identified under the heading `Elavon Network Products and/or Services" on Exhibit 1 to the Agreement. In the event Agent desires to add a product and/or service that transmits information to the Elavon Network to Exhibit 1, Agent will notify Elavon and obtain certification and approval from Elavon for such product and/or service prior to distribution to any Merchant. Transactions submitted to the Elavon Network must be transmitted, either by the Merchant or Agent, in a format that the Elavon Network will accept. (c) In the event that Agent provides Products and/or Services to a Merchant that processes transactions through a non-Elavon front-end network (a "Foreign Network"), Agent shall identify such Products and/or Services on Exhibit I to the Agreement under the heading "Foreign Network Products and/or Services". Agent may provide to a Merchant only a Product and/or Service that has been certified by the Foreign Network and that has been identified in Exhibit 1. Any such Product and/or Service that is modified by Agent must be re -certified by the Foreign Network prior to distribution to any Merchant. In the event Agent desires provide a product and/or service for use by a Merchant that transmits information to a Foreign Network, Agent will notify the Foreign Network and will obtain certification from the Foreign Network for such product and/or service prior to distribution to any Merchant. Upon certification, Agent shall provide written notice to Elavon listing name and function of the certified product and/or service as well as the name of the certifying Foreign Network. Transactions submitted to a Foreign Network must be submitted in a form the Foreign Network will accept. (d) Products and/or Services that Agent desires to provide to Merchants that do not transmit information to the Elavon Network or to a Foreign Network are identified on Exhibit 1 to the Agreement under the heading "Other Products and/or Services". Agent will not provide any Product and/or Service to any Merchant that is not identified on Exhibit 1 to the Agreement. (e) Agent shall ensure that its Elavon Network and/or Foreign Network Products and/or Services transmit the required transaction data in an acceptable format to the Elavon Network or the applicable Foreign Network to allow a Merchant's transactions to qualify for the most favorable interchange category for the Merchant. As between Agent, Elavon and Member, Agent shall be solely responsible to Merchant for the costs of any transactions that downgrade to a less than optimal interchange category as a result of the Merchant's use of Agent's Products and/or Services. Elavon Third Party Agent Agreement Schedule A FINAL (v, 3 13) (f) Agent shall not license or permit third or threatening the claim or charging parties to use software or hardware or threatening the fee, fine, penalty provided by Agent to act as a payment or assessment, the date the same gateway to Elavon or any Foreign occurred or is to occur, and the Network without the express written nature of the claim, or amount of permission of Elavon. In the event that fee, fine, penalty or assessment and Agent has previously permitted such the basis therefor. use of its software or hardware, Agent (iii) Agent shall be responsible for and will return with this Agreement a list of shall pay any fee, fine, penalty or the third parties to whom Agent has assessment imposed by any provided its software or hardware for Payment Network on Elavon, such purpose. Member, any Merchant or Agent as (g) Agent shall not subcontract, sublicense, a result of any act or omission of assign, license, franchise or otherwise Agent in violation of any transfer to any third party any of its applicable Payment Network rule rights or obligations under this or regulation. Agreement or in connection with any (i) Agent shall, at all times during the teen Products and/or Services without of the Agreement, protect the Elavon's prior written consent. confidentiality of cardholder, card and (h) Agent shall, in relation to the Products card transaction information of and/or Services provided to a Merchant Merchants in accordance with all and any activities performed by Agent applicable local, state and federal laws on behalf of a Merchant, comply with and regulations and, further, in all federal, state and local laws and accordance with all rules and regulations and all rules and regulations regulations of the applicable Payment of all applicable Payment Networks as Networks. Agent shall immediately amended from time to time. notify Elavon of any cardholder, card or (i) Agent shall notify Elavon as soon card transaction information as possible in the event a claim compromise of which it becomes aware relating to the subject matter of this where the compromise may be Agreement or any other agreement attributable to or affect the Products between Agent and Elavon or and/or Services, whether such Member is either threatened or compromise occurred at: (i) the Agent; filed against Agent by any (ii) a Merchant; or (iii) a third party. governmental authority having (j) Agent agrees to establish and maintain a jurisdiction over Agent, The notice commercially reasonable disaster shall identify the governmental recovery and business continuity plan. authority bringing the claim, the Agent will, upon request, provide date such claim was filed or is Elavon and Member with a copy of intended to be filed, and the nature those parts of its current disaster of the claim. recovery and business continuity plan (ii) Agent shall notify Elavon as soon that are material to its business claim as possible in the event a claim is operations within the purview of this either threatened filed a Agreement, Agent agrees to test the operation of such plan on a periodic Payment Network against Agent or ensure its effectiveness in basis to en any Merchant to which Agent providing disaster recovery capability to provides Products and/or Services, Agent, and Agent agrees provide or in the event that a fee, fine, Elavon and Member with a a copy of penalty or assessment is charged or such test results upon request. threatened by a Payment Network t against Agent or any Merchant in (k) Agent will notify Elavon promptly in regard to any Products and/or the event that Agent undergoes a Services. The notice shall identify transfer of ownership or a change of which Payment Network is making Elavon Thad Party Agent Agreement Schedule A FINAL (v 3.13) control (including a change in Agent's from the occurrence of either such principals). event. (1) Agent will maintain, throughout the (iv) All the insurance policies required term of the Agreement, adequate to be obtained pursuant to this insurance coverage to protect Elavon Agreement will be held with and Member from any losses or claims companies licensed to do business which may arise out of Agent's in the state where Agent carries on obligations under the Agreement, its business and rated no less than including during any renewal periods Standard and Poor's AAAa to and transition periods. Such insurance Claims Paying Ability or BBq to will include the coverages and amounts Qualified Solvency Rating as to identified on Exhibit 2 to this financial rating and no less than A - Agreement. as to Policy Holder's Rating in the (i) Agent shall require all of its current edition of Best's Insurance subcontractors engaged in Guide (or with an association of performance related any Product companies each of the members of and/or Service to carry insurance which are so rated). The foregoing coverage and limits of at least the requirements as to the types and levels to which Agent is required to limits of insurance coverage to be maintain herein, maintained by Agent and any approval or waiver of said (ii) Agent shall give Elavon thirty (30) insurance by Elavon is not intended days' prior written notice of to and will not in any manner limit cancellation, non -renewal, or or qualify the liabilities and material change in coverage, scope obligations otherwise assumed by or amount of any insurance policy. Agent pursuant to this Agreement, Should Agent fail to keep in effect including Agent's obligations of at all times the insurance coverage indemnification. Such insurance required under this Section, Elavon will be primary and and Member may, at their option in noncontributory to any insurance or addition to and cumulative with self-insurance maintained by any other remedies available at law, Elavon or Member. Agent shall equity, or under the Agreement, deliver certificates of insurance and procure sufficient insurance additional insured endorsements for coverage or a similar instrument, the applicable policies to Elavon at and Agent agrees to reimburse execution of this Agreement and no Elavon and Member for any and all less than annually or upon Elavon's costs incurred as a result. request thereafter. The certificates (iii) To the extent that any insurance of insurance shall evidence the coverage types, amounts described coverage required under this in this Agreement, shall set forth Section is purchased on a "claims- the amount of all deductibles, and made" basis, such insurance shall will endorsed: (A) ithe name cover all prior acts of Agent during of Elavon, its officers, s agents, and the term of this Agreement, and employees as additional insured such insurance shall be (only for General Liability policy); continuously maintained until at to provide that each of the least three (3) years beyond the pot primary insurance with policies expiration or termination hereof, or respect o any other insurance or Agent shall purchase "tail" r self-insurance available Elavon coverage, effective upon Member as to any claim for claim termination of any such policy or which coverage is afforded under w such termination or expiration of the policy; and (C) to provide that this Agreement, to provide the policy shall apply separately to coverage for at least three (3) years each insured against whom a claim Elayon Third Party Agent Agreement Scheduie A FINAL (v 3 13) is made or suit is brought (only for (e) Agent has and shall maintain all Commercial General Liability), registrations and certifications required 2. AGENT'S REPRESENTATIONS AND by the Payment Networks to permit Agent to provide the Products and/or WARRANTIES Services, and shall provide Elavon and Agent represents and warrants to Elavon at any Payment Network with all the time of execution and throughout the information requested by Elavon or the term of this Agreement the following: Payment Network. Agent shall pay all charges and fees associated with (a) Agent is a validly existing entity obtaining and retaining such organized and licensed to do business in registrations, including any charges or ail jurisdictions in which it provides a fees payable toElavon as set forth at Products and/or Services to Merchants; et Exhibit 2 hereto as such charges and (b) All information (financial and fees may be amended by Elavon upon otherwise) provided by Agent to Elavon notice to Agent; or Member concerning Agent's (D Agent has received, understands and business, employees, officers, directors, agrees to comply with all applicable shareholders is true and complete and rules and requirements of the Payment properly reflects the business, financial Networks, as amended from time to condition and ownership of Agent in all time, including the rules and material respects; requirements applicable to third parties. (c) Agent and the person signing this In the event of any inconsistency Agreement on Agent's behalf have the between this Agreement and such rules power to execute and perform the pertaining to the subject matter hereof, Agreement and, further, the signing and the rules shall control; performing in accordance with the (g) Agent shall maintain no less than Agreement will not violate any law, or industry -standard secure facilities and conflict with any other agreement to has taken appropriate steps to safeguard which Agent is subject; all Confidential Information in (d) Agent is in full compliance with the whatever form received; requirements of the Payment Card (h) Agent will not represent that Industry Data Security Standard and the registration of Agent with any Payment Payment Application Data Security Network constitutes that Payment Standard ("PCI"), the Customer Network's endorsement of Agent or its Information Security Program ("CISP") Products and/or Services. Agent will of Visa, the Site Data Protection not take any action that could interfere Program ("SDP") of MasterCard, and with or prevent the right of any any similar requirements of other Payment Network to enforce its rights Payment Networks as applicable, and under applicable law or any applicable any modifications to such programs that rule or regulation of the Payment may occur from time to time Network and (collectively the "Data Security Program"). Agent shall maintain (i) Agent will notify Elavon in the event compliance with each applicable Data that any of these representations and Security Program and, at the request of warranties becomes false or misleading Elavon, shall supply Elavon with during the term of this Agreement. documentation reasonably satisfactory 3. ELAVON AND MEMBER to Elavon verifying such compliance. OBLIGATIONS Agent will promptly notify Elavon and Member in writing if Agent has reason Elavon and Member hereby provide Agent to believe that cardholder, card or card with a nonexclusive, nontransferable and transaction information has been or may royalty free limited license to access and have been accessed by an unauthorized use, during the Term of this Agreement, person; those certain specifications related to the Elavon Network necessary to allow Elavon Third Party Agent Agreement Schedule A FINAL (v 3 13 ) Merchant or Agent to transmit the Merchant's transactions to the Elavon Network in an acceptable format. The grant of such license shall be subject to Agent's continual compliance with the terms and conditions of this Agreement. 4. ELAVON AND MEMBER REPRESENTATIONS AND WARRANTIES Elavon and Member represent and warrant to Agent at the time of execution and throughout the term of this Agreement the following: (a) Elavon and Member are validly existing entities organized and licensed in their own right or through their affiliates and agents to do business in all jurisdictions in which they operate; and (b) Elavon and Member, and each person signing this Agreement on Elavon's or Member's behalf, have the power to execute and perform the Agreement and, further, the signing and performing in accordance with the Agreement will not violate any law, or conflict with any other agreement to which Elavon or Member is subject. THIRD PARTY AGENT AGREEMENT — EXHIBIT I AGENT PRODUCTS AND/OR SERVICES Elavon Network Products and/or Services Payment Processinq Application 2. 3. 4. 5. PoreiEn Network Products and/or Services 1. 2. 3. 4. 5. Other Products and/or Services 1. 2. 3. 4. 5. Elavon Third Party Agent Agreement Exhibit 2 FINAL (v. 5.14) THIRD PARTY AGENT AGREEMENT —EXHIBIT 2 Fees: TPA fees apply per this Schedule: Registration/ Renewal: Visa U.S. TPS $1000.00 TPS $1000.00 Merchant Servicer $0.00 MS $0.00 ESO $1000.00 ESO $1000.00 Visa Canada TPS $1000.00 TPS $1000.00 MS $0.00 MS $0.00 ESO $1000.00 ESO $1000.00 MasterCard U.S. $5000.00 First Member $5000.00 First Member Registration Registration $500.00 Subsequent Member $500.00 Subsequent Member Registration Registration MasterCard Canada $5000.00FirstMember $5000.00First Member Registration Registration $500.00 Subsequent Member $500.00 Subsequent Member Registration Registration Required Insurance Coverage: 1. Commercial general liability and property damage insurance with combined bodily injury and property damage limits of at least One Million Dollars ($1,000,000) combined single limit for bodily injury, death, property damage, including personal injury, contractual liability, independent contractors, broad -form property damage, and products and completed operations coverage, naming Elavon as an additional insured; 2. Network Risk/Privacy Liability Insurance covering liability for loss or damage due to network risks including but not limited to data breaches, unauthorized access or use of any data or systems, wrongful disclosure, failure to safeguard such data or systems, identity theft, invasion of privacy, damage/loss/theft of data, and any other unauthorized access or use (including. breach of privacy,. virus transmission, or denial of service). Coverage shall include expenses such as notification costs, restoration of data and regulatory costs. Coverage shall be maintained with a minimum limit per event of Five Million United States Dollars (US$5,000,000) and in the annual aggregate. The retroactive coverage date shall be no later than the Effective Date. Such insurance shall be maintained in force at all times during the term of the agreement and for a period of three (3) years thereafter for services completed during the term of the agreement. Elavon shall be given at least 30 days' notice of the cancellation or expiration of the aforementioned insurance for any reason. 3. Errors and Omissions Insurance or comparable coverage of, at the least, claims based and damages arising out of or relating to Agent's employees' negligence, omissions,. errors, or similar malfeasance of Agent's personnel. Required coverage shall be commensurate with the volume of transactions (calculated by dollar value) sent by Agent to Elavon for processing in accordance with the table set forth below: Annual (Monthly) Volume Minimum E&O Insurance coverage Requirements Tier I <$50M (<$4.167M) $1,000,000 Tier <$125M (<$10.417M) $2,000,000 Tier 3 <$250M (<$20.833M) $3,000,000 Tier >$250M (>$20.833M) $5,000,000 .tv �i�z�..:� ttk� (,'�,x,� a"ft �� I'yI a� RF,��rr��y�j� �t 1 ► Lloyd's • • This fusuranee is effected with certain Underwriters at Lloyd's, London. This Certificate is issued in accordance with the limited authorization granted to the Correspondent by certain Underwriters at Lloyd's, London whose syndicate numbers and the proportions underwritten by them can be ascertained from the office of the said Correspondent (such Underwriters being hereinafter called "Underwriters") and in consideration of the premium specified herein, Underwriters hereby bind themselves severally and not jointly, each for his own part and not one for another, their Executors and Administrators. The Assured is requested to read this Certificate, and if it is not correct, return it immediately to the Correspondent for appropriate alteration. All inquiries regarding this Certificate should be addressed to the following Correspondent: ASCEN or UNDERWRITING London Underwriting Centre, 3 Minster Court, Mincing Lane, London, EC3R 7DD SLC-3 (USA) NMA 2868 (2410er2000 Friar approved by Lloyd's Underwriters' Non -Marine Association Limited ASCENTTM U Id 7 ERWRITING This Insurance is effected with Certain Underwriters at Lloyd's CERTIFICATE NO. ASD15DO01910 London underBindingAuthority UMR: B1150SOLO83150i DECLARATIONS NAMED INSURED CounlyofOaklandaMichiganMunicipal &ConstitutionalCorporalion ADDRISS 2100 Pontiac Lake Road, Waterford, MI48328-0471 2 POLICYPERIOD FROM: September 1, 2015 TO: September 1. 2016 (both days at12,01a.m. Local Standard Time at the address shown in Item '1) 3 POLICYLIMITS OFLIABILITY AND COVERAGES PURCHASED You have purchased some or allot the following Insuring Modules. Only those Insuring Module(s) thatspecify a Limit of Liabilitybelow have been Purchased.lfanlnsuring Module has notbeen purchased that portion of thispol icy is not applicable. 3(A) LIMIT OFI_IABILITY (1) INSURING MODULEI: SECURITYAND PRIVACY LIABILITY USO 5,000,000Each claim and USO 5,000,000in the aggregate including claims expenses (2) INSURING MODULE 2. MULTIMEDIA AND INTELLECTUAL PROPERTY LIABILITY U SO 5,000,000Each claim and USO 5,000,OOOinthe aggregate including claims expenses (3) INSURING MODULE 3: TECHNOLOGY SERVICES USO NIA Each claim and USO N/A in the aggregate including rlaims expenses (4) INSURING MODULE4:MISCELLANEOUSPROFESSIONAL SERVICES USO NIA Each claim and USO NIAin the aggregate including claims expenses (5) INSURING MODULE 5:NETWORK INTIRRUPTION AND RECOVERY USO5,000,000Each claim and US05,000,000mthe aggregate (6) INSURINGMODULE6 EVENT SUPPORT EXPENSES USO5,000,000Eachclaim and USO 5,000,009inthe aggregate (7) INSURING MODULE T. PRIVACY REGULATORY DEFENSE AND PENALTIES USO 5,000,000 Each claim and in USO 5,000000the aggregate including claims expenses (8) INSURING MODULES: NETWORK EXTORTION USO 5,000,000 Each claim and USO 5,000,000in the aggregate (y) INSURINGMODULE9i ELECTRONIC THET, COMPUTER FRAUD ANDTELEG9MMUICATIONSRAUD USO 1,000,OOOEach claim andinthe aggregate (10) INSURING MODULE 10. REPUTATIONAL DAMAGE USO5,ODO,ODOEaeh claim slid inthe aggregate 3(8) TOTAL LIMIT OF LIABILITY UNDER THE POLICY USO 5,000,000is the Total Limit of Liability under the policy ASCENT"M V II C ERWRITING Ltla 41112Lr1G\INlOY11.11 & •- ' W2 I 3 (C) Notwilhstano ng the aggregate Llrnrt aILlabillry under each Insuring Module assotforth in item 3(A) above, all payments made under the policy, regardless ofllie numberof Insuring Mod ules that apply wit I reduce the total Limit of Liability as set fort h in item 3(B) above. In no event will Underwriters pay me re than the total LimitofLiability as set forth in item 3(B) above.. 4 DEDUCTIBLE and WAITINGPERIOD (1) INSURING MODULE I: SECURITY AND PRIVACY LIABILITY USD 100,000 Each andevety clalmincluding claims expenses (2) INSU RING MODULE2 MULTIMEDIAAND I NTELLECTUAL PROPERTY LIABILITY USD 100A00Each and every claim including claims expenses (3) INSURING MODULES. TECHNOLOGY SERVICES USD NIA Each and every claim including claims expenses (4) INSURING MODULE 4:MISCELLANEOUS PROFESSIONAL SERVICES USD NIA Each and every claim including claims expenses (5) INSURING MODULE 5: NETWORK INTERRUPTION AND RECOVERY Network Expenditure USD 100,000 Each claim Loss of Business Income Coverage 8hours waiting period (6) INSURING MODULE 5: EVENT SUPPORT EXPENSES USD 100,000Eachclaim and in the aggregate (7) INSURING MODULE 7: PRIVACY REGULATORY DEFENSE AND PENALTIES USD 100,000Earh and every claim Including claims expenses (8) INSURING MODULES: NETWORK EXTORTION USD 100,000Eachandevery claim (9) I NSU RING MODULE 9: ELECTRONI C THEFT, COMPUTER FRAUD ANDTELECOMMU NICATIONS FRAUD USD 100,000Each and every claim (10) INSURING MODULE 10: REPUTATIONAL DAMAGE USD 100000Eachand every claim $87,525.00 Premium $2,188.13 S L Tax 5 RETROACTIVE DATE September 1, 2015 $59.00 Policy Fee $500.00 Supplier Fee 6 GROSS PREMIUM USD 87,525.00 POLICY FEE USD 500.OD Total: $90,272.13 TOTAL PAYABLE USD 88,025,00 7 NOTICE OF CLAIM: Richard Kissel Esq, Kissel I Busch & WilmerLLP. 580 Win to Plains Road, Tsuyimn, NY 10591 and in respect of Privacy Breaches and/or Cyber Extortion Events: IDT911, Breach Hotline:1-800-493-0943 8 SERVICE OF SUM Sedgwlck, Detert, Moran & Arnold, 3 Park Plaza, 17th Floor, Irvine, CA 92B14-854 9 CHOICEOFLAW: New Yen< 10 TERRITORY Worldwide ASCENT"' Nfaa1l71ff1\1,9W.1 IkMd ROM I kJ0120AAR 11 LUM-1 - IN U II 0 ERWRITING 11 MISCELLANEOUS NotApplicable, PROFESSIONAL SERVICES FOR WHICH COVERAGE HAS BEEN PURCHASED FORMS AND ENDORSEMENTS Ascent Cybei Pro US v2.2 ATTACHEDHERETO NIVIA 1250Nuclear Incident Lxclusion (IJSA) NMA 1477 Rodiooctive Contaminallon Clause (USA) LSW900'1 Several Liability Nolice dnsurzinre) I SW585 Premium Payment Warranty 4G Days Payment Carol Industry Fines or Panallles Lndarsement Post -Binding SubjeCtily COM1111nn EIVIDIS meat SECURTV this contract of insurance has been efrected 100%by certain tlndcrwrlers at Lloydeol' London as follows Syndicate AML 2001 al Lloyds 38.0953'% Syndicate ARK 4020 at Lloyd's 19.0476'Z, Syndicate PLNI 4000 at Lloyd's 142857 Syndicate FOY 435 at Lloyd's 14 2057 G, Consortium ANV9209"atIloyd's 9,5238% S'yndlcalo PJAV 1221 at Joyd's 4,76MIX. uuderwritln(i on behalf aft Joyd's Syndicates ANV 1861(75%) andANV 5820 (25'%) DATEDINLONDON September 9.?0IC, Authorised representative of Ascent Underwriling LLP IDT9'1 RISK MANAGEMENT SERVCES Please visilwww. ascentunderwritina.brcnchracnr yp cem. and refer to the bah of thiscertificate fordetailsof howto activate and access 1 911 IskManagement Services NO FLAT CANCELLATION This insurance has been placed with an insurer that is not licensed by the State of Michigan, in case of insolvency, payment of claims may not be guaranteed. ***This Stamp is Red CERTIFICATE PROVISIONS 1. Signature Required. This Certificate shall not be valid unless signed by the Corespondent on the attached Declaration Page. 2. Correspondent Not Insurer. The Correspondent is not an Insurer hereunder and neither is nor shall be fable for any loss or claim whatsoever The Insurers hereunder are those Underwriters at Lloyd's, London whose syndicate numbers can be ascertained as hereinbefore set forth As used in this Certificate "Underwriters" shall be deemed to include incorporated as well as unincorporated persons or entities that are Underwriters at Lloyd's London, 3. Cancellation. If this Certificate provides for cancellation and this Certificate is cancelled after the inception dale, earned premium must be paid for the it me the insurance has been in force, J. Service at Suit. It is agreed that in the event of the fadure of Underwriters to pay any amount claimed to be due hereunder, Underwriters, at the request of the Assured, vVdl submit to the jurisdiction of a Court of competent jurisdiction \VLthm the United States. Nothing in this Clause constitutes or should be understood to constitute a waiver of Underwriters rights to commence an action in any Court of competent jurisdiction in the United Slates, to remove an action to a United States District Court, or to seek a transfer of a case to another Court as permitted by the laws of the United States or of any State in the United States, It is further agreed that service of process in such suit may be made upon the firm or person named in item I I of the attached Declaration Page, and that in any suit instituted against any one of them upon this contract, Underwrters vVilI ahide by the final decision of such Court or of any Appellate Court in the event of an appeal, 'The above -named are authorized and directed to accept service of process on behalf of Underwriters in any such suit and/or upon request of the Assured to give a written undertaking to the Assured that they vVill enter a general appearance upon Underwriters' behalf in the event such a suit shall be instituted Further, pursuant to any statute of any state, tern tory or district of the Martel States which makes provision therefor, Underwriters hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as their true and lawful attorney upon whom may be served any lawful process in any, action, suit or proceeding instituted by or on behalf of the Assured or any beneficiary hereunder arising out of this contract of insurance, and hereby designate the above -mentioned as the person to whom the said othcer is authorized to mad such process or a true copy thereof 5. Assignment This Certificate shall not be assigned either in whole or in part \VLthout the written consent of the Correspondent endorsed hereon 6. Attached Conditions Incorporated. Tins Certificate is made and accepted subject to all the provisions, conditions mid warranties set forth herein, attached or endorsed, all of which are to be considered as incorporated herein Important Notice to the Insured This Certificate is a legal contract. Please read it carefully to ensure that it is In accordance with your requi rem entsand that you understand its terms and conditions. The insurance broker or agent or other intermediary who arranged this Insurance should be contacted immediately if any correction is necessary. Regulatory Status This insurance is underwritten by Ascent Underwriting of Suite 2/5, London Underwriting Centre, 3 Minster Court, Mincing Lane, London, EC3R 70D on behalf of Underwriters at Lloyd's, London. Ascent Underwriting is authorised and regulated by the Financial ConductAuthority (FCA). Ascent Underwriting's FCA Registration Number is 605637. These details maybe checked on the Financial ConductAuthority Reg lsterwebsite at j7jtp Am/ fro nm ik/firma/cvafr+ms-reoortine/moisteror by contacting the Financial Conduct Authority on Tel: 0800Ill 6768(or from outside the United Kingdom on Tel:+44207066 1000). Complaints Procedure It is always our intention to provide a first class standard of service. However, if you have any cause for complaint or you wish to make any inquiry regarding this Insurance you should, in the first instance, contact the Insurance Broker or Agent or other Intermediary who arranged this Insurance for you. You can also contact us directly at complaints@ascentundemriting.com or write to us at: Ascent Underwriting Suite 2/5 London Underwriting Centre 3 Mincing Lane London EC3R 70D United Kingdom If you are not satisfied with the way a complaint has been dealt with youmay ask Lloyd's to review your case without prejudice to your rights at law. The address is: ComplaintsTeam Lloyd's One Lime Street London EC3M 7HA United Kingdom Email: rmmnlaintarrbllnvda rnm Telephone: +44 (0) 20 7327 5693 Fax: +44 (0) 20 7327 5225 NUCLEAR INCIDENT EXCLUSION CLAUSE -LIABILITY -DIRECT (BROAD) (U.S.A.) For attachment to insurances of the following classifications in the U.S.A., its Territories and Possessions, Puerto Rico and the Canal Zone owners, Landlords and Tenants Liability, Contractual Liability, Elevator Liability, owners or Contractors (Including railroad) Protective Liability, Manufacturers and Contractors Liability, Product Liability, Professional and Malpractice Liability, Storekeepers Liability, Garage Liability, Automobile Liability (including Massachusetts Motor Vehicle or Garage Liability). not being insurances of the classifications to which the Nuclear Incident Exclusion Clause -Liability -Direct (Limited) applies. This Policy* does not apply: Under any Liability Coverage, to injury, sickness, disease, death or destruction. (a) with respect to which an insured under the Policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the insured is, or had this Policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United states of America, or any agency thereof, with any person or organization. Under any Medical Payments Coverage, or under any Supplementary Payments Provision relating to immediate medical or surgical relief, to expenses incurred with respect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. III. Under any Liability Coverage, to injury, sickness, disease, death or destruction resulting from the hazardous properties of nuclear material, if: (a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an Insured or (2) has been discharged or dispersed therefrom; (b) the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured, or (c) the injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (c) applies only to injury to or destruction of property at such nuclear facility. IV. As used inthis endorsement: "hazardous properties" include radioactive, toxic or explosive properties; "nuclear material" means source material, special nuclear material or by-product material; "source material", "special nuclear material", and "by- product material' have the meanings given them in the Atomic Energy Act 1954 or in any law amendatory thereof; "spent fuel' means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; 'Waste" means any waste material (1) containing by-product material and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or (b) thereof; "nuclear facility" means. (a) any nuclear reactor, (b) any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste, (c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal ofwaste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. With respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of radioactive contamination of property. It is understood and agreed that, except as specifically provided in the foregoing to the contrary, this clause is subject to the terms, exclusions, conditions and limitations of the Policy to which it is attached. NOTE As respects policies which afford liability coverages and other forms of coverage in addition, the words underlined should be amended to designate the liability coverage to which this clause is to apply. 17/3/60 NMA1266 RADIOACTIVE CONTAMINATION EXCLUSION CLAUSE -LIABILITY -DIRECT (U.S.A.) For attachment (in addition to the appropriate Nuclear Incident Exclusion Clause -Liability -Direct) to liability insurances affording worldwide coverage. In relation to liability arising outside the U.S.A., its Territories or Possessions, Puerto Rico or the Canal Zone, this Policy does not cover any liability of whatsoever nature directly or indirectly caused by or contributed to by or arising from ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel. 13/2/64 NMA1477 SEVERAL LIABILITY NOTICE LSW 1001 (INSURANCE) The subscribing insurers' obligations under contracts of insurance to which they subscribe are several and not joint and are limited solely to the extent of their individual subscriptions. The subscribing insurers are not responsible for the subscription of any co -subscribing insurer who for any reason does not satisfy all or part of its obligations. PREMIUM PAYMENT WARRANTY IT IS WARRANTED that all Premiums due to the Underwriters under this Policy are paid within 45 days from Inception Non -receipt by Underwriters of such premiums by Midnight on the Premium Due date shall render this Insurance Policy void with effect from Inception. LSW585(11/93) SMALL ADDITIONAL OR RETURN PREMIUMS CLAUSE (U.S.A.) NOTWITHSTANDING anything to the contrary contained herein and in consideration of the premium for which this Insurance is written, it Is understood and agreed that whenever an additional or return premium of $2 or less becomes due from or to the Assured on account of the adjustment of a deposit premium, or of an alteration in coverage or rate during the term or for any other reason, the collection of such premium from the Assured will be waived or the return of such premium to the Assured will not be made, as the case may be. NMA1168 NOTICE: 1. THE INSURANCE POLICY THAT YOU HAVE PURCHASED IS BEING ISSUED BY AN INSURER THAT IS NOT LICENSED BY THE STATE OF CALIFORNIA. THESE COMPANIES ARE CALLED "NONADMITTED" OR "SURPLUS LINE" INSURERS. 2. THE INSURER IS NOT SUBJECT TO THE FINANCIAL SOLVENCY REGULATION AND ENFORCEMENT THAT APPLY TO CALIFORNIA LICENSED INSURERS. 3. THE INSURER DOES NOT PARTICIPATE IN ANY OF THE INSURANCE GUARANTEE FUNDS CREATED BY CALIFORNIA LAW. THEREFORE, THESE FUNDS WILL NOT PAY YOUR CLAIMS OR PROTECT YOUR ASSETS IF THE INSURER BECOMES INSOLVENT AND IS UNABLE TO MAKE PAYMENTS AS PROMISED. 4. THE INSURER SHOULD BE LICENSED EITHER AS A FOREIGN INSURER IN ANOTHER STATE IN THE UNITED STATES OR AS A NON -UNITED STATES (ALIEN) INSURER. YOU SHOULD ASK QUESTIONS OF YOUR INSURANCE AGENT, BROKER, OR "SURPLUS LINE" BROKER OR CONTACT THE CALIFORNIA DEPARTMENT OF INSURANCE AT THE FOLLOWING TOLL -FREE TELEPHONE NUMBER 1-800-927-4357. ASK WHETHER OR NOT THE INSURER IS LICENSED AS A FOREIGN OR NON - UNITED STATES (ALIEN) INSURER AND FOR ADDITIONAL INFORMATION ABOUT THE INSURER. YOU MAY ALSO CONTACT THE NAIC'S INTERNET WEB SITE AT WWW.NAIC.ORG . 5. FOREIGN INSURERS SHOULD BE LICENSED BY A STATE IN THE UNITED STATES AND YOU MAY CONTACT THAT STATE'S DEPARTMENT OF INSURANCE TO OBTAIN MORE INFORMATION ABOUT THAT INSURER. 6. FOR NON -UNITED STATES (ALIEN) INSURERS, THE INSURER SHOULD BE LICENSED BY A COUNTRY OUTSIDE OFTHE UNITEDSTATESANDSHOULD BE ON THENAIC'S INTERNATIONAL INSURERS DEPARTMENT (I 10)LISTING OFAPPROVED NONADMITTEDNON-UNITEDSTATES INSURERS. ASK YOUR AGENT, BROKER, OR "SURPLUS LINE" BROKER TO OBTAIN MORE INFORMATION ABOUT THAT INSURER. 7. CALIFORNIA MAINTAINS A LIST OF APPROVED SURPLUS LINE INSURERS. ASK YOUR AGENT OR BROKER IF THE INSURER IS ON THAT LIST, OR VIEW THAT LIST AT THE INTERNET WEB SITE OF THE CALIFORNIA DEPARTMENT OF INSURANCE: WWW.INSURANCE.CA-GOV_. 8. IF YOU, AS THE APPLICANT, REQUIRED THAT THE INSURANCE POLICY YOU HAVE PURCHASED BE BOUND IMMEDIATELY, EITHER BECAUSE EXISTING COVERAGE WAS GOING TO LAPSE WITHIN TWO BUSINESS DAYS OR BECAUSE YOU WERE REQUIRED TO HAVE COVERAGE WITHIN TWO BUSINESS DAYS, AND YOU DID NOT RECEIVE THIS DISCLOSURE FORM AND A REQUEST FOR YOUR SIGNATURE UNTIL AFTER COVERAGE BECAME EFFECTIVE, YOU HAVE THE RIGHT TO CANCEL THIS POLICY WITHIN FIVE DAYS OF RECEIVING THIS DISCLOSURE. IF YOU CANCEL COVERAGE, THE PREMIUM WILL BE PRORATED AND ANY BROKER'S FEE CHARGED FOR THIS INSURANCE WILL BE RETURNED TO YOU 07/11 LSW1147D SPFCIFIC PRO\/ISIONS FOR ASSI IRFDS DOMICII FD IN III INOIS ONLY NOTICE TO POLICYHOLDER: THIS CONTRACT IS ISSUED, PURSUANT TO SECTION 445 OF THE ILLINOIS INSURANCE CODE, BY AN INSURER NOT AUTHORIZED AND LICENSED TO TRANSACT BUSINESS IN ILLINOIS AND AS SUCH IS NOT COVERED BY THE ILLINOIS INSURANCE GUARANTY FUND. SPECIFIC PROVISIONS FOR ASSIIRF.DS DOMICILED IN WASHINGTON ONLY It is understood and agreed that XXIII. CHOICE OF LAW is deleted and replaced with the following; The interpretation of this policy and any disputes involving this policy shall be resolved applying the law in Washington. All other terms and conditions remain unchanged. ,.�3�77_RY.9�I7CiY7.9�7�1��dlNI�tlHI���I��P�H7:i'(�7�IA, THE INSURER(S) NAMED HEREIN IS (ARE) NOT LICENSED BY THE STATE OF NEW YORK, NOT SUBJECT TO ITS SUPERVISION. AND IN THE EVENT OF THE INSOLVENCY OF THE INSURER(S), NOT PROTECTED BY THE NEW YORK STATE SECURITY FUNDS. THE POLICY MAY NOT BE SUBJECT TO ALL OF THE REGULATIONS OF THE DEPARTMENT OF FINANCIAL SERVICES PERTAINING TO POLICY FORMS. LMA9067 ASCENT TM t J IDT911 UNDERWRITING DATA BREACH SERVICES THROUGH IDT911 WehavepadneredwithlDentityTheft 911 to provide our policyholders both proactive and post -breach services to help minimize the occurrence of a data breach, and provide expertassistance if one occurs. As an educational resource, our proactive breach preparedness site canprovideyou with the toots you need to better protect your sensitive data and teach you how to respond appropriately in the event of a data breach: Notifica0oni-awsand Regulations- Keep ontop of regulatory requirements and legislation that affects how You do b.isiness. Tools and guides to help understand slate laws and federal statutes Incidence Response Plan Template - Establish procedures for handling a breach and working with Identity Thef1911 to minimize the impact and potential fallout Educational Resources - Data protection tips, breach scenarcis, articles and best practices To access the breach preparedness site: EW.ia.rontundpnerriti direachresnonsam Log minitially using the following credentials; Username Aseentunderwriting Password: Ascenlunderwrilingl You will be prompted to create your own credential.sPlease enter the policy number as shown on the certificate, and otherrequested information tocreate your own account 21MIJ-21is1WIR 6191S l4.'1MAT UM At the first sign of a breaclrplease call IDentity Theft 911 Breach Hotline: 1-800-493-0943 I Dentily Theft 91 Ts expertscan help you quickly develop a clear breach response strategy and incidentnanagemnt plan: Breach Counseling- hlelpdeterminewhether a breach has occurred and assess the severity of the incident Crisis Management - Time -saving professional service in handling a breach NotificationAssistance - Flee in preparing notification letters that comply with regulatory requirements Remediation Services- Recommendations on remediation servicesforirnpacted i ndivid uals Media RelationsConsulting- Public relations assistance to help restore your business reputation LegalSupport- Documentation of steps taken and remediation ser vices provided A �.� THIS POLICY IS A CLAIMS MADE AND REPORTED POLICY WITH DEFENSE COSTS, EXPENSES OR ANY OTHER AMOUNT COVERED BY THIS POLICY INCLUDED WITHIN THE LIMIT EXCEPT AS OTHERWISE MIGHT BE PROVIDED WITHIN ANY ATTACHED ENDORSEMENTS. THIS POLICY COVERS ONLY CLAIMS FIRST MADE AND REPORTED TO US DURING THE POLICY PERIOD AND ARISING FROM ANY WRONGFUL ACTS, FACTS, OR CIRCUMSTANCES THAT WERE FIRST COMMITTED OR OCCURRED ON OR AFTER THE RETROACTIVE DATE BUT BEFORE THE END OF THE POLICY PERIOD OR ANY EXTENDED REPORTING PERIOD, IF APPLICABLE. ALL CLAIMS ARE SUBJECT TO THE APPLICABLE LIMITS OF LIABILITY AND THE APPLICABLE DEDUCTIBLE(S) AS STATED IN THE DECLARATIONS, WHICH ARE CONSIDERED TO BE PART OF THIS POLICY. TERMS THAT APPEAR IN BOLD FACE TYPE ARE DEFINED TERMS IN THIS POLICY AND HAVE SPECIAL MEANING. PLEASE READ THIS POLICY CAREFULLY. A SCEN T" d N p ERWRITING I. WHAT WE COVER INSURING MODULES INSURING MODULE 1: (SECURITY AND PRIVACY LIABILITY) We Shall pay on your behalf damages and claims expenses that exceed your deductible as staled within item 4 of the Declarations, which you become legally obligated to pay as a result of any claimfirsl made against you and notified by you to us in writing, in accordance with Section XI of this JAiCy, during the policy period or any extended reporting period, If applicable, arising from an actual or alleged security and privacy wrongful antis) for which you are legally liable provided Thal such acl(s) occurred on or after it ie retroactive date. INSURING MODULE 2: (MULTIMEDIAAND INTELLECTUAL PROPERTY LIABILITY) We shall pay on your behalf damages and claims expenses that exceed your deductible as staled within item 4 of the Declarations, which you become legally obligated to pay as a result of any claimfirstmade against you and i iofilwd by you to us in writing, in accordance with Section XI of this policy, during the policy period or any extended reporting period, if applicable, I esulting from any actual or alleged multimedia and intellectual property wrongful act(s) arising d ut ing your multimedia activities, provided that such acits) occurred on orafter the retroactive elate. INSURING MODULE 3: (TECHNOLOGY SERVICES) We shall pay on your behalfdan ages and claims expenses thatexceed yourdeductible as staled within item,lof the Declarations, which you become legally obligated to pay as a result of any clatmfirst made against you and notified by youto us In wdtiny, In accordance with Section XI of this policy, during the policy period or any extended reporting period, if applicable, arising From an actual or alleged professional wrongful astir), provided that such acts) occurred on or after the retroactive date. INSURING MODULE 4: (MISCELLANEOUS PROFESSIONAL SERVICES) We shall pay on your behalf damages and claims expenses that exceed yourdeductible as staled within item 4 of the Declarations, whichyou become legally obligated to pay as a result of any claim first made agamslyou and notified by you to us it writing, in accordance with Section XI of this policy, during the policy period orally extended reporting period, if applicable, arising from an actual or alleged professional wrongful act(s), provided that such act(s) occurred on or after the retroactive date. INSURING MODULE 5: (NETWORK INTERRUPTION AND RECOVERY) We shall indemnify youfor network expenditure that exceed yourdeductible as stated within item 4 ofthe Declarations, and foi loss of business income afterexplration ofthe applicable waitln g period as staled with In item 4 ofthe Declaratiar,si esulfing fi oma network eventsustained byyouand notified byyouto us inwriting, In accordance with Section XI ofthispollcy, dui ing the policy period orany extended reporting period, Ifappllcable, provided that such event(s) occurred on or alter the retroactive date INSURING MODULE G: (EVENT SUPPORT EXPENSES) We shall indemnify you for event management costs., notification expenses, and support and credit monitoring expenses,. that exceed your deductible as staled within item 4 ofthe Declarations, when such costs and expenses are.InC4rfed, following a security event, privacy event social media event orbreach ofprivacy regulations and notified by you to us in writing, in accordance with Section XI of this policy, during the policy period orally extended reporting pen od, if applicable, provided that such evenl(s) of breach(es) occurred on or afterthe retroactive date INSURING MODULE 7_ (PRIVACY REGULATORY DEFENSE AND PENALTIES) We shall pay on your behalf those amounts that exceed your deductible as slated within item 4 ofthe Declarations, whichyou are legally obligated to pay, including claims expenses, as a resultof a civil regulatory action orirniestigaohri. inclucing a regulatory compensatory award civil penaly, or fines to the extent insurable by law, unposed by a federal state, a governmental regulatory body agamstyou and notified by you to us inwriting, in accordancewith Section A of this policy, during the policy period or any extended reporting period, if applicable as. a result of a privacy event, security even[, or breach of privacy regulations sustained by you, provided that such events) or breach(es) occurred on orafter the retroactive date. Ascent US v2.22015 A SCEN T" J N O ER W R I T I N G INSURING MODULE 8: (NETWORK EXTORTION) We shall indemnify you for network extortion monies that exceed your deductible as stated within item 4ofthe Declamfion,s when such monies are paid by you following a network extortion threat, to the extent insurable by lawandnotified by you to us In writhg in accordance with Section XI of this policy during the policy period or any extended reporting period, If applicable provided that such threat(s) occurred on or after the retroactive date. INSURING MODULE 9'. (ELECTRONIC THEFT, COMPUTER FRAUD AND TELECOMMUNICATIONSFRAUD) We shall indemnify you foryour monetary loss that exceeds your deductible as stated wdhih item 4 ofthe Declarations sustained from electronic theft, computer fraud ortelecommunications fraud, which occurs on your computer network and apses froin asecu rltyeventsustai ned byyouandnotlfied by youtous I n writing, in accorclance with SeclionX I ofth ispoicy,d a ring file policy period or any extended reporting period, If applicableprovlded that such events) occurred on or after the retroactive date. INSURING MODULE 10: (REPUTATIONAL DAMAGE) We shall indemnify you forreputational damage that eceedyourdeduotible as stated within item 4 ofthe Declarations ansing directly from a network event sustained by you and notified by you to us in writing, in accurcar ice with Section XI of this policy, during the policy period many extended reporting period, if applicable; movided that such network event accused on tar after the retroactive date. II. DEFENS,E3ETTLEMENTANDINVESTLOON OFCLAIMS A. With respect to Insuring Modules l,2,3,4,and 7, we shall havethe right and duty to defend any Claim by a third party against you seeking payment under the terms ofthls policy, even if any ofthe allegations of the claim are groundles, she, oriraudulen,tandsubject to the Limit ofLiabilfy, exclusions, and otherterms and conditions of thispollcy. You shallseek our consent, which shall not be Lin reasonably withheld, prior to appoln hnent of defense mussel. B. The Limit ofLiability available to pay damagesand as stated within Item 3 of the Declarations shall hereduced,andmaybe completely exhauste dy payment of claims expenses or any ether amounts covered under [he polcy. Damages, claims. expenses, and any otheramou Fits covered underthis policy shall be applied agalns Who deductible. C. We shall have the right to make any Investigation we deem necessary Including, without llmitatlon, any investigation with respect to the application and statements made in the application andwith respect to coverage D With respectto Insuring Modules 1, 2, 3, 4, and 7, if you refuse to consentto any settlement orcompromise recommended by us that is acceptable to the claimant and elect to contest the claim, eu r total liability for any damages, claims expenses, and other amounts covered under this policy shall not exceed The amount for which the claim could have been settled , less the remaining deductible, plus the claims expenses incurred up to the time of such refusa,land Fifty percent (5010) of any damages, claims expenses, or other amounts covered under this policy incurred after the date such settlement of compromise was recommended to you The remaining fifty percent (60'%) of suchdamages, claims expenses, orotheramounts covered underthis policy are to be. borneby you atyour own risk and uninsured under this policy or the unexhausted proportion ofthe applicable Limitof li ability, whichever is less II is further provided that we shall not be obligated to pay any damages, claims expense5or any other amounts covered finder this polby, or to undertake or continue defense of any suit or proceeding after the applicable Limit ofLiability has been exhausledby payment of damages, claims expenses, or other amounts covered tinder this policy and that upon such payment, weshallhave therighttowithdralfl fromthefurtherdefense thereofhy tendering control of said defense to you. Ascent US v2.22015 ASCEN T" U -N U ER W R IT IN C— kt``ty=1 07 a" ill:4 U YOA uej ANf■ Pb'7d\ III, LIMIT OF LIABILITY A. This Limit otLiabilityset forth in item 3(A) of the Declarations shall be the limit of our liabilityforLach claim and in tire aggregate arising under each insuring Module, Including claims expenses, where applicable 8 The Limits of Liability set forth in item 3(8) of the Declaralions sh all be our total Limit of Liability under th is policy regardless ofthe numberof Insuring Modules thatapply, incl ucl ing claims expenses where ap plicable. C. Notwithstandingthe aggregate Limit of Liability under each Insuring Module as setforthin item 3(A) oldie Declarations, all payments matte under this policy, regardless oft he number of Insuring Modules that app,A; will reduce the total Limit ofLiabililysettorthinitem3(8)ofthe Declarations, In noeventwill we pay more than the total Limit ofLiabliity asset forth initenn 3(8) ofthe Declarations. D. All claims arising out of the same relatedor eonlinLt 1ng acts facts or elrarmsenceswithout regard to the number of insureds, claims: orclaimants shall be considered a single claim and only one Limit of Liabuity, asset forth in item 3(A) ofthe Declarations, will apply. Allsuch claims shall bedeemed to have been made atthelime ofthe first such c laim. E. It) the event that a claim is notified byyou, In accomancewnth Section kl of this policy, and attaches to more than one Insuring Moduleonly tine Limit of Uability asset forth In item 3(A) of the Declarations shall apply. In such event, at most, only the highest of the applicable Limits of Liability shall apply to such claim. We have the sale discretion to alloca m claims paid, if arty, against the appropriate applicable Limit of Liability, lNith regard to such claim, in noevent shall the unroll nt paid by us tinder any Insuring Module be greater than the Limit of Llablilty set forth in item 3(A) ofthe Declarations. F. hhe Limits ofLiabllityfor the extended reporting period, if applicable shall be part of and not in addition to the Limit of LI ability for the policy period. IV. DEDUCTIBLE A. The deductible amount set forth in item 4 of the Declarations shall apply to each and every claim. The deductible shall be satisfied by your payment ofamounis covered underthe poldy. If a claim attaches to more than ones nsuring Moduleonly the highest decdcllbleapplies 8 Your payment ofthe applicable deductible is a condition precedent to the paymenlby us of any amounts covered under this policy andwe shall only be liable forlhe amount in excess oflleductible, not to exceed ourtetal Limit ofLlabilily, as staleclinitem3ofthpDeclarations. You shall make direct payments withinthedeductlble totheoppropriate parties. C. All claims arising out of the samprelatedorrontinumg acts facts or circumslanceswilhout regard to the number of insureds, clainns, or claimants shall be considered a single claim and only one deductible shall apply. All such claims shall be deerned to have been made at the time ofthe first such clainn. D. Wewillnotindemnifyyouin respect of loss of business income meurred during the lime of the waiting period listed In item 4of the Declarations- V. TERRITORIAL LIMITS This policy applies to any wrongft.'I t acts, insured event.shreaches or threats detailed under the relevant Insuring Modules committed,. alleged to have been committed or occurring anywhere in the world unless otherwise slated in item 10 of the Declarations, Ascent US v2.2 2015 A SCEN T'M d N b ER.WRITING u INSURED The insured means. A. The legal entity(s) shown initem l ofthe Declarations; B. Anysubsidiaryofthelegal enlity(s)shownlndem1oftheDeclarations, butonlyVllithrespecitowrongfilacis,Insured events, breachesor threats as detailed under the relevant Insuring Module that occur while it is a subsidiary and otherwise covered bythispolicy; C. Anypast,present, Whine officer ,direclo,rtrustee, or employee ofany party described nVI(A) or(B) above, but only while acting withinthescope oftheir duties as such) D. Inthe event thatany party described in VI (A) or (B) above is a partnership limited liability partnershipor tantedliabilily compan,ythenany general ormanaging partner, principal, stockholder, crownerthereo,tbutonly while acting within the scope of their duties as such; F_. Any agent or independent contactof including dislributot9icensees and sub4icensee$ but any while acting on behalf of, at the direction of or under the control ofany party described r VI (A) or(B)above; and F. Any entity required by contraetto be named an insured underthispolicy andlowhomwe consent inwriting, butonly for the acts ofany such entity as provided by the contract, and as detailed under the relevantlnsuring Module. N DEFIIItrIONS A Application means all application forms, including any attachments thereat, and all other information and materials submitted to us by you or on your behalf in connection with the undridil Ing of this policy All such applar ions attachments, information, and materials are deemed attached to arid incorporated into this policy. B, Bodily injury means physical injury, sickness disease death mental angreh, mental Injury, shock, humiliation a emotional distress sustained by any person C. Breach ofcontractmeans breach ofawritten conk act(s) with a clien Ito perform technology services because of Thetechnology services being negligently performed orcontaining a material defect, 2, The technology services falling to meet any statutory term concerning gualitysafety, of fitness for a particula express prupose or failing to meet an implied duty to exercisethat degree of care or skill consistent with applicable industry standard,scr 3. Breachofany hold harmless orindemnity provision regarding infnngementofintellectual property rights breach of security, or the confidentiality of information. Claim means 1. Awritten demand fornonelarydamages ornon-monetarymlief, a request fore tolling agieement,the service of a civil sui,torinstitution ofarhitration proceedings received byyou seeking monetary damages orthe threat or initiation of a suit and/or proceeding seeking a temporary restraining order m a preliminary or permanent 1 nlunction. 2. A formal civil administrative proceeding or regulatory action m investigation to the extent covered by Insuring Module 7,. 3. Anetwork event; 4. Notification to us of the need to incur event management costs, notification expensesorsupportand credit monitoring expenses; or 51 A network extortion threat; 6. Notification to us thatelectronic theft, computerfraudand/ortelecom onunications fraudhas occurred. Ascent US v2.22015 A SCEN Try U N D. ERWRITING N_bYtla�7l�f l=fa.L:l:1el'1�l�ltl ■l�6`le\- E. Claims expenses means 1. Reasonable and necessary legal costs and expenses Incurred with, our consent and charged by an attomey(s) approved by us to defend aclaim; 2. All other reasonable and necessary fees,costs, and experisesresulting from the Investigation, adjustment defense, and appeal of aclaim Ifincurred by us, or by you With ourwrllten ccnsentir i. With respect to Insuring Modules I and 7, your reasonable and necessary legal costs and expensesincurred with our consent in the defense of any civil administrative proceeding or regulatory action as a result of a privacy event security event, or breach of privacy regulations by you or on your behalf by someone for whom you are legally responsible Claims expenses does notinclude any salary, overheador other charges incurred by you for any ilmaspent in cooperating fi thedefenseandinvestigationofanyclaimorcrrcutnslancewhichmightleadtoeclaimnotifiedunderthispolicy Computer fraud means an intentionatinauthori2ed orfraudulent entry ofdataindUcling when such entry is mado via the internetoranother computernetwork by any person or persons including an employee that results 61 any or all of the following; 1. Yourmoney, yoursecurldes oryour otherasset being transferred, disbumedpaid, delivered, altered, corru pled or lost. a. Money, securities or other asset of your customers ordients being disbursed, paid, delivere,dalared comrpte,dor lost from an account that is in you rtrust or con h ol. 3. Creation ofan unauthorized or fictitious account in your name G. Computer network(s) means interconnected electronic, winces ;sever, or similar systems (including all hardware and software) used to share or process data or information in an analog digital electronic or wireless format lndudingbut not Ilmlted to, computer prog(art .5 electronic data operating systernssavers. media libraries associated input and output devicesmobfb devices networking equipment telecommunications systertwebsitesaxtranels, off line storage facilities (tothe extent that theyhold electronic data), and electronic backup equipment. With the exceplksnof Inswing Moclules 5, 0 end 10 computer netwokk(s) also means the uWofcompudng resources that or'a delivered as a service over a network orthe Internet (commonly known as "cloud rompating'') M. Computer virus means a program that possesses the ahilityto create replicas of itself(commonly known as"auto- reproduchbprogram) within other Irrograms or operating system areas or which is capable of spreading copies of itself wholly or partly pother computer netwol (s). Damages means a monetary judjment consumer redress fund award seftlement or punitive damages to the extent Insurable under the lawpursuant to which this policy is Construed Damage& doesnotinclude 1. YOUYfntnre profits orroyaltlasteslAubo,norelisgorgement ofyourproi 2 Thecosttocomply withor'ders granting trunctiveornon-monetary relief, including specrfc performance, starry agreement to provide such relief; 3. Loss ofyourfeesorprofits ,returneroffset ofyourfeesordlarges,oryourcommissionsorroyaltiesprov,ded or contracted to be provided 4. Tapes fines, penalties or sanctions; howeverlhis does not include civil fines or penalties to the extent Insurable by law or to the extent otherwise covered under InSnr l ng Module 7 i;. Any damages that a re a multiple ofcompens atory damages 6, Any amolintwit chyouarenot Iinancianyorleg ally obi igatedtopay; 7. Disgorgement or return of any remuneration or financial advantage to which you were not legally entitled; Ascent US v222015 ASCENT" U N U ERWRITING IabYN��7l�f=1a:IJ:UI'1�l�ly�l�i-YG�' 5. Monetary judgments, awards, or settlements which are uninsurable under the law pursuant to which this policy 1s conshue;d 9. Past, present and/or future license fees ofany kind; or 10. Liquidated damages, I. Data means any machine readable information, including ready foruse programs or electronic data, irrespective of the way it is used and rendered irnducting, but not limited to, text or digital media. K. Deductible means the amount specified intend 4oftheDeclarations - L. Delivered programs rneans programs, applications, and software where the development stage has been finalized, and are ready foroperational use, having passed alltest-ams and been proven successful ma Ilveenviront cent M. Denial of service means an unauthorized ormalicious attempt or attack on orvia a computer networkto make coin puternetwork unavailable toitsintended users, N. Electronic theftimeans, I. The transfer,alteration, cormption, or theft of your intangible asset 2. Disclosuredupllctiogortheflofyourintangibleasset(s)loaperson(s)or entities(s) who are not authorized to receive it. D, Employee(s)means any Individual in your service, including any part-time, seasonal, and temporary workers crony individual who is working on your behalf or at your direction and under your direct control. Employee does not include any of yourpai mers or dlrecturs. P. Event management costs means those reasonable_and necessary fees you incurwith onr consent and which are approved by us for the employment ofa publicrelationsconsultant ifyou reasonably conslclerthatsuch appointmentis needed In order to avert or mitigate any materiat damage to any of your brands following an actual or alleged security event, privacy event breach of privacy regulations, or a social med is event. Extended reporting period means the period of time after the end of the policy period for reporting claims as provided t n Section X ofthis policy R. Hardware means any and all physical components ofa computer system. S Human errormeansan accidental action oroperating error, by youremployee(s), T. Intangible Asset means non-public information brnon-tangible propedy;whichisowned byyom ndis ieldwilhinyour computer network but has no physical substance including trade secrets; copyrights, patents, trademarks, data or otherinformatfonwhenihe dISCIDSrIfe, thefi,corruptionorcopying ofsuchwould causeyou a monstaryloss orgive a competitor commercial advantage to which they would not have previously had. U, Lossof business incomemeans thenetincome(netprofil or loss before Income taxes) thatyou wouldhave earned had no network event occurned. Loss of husiness income does not include reputatlonal damagaelectromc theftor telecommunications fraud. V. Malicious code means software designed to infiltmledisrupt or damage a computer network or gather sensitive, Information, allwtlhoul the owner's informed consent, by a variety offorms including, but not limited to, Trojan horses, spyware, malwam, dishonest adwai e and a nnewme. W. Miscellaneous professional services means your business Services, which are performed for and on behalf ofyour clients or in the course of your business and limited to those:services stated in lfem I I of the Declarations X, Money meansamechunn ofekchangeincurrent usoandauthorized or adopted byadomesticorforeign government and includes current', cons. banknotes, bullions, or registered checks, EIM Ascent US v2.22015 A SCEN T" U N D ER W R I TI N G lel.YNau7lM,I:fa:1 J:U11e1�Uf1PbYd\' Multimedia means the release ofany content in aphysical or electronic format, including,'internet content, reAlSpapers, newsletters, magazines, books, brochures, images orothertypes ofpublications and advertising innotehals. L. Multimediaand intellectual property wrongful act means I. Defamation including, but not limited to,. disparagement or harm to the reputation or character of any person or orgafieallon, libel slander productdisparage meninade libal, or infliction of emotional distress or mental anguish; 2. Invasioninfringement, or interference with the right to privacy or right of publicity including false light, pubc disclosure of private fools, including those of an employee, intrusion. or commercial appropriation of name or likeness; 3. Plagiarisirpiracy, or misappropriation of ideas 4. Infringement of copyit ht domain namontle or slogan trade dress or the dilution or infringement of trademark service mark, service name, or trade name; 5. Wrongful entry oreviidion trespasseavesdropping, false arrest malicious prosectionor G. Liability arising outofyournegligence in connection with yavrelease ofmultimedia content inadvertising. A& Named insuredmeanslheindividual,padnershipentiyorcomoraliondesignatedassuchlntheDeclarathris BB. Networkeventmeans loss sustained byyouinconnectionwith yourcomputernetworlds)ansingfrorm I. Asecurity event privacy eventora breach ofpdvacyregulatoins, 2. Computer virus; 3. Malicious code; 4. Accidental corruption ordestruction of your databecause of human error; 5. Damage ordeshaction ofhardwar,esottiatyourdata stored isnoUroachinereadabl;e 6. Malfunction or failure of your computer nell 7 Programming error ofdelivered programs 81 Natural disaster, but onlyfor comrpticindestmciion, ordamage to yourdata;or 9 Failure of a direct or back-up power supply or unclerlover voltage but only if such power supply is owned, operated, and controlledbyyou. I-loweve,r a network event; 1. Only covers losses arising from delivered programs 2. Only pertain to your loss and does not mclur, coverag for any claim made by a third party or any tdadm resulting from an incident occurring on the computer Infrastructure of an outsourced entity or third party service provider 3. Does not include coverage for loss of any money or securities,exceplas specifically provided under Insr:ring Module 9 cc. Network expendturemeans costs incurred with our consent and authorized by us arising from a network event. which mayinclude: Youractu al costs to restore, re -collect or replace data, including expensesformatenal,sworking lime, and overhead costal location atlheaffected localion(s) associated will restoring or replacing data; MIM Ascent US v2.22015 A SCEN T1 khY�lad�l�1�:1:1.L1 d h 9 ERWRITING � 2. Your reasonable and necessary costs and expenses Incurred with our consent of specialists, investigator forensic auditors, breach counselor loss adjusters retained byyou for the purpose of conducting a review of audit to substantiate that a network event is occurring or has occurred, or to determine the scope, cause or extent of any theft or unauthorized disclosure of information ordsta, including when yourportable media and data storage devices areaway from your premises 3. Your reasonable and necessary costs and expenses for the use of rented, leased m hired external eyuiprnegt services, labor. pr rusesor additloral operating costs, including staff overtime end expenditure, provided that these costs arid expenses were reasonably incur mad as a resu It of a network evenitor 4. Any othen easonable and necessary costs andexpenses that you i ncur din ertly as a resu It of a network evert. Network expenditure does not include loss of profits or loss of business income orreputational damage. Network expenditure ispartof, and not inadditlon to, the LimitofLiability staled within item 3oftl ie Declarations. DD. Network extortion threat means a credible threat or series of related threats, including a remand for funds, directed at you to avoid corruptiondamage, destruction, or intmd action of a computer virus, malicious code, or a denial of service to any aspect of your computer network, crony th real or series of related threats to release, or disclose confidential and personal information which resides within your com pater network. EE. Network extortionmonies means: Monies payable by you, with our priorwrtten consen.tto a persons) or enlitydes) reasonably believed to present a network extortion threetforthe purpose ofterninating such a threat; or Other reasonable and necessary costs andexpenses payable by you with our prlorwrltten consent directly resulting from a network extortion threat. FF, Notification expenses means those reasonable and necessary legal expenses, postage expenses and related advertising expel ses you incur with our consent and which are approved by us to mitigate damage to your brand or comply with governmental privacy legislation inebriating notification to affected individuals In the event of a sacurry event, privacy even or breach of privacy regulations that results in the compromise or potential compromise of personal information maintained byyou orotherwlse residing on a computer network operated by you or urn your behalf C:C9 Otherasset means a tangible and physical prod Oct that is owned by youor is under yourtrustorcontrcland 1. Has an economic value; or 2. Isheld as inventory for sale;. or 3. Is sold orexchanged in trade or commerce, or 4 Isshlpped via land sea or air Other asset does not include money or securities HH. Policy period means the period of time from the effective dale to the expiration dale as specified in item 2 of the Declarations, or to any earlier cancellation dale II- privacy event means a breach of confidentiality, infringement, or violation of any right to privacy including, but not limited to, a breach of your privacy policy, breach of a person's right of publicity, false ligh,t inin.rslon upon a person's seclusionorpublicdisclosure ofapersofsprivateinformaticn. Privacy regulations means statutes and regulaten,sassociated with the confidentlelityacces;seontrol, and use of personally identfiiable, non-public Information including, but not limited to the following or similar statutes and regUbtlone Flealth Insurance Portability and Accountability Act off 996 (Public Law 104-191), (mown as HIPAA, including amendments coutalned in the Health Information Technology for Economic and Clinica Health Act (HI I ECH) and related slate medical privacy laws; Ascent US v2.22015 A SCEN Try U_IJ g ER W R I T ING IebY�la�7l�l�:1a:�9:1�11sJ�lKiUb'f �� 2. Gramm-Leach-BlileyAct of I919(G-L-B),also known as the Financial Services Modernization Actof 1999: 3. State and Feder at statutes andregulations regarding the security and privacy ofconswnreinfolmation; 4. Governmental privacy protection regulations or laws associated with the control and useofpersonal information 5. Privacy provisions of consumer protection laws, inch ding the Federal Fair Credit Raper tingAct (eCRA)and similar state laws; 6. Children's Online Privacy Protection Actor similarlaws; 7,-rheEU Data Protection Actor othersimi [a rprivacy laws in otherjurisdiction%, or 0. Identity Theft Red Flags Rulesunderthe Fair andAccurate Credit TransacitonsAct of 2003 (FACIA,) IM, Professional wrongful actmeans: 1.. Negligent breach ofduly, negligent misrepiesentatoin.ornegllgent act,enar,omission ormisleadingstatemerd -in your performance oforfadure to perform technology services wtlh reference to Insuring Modde3or miscellaneous professional services with reference to Insuring Module 4. 2. Unintentional breach of contract, but only in connection with your performance of or failure to perform technology services. LL. Progiamming error means an error, flaWmistakq failure orfartlt which occurs during the development or encoding of a computer program, sollwaie, or application, which would, when in operation, resu It in a malfu nction or incorrect operation ofa computer network MM. Property damage means physical injury to, Impaimten,i destruction, or corruption of any tangible property, hmludlng the lossthereof. Data is not considered tangible property NN Regulatory compensatory award means a regulatory agenep monetary award to a third party, induding a sum or money whichyou are legally required to deposit into afund asequitable rellefforthrepayment ofconsumei daimeclue to an adversejudgement orsetllement ofa regulatory proceedin g Regulatory compensatory award does not include a aiminal penalty or fine Issued by a regulatory agency of any kind, Including federal, slate, or localgovernmental agencies. 00 Reputational damage means yourloss ofnalincome(net profit odoss before Income taxes)due to, 'I. Termination dfyourseNices contract by one ofyourckent(s)and/or 2, Reduction in the Value ofyourbusiness and brands . where such lossarises directly fi om a network event. PP. Retroactive date means the date specified in item 5 ofthe Declarations. QQ. Securities meanswritten negotiable and non-negotiable instniments orcontraetswhicn representmoney orotherasset Securities does not include the actual money or other asset RR. Security and privacy wrongful act means; 11 A privacy event, security event orbreach of Privacy regulations committed by you orwhich Occurs an your computer network; 2. Yourfailureto disclose a security event orprivacy eventin violation ofnotification laws ormgulations; 3. YourfailLire to preventtransmisslon ohnaliciouscode, a computer virus, of a denial of service afta(,k from your computer netwok; Ascent US v2.22015 A SCEN T" h N O—ER-W-RITING Your€ailure loprevent loss ofemployee personally identifiable information, asdefined in privacy regulations; or Your failure to maintain the security or confidentiality of personally identifiable information stored on your computer network under any contract, including huh not limited toapayment card processing agicemenl with a financial institution of other payment processor. SS, Security event means The misuse or unauthorized access of your computer network; 2. Theuseofyourcomputer network foradenialofservice attack;or 1 Your breach of duly to protect the security and confidentiality of non-public proprietary corporate information, and/orpersonally identifiable non-public information eitherinanelech'on is or physical format. TT. Social media event means the rate asa of any electronic multimedia conten.tby an employee on any social network or social mediaelectronic piatofmt_ UU. Subsidiary(les) means! Any entity ofwhich more thanfiflypercent (50%) ofthe issued and outstanding shares a repwned byyou, on or before the commencement of the policy period; or Any entity which becomes a subsidiary during the policy period provided that such entity (Ices not represent more thanatwenty percent (20%)increase inyourlotalassets empioyeecount orgrossfever ueasofthedato of lire acquisition Where such entity represents an increase in your total assetsemployee count or gross revenue of more than twenty percent (20°/,), such entity shall be deemed a subsidiary under this policy, btri only upon the condition thatwithin thirty (30) daysofll becoming a s u bsi diary, you shall have provided uswith full particulars ofthe new subsidiary and agreed to any additional premium and/or amendment of the provisions of this policy required by us relaling to such new subsidiary, subject to advanced mceip,tieview and acceptance by us oft i.Jl I and complete underwriting information. W Support and credit monitoring expenses means those reasonable and necessary expenses you Incur with our consentand which ni e approved by us forthe provision ofcredit file monitoring services, credit repair and restoration costs, identity theft monitoring expenses, identity trait education and assistance, including call center expenses, in the event of a security event, privacy event or a breach of privacy regulations, which results In the compromise or Potential compr'ontiso of personal information maintained by you or otherwise residing on a computer network operated by you or on your behalf. I/INI/. Technology sei vices means your computer and electronic technology services, which arc. performed for and on behlilf of your clients or in the course of your business and may include data processin,gweb design, hosting, internet or network services content delivey, programiniiug, technology consulting, inetdlalloq integration, configurathg oupport or management services, software development9esigh sane or other rebated technology services. Technology services does not include any other professional achivtties oradvicewhell isnot directly related to technology activities. xx. Telecounnifunicallons fraud means an intentional, malidous orwilful act that results inthe misuse or unauthorized access of your telecommunication system by a third party. YY. Waiting period Means the number of hours that must elapse as provided in item 4 of the Declarations beforethe recovery of loss of business Income can be considered ZZ. "We;"us",or'our" means the insurers providing this insurance, AAA. You,"your" and "yours' means the insured as provided in Section VI of this policy. Ascent US v2.22015 ASCEN T" d N b ER W R IT I N G ktiYtlad�lN�:fa:�J 1N 4�1■UlAW= W WHAT WE DO NOT COVEREXCLUSIONS We shell not be liable for any claim directly or indirectly arising out of or In anyway attributable to: A. Any Wffengful acts or the same relatedor continuing acts, facts,. or circumstances that were first oommilted or first occurred prior lolhe retroactive date; B. Anyevent, threalandlorbreach OfregUlations orthesame, related or continuing events, threats, breaches,facts or circumstances that were first committed orfirst occurred priorto theretroactive date; C_ Anywrongfulacts orthesame,related orcontinuing acts, facts, orcircumstaneesthatlookplace pnortothecontinuity dale ifyou knewor could have reasonablyforeseen bythat date that such acts, facts, or circumstances could bell io basis of a claimer circumstance. The continuity daleisthe earlier ofthe inception date of either this policy at the first Policy issued by Ascent Underwriting loyou that has been Conti nuously renewed, D. Any evert, threat and/or breach of regulations or the samerelated or continuing events, thrits brencheg facts [x' circumstances thattook place fir lor to the I nceplion ofthispolioy, Ifyou know or could have reasonably foreseen such eventp teats breaches, fads or circumstances could bethebasis ofaclaim orcircumstall ce E. Any claimorcircurnstancenotifiedtoapreviousinsurerpriortotheinceptionofthispoluy; F. Any claim made by an insured against another insuradUrlertS such dell n is brought by an employee under Insuring Modules 1 or6, G. Your malicious, fraudutegtdishonestor criminal act. Notwithstanding the foregoingthe Insurance afforded by this policy shall apply to claims expenses incurred in defending any such claim until final adjudicadn but shall not apply to any damages thetyou might becomelegally obligated to pay We will have the rightto recover those cla ins expenses incurred from those parlies found to have commi Iced malicious, fraudule,ndfishonesl, or criminal acts by a coui [jury, or arbitrator. However, this exclusiondoes not bar coverage for the actions of a rogue em ployee, or coverage afforded under Insuring Module g, For purposes of this exdusio,n"rogueemployee' means an employee who acts maliciously,. fraudulently, dishonestly or criminally without the knowledge or consent of your Chief Information Officer, RiskManager, General CounselChief Operations Officer, Chief Executive Officer or their functional equivalents within the legal e lity(s) shown intern 1 ofthe Deelarlllon, Fl, Socilly Injury, except that this exclusion shall not apply to wrongful infliction ofemotional dish ass or mental anguish arising ol-doftechnology services, in ulthnedia, privacy event, security event, or@ breach ofprivacy regulations; I. Properly damoge;Fai theavoidance ofdoubt, this policy provides coverage arising fiott)thelossotclatawhpiistich loss arises from physical damageto hardware; .1. Satellite failures, electrical or mechanical failures and/or Interruption imuLldingbut notlimited to, electrical disturbance, spike brownout or blackout, outages to eledriciti, gar, wale[ telephonecable telecommunidiims, gradi.ral deterioration ofoverheadtransmissio,ndislrloulion lines or subterranean insulation or cabling or other infiastnrckile, unless such infrastructure is Linder your operational control and unless such claim forms part ofanetwork event K. The actual or alleged inaebnrate, madequae or incomplete description of the price of goodr,producls, or savices Including your cost guaranteoaoslrepresentations7oi tprice,orcostestimatesbeingeceeded L the violation ofany economic or trade sanctions by the United States gDvfnmentrcluclingbutnotlirnitedto, saictions administered and erforced by theUnited States Treasury Depatmeri's Office of Foreign Assets Control ("OFaQ; M, Any breach of any express implied actual, or constnrctive contract, wararty, guaenlee, or promiseor the bobilly of others assumed by you under any conlmot oragreemert6utthis exslLrslordoes not apply to. 1. Any liability or obligation you wouldhaveintheabsenceOfSuch contract oragreemen,t 2. Unintentronallbroach of contract, but an lywi Ili respect to tech no log yservices; or 3. A breach of your privacy polic;y Ascent US v2.22015 ASCEN T" U -N - D- ER W R IT IN G— t_b'itlax'1lN�=fa:�J:i�l'1\IAIN�Uf�YG\ — N. The actual or alleged government enforcement or investigation of any state or federal regulation including. but not limited to, regulations promulgated by the United States Federal frade Commisslo,n Federal Communications Commissio,nor the Securities and Exchange Commissio;nbut this exclusiondoes not apply: 1. Totheextent that a claim falls under Insuring Module 7; or 2. Toaclaim by a government entity brought in itscapadity as a customer ofyoU arising inthe course ofyoui p revision of tech nology services Oran iscellaneous prefessiona I services to such govern me i i lenity, g. Any employer-employeerelations policies,practice,sacts,oromissions,anyacWaloialle.gedrefi,lsaltoemployany person, or any misconduct with respectio employees. This ineludesbut is not limited to, claims arising under wokers compensation orsfmllar laws unless such clarns are made by an employee arising out of a security event, privacy event or breach of privacy reg nations; P Any actual or alleged discrimination ofany kind including, but not limited to,age,color, race, gender, creed, national atigi n marital stars sexual preferencealisabi lltyor pregnany; Q. Strikes or similar labor actions, war, invasion, act of foreign enenn yhostilities or warlike operalans(whethfedeclared or not), civil war, mutiny civil commotion assuming the proportions of or amounting to a popular uprising military uprising insunectio,miebellion, revolutionmilitary or usurped powe,rorany action taken to hinder or defend against these actions. This exclusion also excludescoverage for any loss or damages arising OUT of confiscation or natonailzalnn or requisition or destruction ofordamageto property by orunder the orderof any government or public or local authority. This exclusion also excludes loss, cost damages, or claims expenses cf whatsoever nature directly or Indirectly, caused by, resulting from, Orin connection with any action taken in controlling, preventing, suppressing, or In anyway relating tothe above R. Alllossesm expensesarisingfron a terrorist act. For the purposes of this agreement a ter not ist act means an actor series of acts including the usu of force. or violence of any person or group(s) of persons, whether acting alone of on behalf of or In connection with any orgarvatlon(s) committed for politicelieligaus a ideolool purposes, 'inducing the intention to Influence any government and/or to put the publicin fearforsuch purposes, S. Yourcommercialdecision tocease providing apadicularproductorseivice; T. Prizes, awards, or coupons U. Any Priest penalty ansingout starry agreement by you to comply withor follow the Payment Card Industry Standard or any Payment Card Company rules; or implement maintain or comply with any security measures or standards related to any payment card data including, but not limited lo, any fine or penalty imposed by a payment card company on a merchant bank orpayment processor that you have paid or agreed to reimburse orindemnify However. this exclusion shall not apply to civil penalties and fines to the extent insurable bylaw at out of an otherwise covered claim under Insuring Module 7: VAny actual or alleged unfair competltioq antitrust violatlonsfeceple trade practices or iestrant of trade or antltud statute legulation,or re.guleion Howver this exclusion shall not apply to the extent that a claim falls under Insuring Module 7; IN, The actual or alleged infringement of any patent or the mtsappopriation theft. copyingdtsplay or publication of any trade secret, unless such claim arises from a security event ora privacy event and does not involve your actual or alleged infringers(it,misappropfiationtl�ft copying display ar publicatin. X Your knowing use of illegal orunlicensed programs that are inviolation ofthe provisionsorlaws referring tosoftware preteens) I; Y. The actual or alleged purchas,esale, offerof, orsolicitation start offerto purchase or sell ser:ulles, orviontion of any securities law Includlngbut not limited to, the provisions of the Securities Act of I933 the Seculies Exchange Act of I934 the Sarbanes-Oxley Act of 20Q2 or any regulatiotromulgated under the foregoing slatuLs, or any racier a,lsota local, or foreign laws similar to the foregoing statute,slncluding "BlueSky' laws, whether such law is 9WITIroy, reguldo y, or common law, Z Unauthoirzed trading of money,securities, property or anyolhar medium whether or not In your name and whether or not in a genuine orfiotitious account. This exclusioir also applirs to raiding in eacessof approved authority levels or outside ofapproved parameters. This exclusion shall notapply lodirect losses incunedby you as a result ofcomputer EM Ascent US v2.22015 A SCEN T" b N 9. ERW.R.IT_IN.G fraud which resultsin improper financial gain to an employee. However, we shall not be liable for any employee salary, commission,sfeesorothei employment associated compensation K. INNOCENT INSURED PROVISION A. Whenever coverage under this policy would be excludedsuspendedor lost because of nonconptance with Section XI, refacing to the giving of notice of claim to us, with respect to which any other insured shall be in default solely because of the failure to give such notice or concealment of such failure by one or more insureds responsible forthe loss or damage otherwise Insured Iererinedr, then such Insurance as would otherwise be afforded under this policy shall cover and be paid with respectlo those Insureds who did notpersonally commit; personally par ideate in committihggr personally acquiesce in such failure to give noticoprovided that the insured entitled to the benefit of this provision shall comply with Section XI promptly after obtaining knowledge of the failure of any other insured to colupty therewith. Notwithstanding the foregoing, the reporting of any such claim trust be made d uring the policy period or extended reporting period, if applicable, B. Whenever coverage under this policy would be exckuded,suspended or lost because of ExcusionG relating to malicious, fraudulent, dishones,tor criminal acts by any insured then such insurance as would otherwise be afforded under this policy shall cover and be paid with respect to those insureds who did not personally commit personally participate in commli6ng, personally acguiesc,eorremain passive after having personalknowtedge thereof. X EXTENDED REPORTING PROVISIONS A. Aulornific Extended Reporting Pei iod. Ifeitheryou or us shall cancel or tronrlarwethispoldy, you shall I love the right following the effective date of such cancellation ornon-regal, to a period ofsixty (60) days thereafter in which to give wrr nnoticetousofclaimsrelatingto[hoseInsuringModules)purchasedasshownintheDeclarations,providedthat any actual oralleged wrongful acts under Insuring Module(s) 1. 2,3, or4, network event underinsuring Mori Weir) 5 or 10, Security event, privacy event, or breach of privacy regtdations underInsuring Module 6, privacy event, security event, or breach of privacy regulations under Insuring Module 7. network extortion threat under hrsuring Module 8, or security event under Insuring Module 9, all ifapphcable, occurredprior to the end ofthe policy period and are otherwise covered by this policy, and are reported to us during the automactiextended reporting period, and subject to the conditions set forth herein.. B. Extended Reporting Period EndorsemeMingle event ofcancellation or'non-renewal of this policybyyou orus,you shall have the right, upon payment infulland notproportionallyoroil erwise in part of One hundred and twenty five percent (125%) of the gross annual premium set forth in item6 of the Declarations to have issued an endorsement providing a 12-month extended reporting period for claims relating to those Insuring Module(s) purchased as shown in the Declaration,sprovided that any actual or allegedwrongful acts under Insuring Module(s)1, 2, 3, or 4, network event under Insuring Module(s) 5 or'10, secu city event, privacy event, orbreach ofprivacy regulations under Insuring Module 6, privacy event, security event, or breach ofprivacy regulations Linder Insuring Module 7 network extortion threat under Insuring Monde8, or security event under Insuring Module 9, all if applicable, occurred prior to the end of the policy period and are otherwise covered by this policy and are reported to us during the extended reporting pefod, and subject totheconditionsset forthhersin or Two hundred percent (200%) of the gross annual premh in set forth in item 6 ofthe Declarations to have issued an endorsement providing a 24-month extended reporting period for claims rolatingto those Insuring Modulc(s) purchased as shown in the Deckara[ionsprovided that any actual or alleged wrongful sets under Insuring Module(s)1. 2, 3, or4, network event underinsuring Module(s) 5 or10, securityeventprivacy event, or breach offlovacyregulations underinsuringModule6,privacy event, securityevent.orbreachof privacy regulations under Insuring Module 7, network extortion threat render Insuring Module 4 orsecurity event u ndei Insuring. Module 9, all if applicable, occurred prior to the end of the policy period and are otherwise covered by this policy and are reported to us during the extended repenting period, and subject to the conditions set forth he rein In orderforihe named insured to purchase the extended reporting period, the payment of the additional premium trust be paid to uswithin thirty (30) days of the non renewal or cancellation Ascent US v2.2 2015 A SCEN T" U N O--ERWR I-T-I N-G I_bY�fq�7lM�:1a7:�:iH I�JAIyrI�t�Yd� C. The Limit oft -lability for the above extended reporting periods shallbapart of, and notin addition to, theLfmit of Liability for the polfcyperiod. D. Our quotation of a different premium, deductible, or Limit ofLiability or changes inpolicy language forlhe purpose of renewal shall not constitute arefusal torenewby us, E. Therlght atheextended reporting period shall notbeavailable tothe named f nsured wherecancellationonnon-renewal by us is because ofnon-payment ofpremium oryourfailure to pay amounts within the applicable deductible. G. All notices and premium payments with respectto the extended reporting periods hall be directed to us through your insurance agent or broker. If. At the commencement ofthe extended reporting period in Paragraph 6,above, the entire premium shall be deemed earned and in the event the named Insured terminates the extended reporting period for any reason prior to its natua1 expiration, wewil I not be liable to return any terem ium paid forthe extender) reporting period. %l NOTICE OFCLAIM ORCIRCUMSTANCE THAT MIGHT LEAD TO A CLAIM A If any clam is made against you under Insuring Modules) 1, 2, 3, or 4 then you shall forward every demandnollce, summons, or other information received by you oryour representative to us, through persons named in item 7 ofthe Declarations, as soon as practicable after your Chief Information Officer, Risk Manage;rGeneral Counsel Chief Operations Officer, Chief Executive Officer or their functional equivalents within the legal enitiy(s) shown in Lon 1 ofthe Declarations have first become aware of such cla'un, provided that such demand, notice, summons or other information Is not received by us more than for rteen (14) days after the expi ration ofthe policyperiod, B. Ifyou have any claim underinsuring Module(s) 5, 6,7,8,9, or10 then,youshall immediately forward to us notice through persons named initem 7 of the Declarations, as soon as practicable afteryourChlef Information Officei, Risk Manager0eneral Counse )Chief Operations Officer, Chief Executive Officer or their functional equivalents within the legal entily(s) showninitem l ofthe Declarations have fii stitecome aware ofsuch claim, piovidedthat suchnoticeis notreceived by us more than fourteen (1 1) days after the expiration Ord is policy period. C. Ifduring the policyperiod, your Chief Information Officer, Risk Manager, General Counsel, Chief Operatiarrs Officer, Chief Executive Officer or their functional equivalents within the legal enlity(s) shown in ftern 1 of the Declarations become aware of any acts, facts, or circumstances that they believe could give rise to a dam, they must give Milan notice ofthe following information to us, through persons named in item 7 ofthe Declarations, as soar as practicable during the policy period I, Specific details ofthe acts,facts, orclrcumstances that could reasonably be the basisfor a claim, 2. Possible damages, penallie,sor other amounts potentially covered under this policy that may result or has resulted from the acts, facts or circumstances; 3. Detailsragardinghowyoufirstbecameawareoftheacts,facts,orcircumstanceand 4. The computer network security and eventlogs, which provide evidence ofthe alleged incident. Any subsequent Claim adsing out of such acts, fuels, or circumstances which is the subject ofthewritten notice will be deemed to be a claim at the time written noticecomplying with the above requirements was first given to us. Any claim arising under Insuring Module(s) 5, 9 or 10 will be deemed to have been made on the dale you first became aware of the acts, facts, or circumstances resulting in such loss. D. Aclatm shall oeconsideredtobe reportedto uswhen noticeisfirslgiven to usthroughpersonsorentitynamed initem 7 of the Declarations, Elm Ascent US v2.22015 A SCEN Tip d N. D ER VJ R.I T I. N.G. k6Ytla�7lN�:1� �JY��Y�IAUlrU1ti9! A CALCULATION OF LOSS PROVISIONS REGARDING LOSS OF BUSINESS INCOMEINTANGIBLE ASSET AND REPUTATIONALDAMAGE In the event of loss occurring Linder Insuring Modules 5, 9 and/or 10 an auditor and/or a loss adjuster will be appointed by mLnual agreement of us and you to calculate the amount of loss. If such an agreement cannot be reache,dwe will appoint theauditor and/or loss adjustersublect toyour consent, such consent not to be unreasonably withheld. We will pay the cost and expense related to the auditorand/or loss adjustertfialexceed your deductible asstaled in hernhofthe Declarations. Such paymentwill be applied against the applicable Limit of Liabiltly. Requests made by you for Indemnity by us shallbe accompanied bye computation oftheloss consistent with this section ofthe policy. This shall set outln dotail how the loss has been calculated and what assumptions have been made. You shall produce anydocumentaryevidence, 'including any applicable reports, book, of accounts, ots,invoices, and other vouchers and copies of such which we may require, and youshall afford us or our agent every assistance intheirinvestgiaolns. Any claims payment under this Section will, where appli(;abl,ebe reduced by the extent to which you A. Use damaged or undamaged data, orintangfble asset, or B. Make use ofavailable stock, merchandis,eor other data or intangible asset; or C. Use substitutefaciltiss, equipallt or personnel LOSS OF BUSINESS INCOME UNDER INSURINGMODULE 5 AND REPUTATIONAL DAMAGE UNDER INSURING MODULE 10 Thecalculstionoflossregarding loss of business income and reputational damage under Insuring Modules) Sand I uwill be based solely on loss ofthe net income attributable to a network event and shall be based on an analysis Oldie revenues and costs generated during each month of the twelve (12) months prior to the loss occuring and will also take into account the reasonable projection of future profitability or otherwise had no loss occurred and will include all material changes In market conditions that would affect the profits generated, INTANGIBLE ASSET UNDER INSURING MODULE 9 The caiculM on of loss regarding Intangible asset tinder Insuring Module 9 will be based solely an loss Of file list income altrlbutable to electronic Ilioft oreamputerfraud and shallbe based on an analysis ofthe revenuesand costs generated dunng each month ofihe twelve (12) months prior to the loss occurring and will also lake into account the reasonable projection of ti.1 Lure profitability orothehvise had no loss occurred and will include all material changes in market conditions that would affect the prof is generated Any dispute that arises between you andus regarding thecarculation ofloss shall be resolved In accordance with Section XXI DISPUTE RESOLUTION. XL ASSISTANCE AND COOPERATION A. Youshallcoopmate with Lis inallinvestigatlons.Youshallexecuteallpapersandrenderallassistanceisrequestedby us. Part of this assistance may require you to provide copies of a third part system security and event logs. Upon our request, you shall assist in making settlements in the conduct of suits and in enloi cing any right of contribution or indemnity against any person or organization who maybe liable to you with respect to whinh insurmce 1s afforded under this policy. and you shall allend hearings and trials end assist in securing and giving evidence and obtaining the atteiidance ofwitnesses at your own cost. C. You shall not admit any liability,. make any payment, assume any obligations, incur any expens,eenai into any seftlemen,t stipulate to any judgment or award or dispose of any claim without our written consent. However, the prompt public admission of a security event potentially impacting non-public peisondlyidentifiable infonnationof employees or third parties as required by gavel nmantal pnvacy legislation or credit card association operating requirements will not be considered as an admission of liability requiring our prior consent; however we are to be informed as soon as piacticable of such public admission if such public admission is a ctmurnstance that could load to a claim. Ascent US v2.2 2015 ASCEN T" U N g.. ERWRI.TING'_ U. We shall have the rig litlomakeanyinvestigationthatwedeemnecessarywithrespecttocoverageincluding,but.not limited to any investigation with respect to the application statements made to the application and any supplemental material submitted thaewith Weshallbepermitiedtoinspect your prop arty, operation errecords. You shall submit for examination under oath by our representfive, if requestedn accusation with all matters relating to thispolic.y )k SUBROGATION Ifarny payment is made under this policy and there is available to us illy ofyourrights ofrecoveryagainst any ford party, then we shall maintain all Such rights ofrecovery. You shall execute and deliver Inshwnents and papers and do whatever else is necessary to secure such rights. You shall do nothing to prejudice such lights. Any recoveries shall be applied first to subrogation expenses, second to damages, claims expenses, or any other amounts paid by us, and lastly to the deductible.. Any additional amounts recovered shall be paid to you. Xv. OTHERINSURANCE This policy shall apply in excess of any other valid and collectible insurance policy available to you, including any deductibleor deductible portion thereof unless such other insurance is written only as specific e,cessmsurac's over the Limit of Liabity ofthis policy. )U ENTIRE AGREEMENT By acceptance of INS polic,yyou agree that this policy embodies all agreements between you and us relating to this insurance. Notice to any agent or knowledge possessed by any agent orby anyoiherpeison She II not effect a waiver ora all angein any part of this policy or slop us from asserting any right under the terms of this Insurance; nor shall the terms of this insurance be waived or change, dexcept bye nichorsomentissued to form a partofth is policy and signed by us. )U ASSIGNMENT The interest hereunder is not assignable by you oryour sdbsidkaries. if aninsured shall die or be adjudged incbmpetei d, such insurance shall coves youriegal representative as you would be covered under this policy XN CANCELLATION BY YOU If this policy is cancelled byyou,thuly percent (30%) ofthe premium shall be doomed earned upon Inception ofthis policy ail dwe will refund the I Omani rig unearned premium computed on a daily pro raid basis lherea 1 ter No premi um will be refunded where any claims orcdcumslances have been notified under this policy, NIX CANCELLATION BYUS We will only cancel this policy 1f you full to pay the premium within the terms of the payinont warranty specified within the Declarations, orifa principal, partner, executive off ce,rordhoctori ntentionally makes a material misrepresentation to us in regard leery claim notified to us under this policy, in which case, we will provide a notice of cancellation in accordance with the applicable law. XX CHANGEOFCONTROL Should there be a "change of conhol" to the Named Insured during the policy period all coverage under this Policy shall terminate at the date of such "dnangeofcontrolunless we have issued an endorsement extending coverage under this Policy and you have agreed to pay any additional prenni um and agreed loony additional terms ofcoverage required by us_ A"change ofcontrof to the Named I nsured will be considered tube any of the following yom acquisition by ormergerinto another enfiiy, yourliquidahon ordissolutl on, orthesale, ordisposition ofsubstantially all ofyourassets. Ascent US v2.2 2015 ASCEN T" u N-D--ER-WRITIN-G )X WORDS AND TITLES OF PARAGRAPHS The titles ofparagraph,ssection,provisions, or endorsements oforto this policy are Intended solely for convenience and reference and are not deemed in anyway to imfor expand the provisi ons to wt Lich they relate and are not partofthis policy, Whenever the singular form of a word is used hereirfine same shall Include tha plural when required by context. XM DISPUTE RESCLUTON A. No action shalllleagainst usunless,ago condition piecedentthereto, there shall havebeenr,-incompliancewithattermsof this policy, and until the amount ofyourobligation repay shall have been finally determined either by JUdgirenoUaward againstyou alter actual trial or a Nitration orbywritten agreement ofyou, the claiman,tandus. B. No person or organ¢abon or any legal representative thereof who has secured such judgrent, award, orwritten agreemant shall Iherealter be entitled to make a claim underthis policy to the extent of the insurance afforded by Ihispoliey. No person or organization shall have any right under this policy to Join us as a party to an action or other proceeding against YOU to determine yourliability, norshallwe bairnpleaded by you oryourlegal representative. Bankruptcy orinsolvency ofyou orof your estate shall not relieve us ofoor obligations under this policy C. Mediation. If any dispute arises between you and us involving this policy and/or a claim hereunder, it is hereby mutually agreed by you and us that such dispute shall be referred to a qualified mediate, in a good faith effort to negotiate a resolution of the dispute, prior to the initiation of any arbitration or other proceedings. The party e feeling to mediate shall provide written notice to the other party setting forth its request to mediate and a brief statement regarding the Issue to be mediated. The persons named intent B Lithe Declarations are authorized and dimcted to accept the Notice of Mediation on behalf of us. The named insured is authorized and directed to accept the Notice ofMediation on behalf of any insured. D. Arbitration Asa condition precedent to any right of action hereunder, in the event that a good faith effort to mediate Pursuant to Section XXI (C) above cannot resolve a dispute between you and us involving thispolicy or a claim hereunde h is hereby mutually agreed that such dispute shall be determined by final and bindingarhitratlon before a single arbidator. Such at hilration cannot be cornin enced until thirty (30) days alter the conclusion of the mediation pursuanttoSeetion XX I (C). If the parties cannot mutually select the arbfirai the parties will referlhe selection offih arbitrator to the American At hitration Association. XS� SERVICE OFSUITCLAUSE(U.S.A.) A. Subject to the application of Section XXI, it is agreed thatin the event of ourfailure to pay any amount claimed to be due Linder thispolieywe, at your request Will subml Ito the jurisdiction of a court of competent jurisdiction within the United States, Nothing in this clause constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of compelentjuri sdrehon in the United States,to remove an action to a Uni Or Slates District Court, orseek a transfer of a case to another court as permitted by the taws ofthe United States or any stale m the United States. I I is further ag reed that service of process in such suit may be. made upon our representative, designated in, tern B of Declarations, and that in any suit instituted against any one of them upon this contract, we wit Iabide bythe final derision Of Such court, or of any appellate courtinthe even[ oranappeal, 13. C ur representative designated in item B ofthe Declarations is authorized and directedtoaccept service ofprocess on our behalfin any such suit and/or upon your request to give awl'itten undertaking to you thattheywiill enter a general appearance upon our behalf in the event such a suit shall be institute d C. Pursuanttoany statute ofanystate, territory, ordistrict oftheUnited Slateswhlchmakes provision therefore,weheraby designate the SuperinlenderrCommisioner or Director oflnsurance or otheroificer specified for that purpose in the statute, or his successor in office, astheirtnrearid lawfi,I I attorney upon whom may be served any lawful process in any actionsuil, or proceeding instituted by or on your behalf or any beneficiary hereunder arising out of this policy, arid we hereby designate our representative listed in item B of the Declarations as, the person to whom tin said officer Is authorized to Inailsueh process ora it copy thereof, Ascent US v222015 A SC EN T " -UNDER\/VR1T1N.G_ N_b'itla�7 t�f�-ia7J:Ul'1eltlNtUbY_\ )OUV. CHOICE OFLAW The irderpretation ofthis policy and any disputes involvingthis policy shall be resolved applying the law designated In Item Mine the Declarations. XXV. WARRANTY BYYOU By acceplance. of this policy, all insureds agree thatthe statements contained in the application, any application for Insurance itthls policy is a renewal, and any supplemental materials st-1 milled therewith are their agreements and represeri tabor which shall be deemed material to the risk assilmed by us, and thatthis policy is issued nreliance upon theta l th thereof. The misrepresentation or non -disclosure of any matterby you or your agent In the applicatlonand any supplemental materials submitted tous,willrender this policy null andvoid and relieve us from all liability under this policy, The application, and any supplemental materials submitted to us are deemed incorporated into andmade apart ofthis policy Ascent US v2.2 2015 A ASCENT 1 Ly�:i11�LN_�I�i_• rw.u.«�in:r uian:u wre�a_r.���ra U N 0 ERWRITING CertificateNumber ASD15D001910 Named Insured County of Oakland avichigao Municipal&Constitutional Corporation Perici Insurance Frorn September 1, 2015To September 1, 2016. (both days at 12 01a.in Local Standard Time at the address shown of the Named Insured) Endorsement No. 2 Post -Binding Subjectivity Condition Endorsement It is hereby understood and agreed that: Th ispohcy is issued expresslysubjectto satisfactory responsesto the following within 7days ofthe inception date ofthis Policy. 'I. Confinnation 0fSUrpU$ lines details (including nan-loaddess, license number and expirydate). If the above deadline is not met this Policy will automatically becancelledand void with effect from Inception If wedeem the responses to be unsatisfactory, wemay`: 1. Cancel this Policy ab initio, or; 2. cancel this Policy asat such date and weshallbe entitled to the pro rala proportion ofthe pramium hereatior, 3, impose any additional terms condition,sexeluaionsoradditionalprernfumcharge aswemayrequire In the eventwe exercise our right to impose any additional lenns, condition,sexclusiens oradditional premium charge then you shall have therlghlto refuse to accept such additional lerms. conditions, exclusions or additional premium charge which will have the effect of cancelling this Policy as at the date such additional tenns, conditions, exolusionsor additional preen ihm change were imposed and we shall be entitled to the pro rata propodion ofthe premium hereon, All other terms and conditions remain unchanged. Dated September 9, 2015 vvvvv _asrentunderwritir rumen ASC ENT" U N D ERWRITING CertiflcateNumber ASD15DO01910 Named Insured County of Oakland aMichiganMunicipal&ConstitutiOnalCwporation Period of Insurance From September 1, 2015 To September 1, 2016 (both days at 12 01a.m Local Standard Time at the address shown of the Named Insured) Endorsement No. 1 Payment Card Industry Fines or Penalties Endorsement It Is hereby underslood and agreed that: t. The following Insuring Module is added under).WHAT WECOVER:INSURING MODULES PAYMENT CARD INDUSTRY FINES OR PENALTIES INSURING MODULE We shall pay on your behalf PaymentCard Industry fines or penalties inexcess ofyour deductible as stated within Item 4 of the Declarations, which you become legally obligated to pay as a result ofany claim firstmade agai nst you and notified by you to us in writing, in accordance with Section XI of this policy, during the policy period or any extended reporting period. If applicable, adsing solely from a privacy even,tor security event. 2. Item 3(A) ofthe Declarations is amended to include the following: PAYMENT CARD INDUSTRY FINES OR PENALTIES INSURING MODULE USO 1,000,000 Each claim and in the aggregate including claims expenses 3. Item 4 ofthe Declarations is amended to include the following: PAYMENT CARD INDUSTRY FINES OR PENALTIES INSURING MODULE: USO 100,000Each and every claim including claims expenses 4, It is agreed thatSectionVll.DEFINITIONS, is amended to include the following add itionaldefinitions: Payment Card Industry fines or penalties means direct monetary fines, pen altiesreimburseents, fraud recoveries or assessmerls owed by you a nderthe tennsof e Merchant SetvicesAgreementwitha cred It card association but only where such fines,penalkes, reimbucsnLnts, fraud recoveries or assessments arise because of your non-compliance with Payment Card Industry Data Security Standards Payment Card Industry fines or penalties does not include any charge backsinterchange fees, discount fees or pros pactive service fees, Credit card association (leans Visa, MasterCar,dAmel'ican Express, Discover, or JCB Payment Card Industry Data Security Standards means published and generally accepted security standards forthe Payment Card Indusny. 5, It is agreed that Paragraphs M and U, Section Vill. WHAT WE DO NOT COVER: EXCLUSION. are deleted in their entrety and replaced with the following, w vw asnentunderwritirm.= A AS C ENT Ly�:�11�1a/t�1� iemern.uueiiaaacnaa�r.�wt naaraum U N D ERWRITING M Any breach of any express implied a ctuolor con structive contract warranty guarantee or pro nise, or the liaWility of others assumed by you Linder any contract oragreemen;tbutthis exclusion does not apply to; 1. Any I iabi I fly or ob I (gation you would have in the absence of such writractor a greemen I; 2. UnintentionaI breach of contract, but onlywith respect to technology services; or 3. Abreach ofyourprivacypoIicy A. TotheextentthataclaimfaIIsunder the Pay mentCaIdIndustryFines orPenalties lnsuIII IgModule Any fi no or penalty arising out of any agreement by you to comply with or follow the Payment Card Ind usuy Standard or any Payment Gard Company Rules; or implement, maintain, or comply with Piny security measures or standards related to anypayrneritcarddataincluding, butnotlimited to, any fineoi penaIlyimposed byapaymentcardcot; pafly oil a merohanl bank or payment processor that you have paid or agreed to reimbuiso or indemnify. However, this exclusion shall not apply to civil penalties and fines to the extent insurable bylaw a rising out of an otherwisecovered claim under Insuring Module 7. This exclusionshall also not apply to Pay mept Cardindustry tines or penalties aristngsolelyfrom a privacy event, security event, or breach of privacy regulations. All other terms and conditions remain unchanged. Dated September g, 2015 www.ascanhrndarov Resolution #21144 April 29, 2021 Moved by Long seconded by Luebs the resolutions on the amended Consent Agenda be adopted. AYES: Charles, Gershenson, Hoffman, Jackson, Joliat, Kowall, Kuhn, Long, Luebs, Markham, McGillivray, Miller, Moss, Nelson, Powell, Spisz, Weipert, Woodward, Cavell. (19) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions on the amended Consent Agenda were adopted. t i HEREBY APPROVE THE FOREGOING RESOLUTION 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 April 29, 2021, 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 291h day of April, 2021. Lisa Brown, Oakland County