Sunnyvale City Council
September 29, 2026

1 CITY OF SUNNYVALE

SOFTWARE AS A SERVICE

CONTRACT ADDENDUM

1. Contract Documents and Order of Precedence.

The following documents shall govern the performance of the Scope of Work and the terms and conditions for the provision of the SaaS Software and Services (collectively, the “Contract Documents” or the “Agreement”) in the following order of priority:
a. This Addendum;
b. City of Sunnyvale Digital Accessibility Requirements Addendum (Exhibit “A); c. Provider Product and Services Agreement (Exhibit “B”); d. Provider Schedule (Exhibit “C”);
e. Provider Service Level Agreement (Exhibit “D”);
f. Provider Support and Maintenance Services (Exhibit “E”); g. Heartland Processing Agreement Terms and Conditions (Exhibit “F”); h. Insurance Requirements (Exhibit “G”)
If a conflict between the provisions of this Addendum and any of the above-referenced documents arises, the provisions of this Addendum will prevail. Notwithstanding any language to the contrary, none of the above-referenced documents will be construed to amend or modify the terms of this Addendum, except that the terms of Provider’s SaaS Software License/User Agreement (Exhibit “D”) shall control matters relating to intellectual property, licensing, and limitation of liability, except to the extent expressly modified by this Addendum.

To the extent Provider’s documents (Exhibit A and Exhibit D) reference “click to accept,” “browsewrap,” or similar terms that may be required for the City and/or Authorized Users’ access to and use of the SaaS Software and/or Provider’s website, platform, product, or program, such requirements shall not apply. No “terms of use,” “privacy policy,” or other user agreement or terms referenced therein or conditioned for use of the SaaS Software or Provider’s website, platform, product, or program shall apply. Only the provisions of this Agreement shall apply to City and/or Authorized Users for access thereto and use thereof. The Parties acknowledge that City and/or each Authorized User may be required to click “Accept” or otherwise signal agreement to such terms as a condition of access to or use of the SaaS Software or through the Provider’s website, platform, product, or program. The provisions of such agreements and other terms referenced therein shall be null and void for the City and/or each such Authorized User. The foregoing does not apply to the City’s own agreements and terms in the event the City chooses to have Provider include terms of use, terms or service, privacy policies, or similar requirements drafted and approved by the City.

2. Use of the SaaS Software.

Provider shall provide City with the Software as a Service Application and services as described in the Provider’s Proposal and attached hereto as Exhibit “A” and incorporated herein by reference (“SaaS Software”). The specifications, performance and functionality of the SaaS Attachment 1

2 Software shall comply in all respects with the requirements set forth in the Provider Proposal and any documentation for the SaaS Software (“Functional Requirements”). Subject to the terms and conditions of this Agreement, Provider hereby grants City and all its officials, officers, employees and agents (“Authorized Users”) a renewable, irrevocable (except as set forth herein), non-exclusive, royalty-free, and worldwide license to access, display, and execute the SaaS Software and related documentation during the Term of this Agreement and any renewals thereof, if any.

Services. Provider shall further provide City with implementation, project management, and training services in connection with the implementation of the SaaS Software and/or maintenance and support services as further described in Exhibit “A” (“Services”).

3. Accessibility.

Deleted.

4. Data and Security
a. Ownership of City Data.
“City Data” means all data, information, content, documents and other materials collected, used, maintained, processed, stored, or generated by or on behalf of the City and any Authorized User, including data resulting from the use of the SaaS Software or transmitted as part of obtaining any Service. The Parties agree that as between them, all rights, including all intellectual property rights, in and to the City Data and any derivative works of the City Data is the exclusive property of the City. b. Access to and Extraction of City Data.

City shall have access to City Data 24-hours a day, 7 days a week. Provider warrants that City shall be able to extract City Data from the SaaS Application on demand, but no later than 24hours of City’s request, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees to Provider), in a digital, reusable, platform independent and machine-readable file (including, without limitation, plain text files such as comma-delimited tables, extensible markup language, and javascript object notation). City Data that is stored in binary formats, including without limitation portable document format, JPEG, and portable network graphics files, shall be reproducible in the same format in which it was loaded into the SaaS Application. This reusable copy must be made available in a publicly documented and non-proprietary format, with a clearly-defined data structure and a data dictionary for all terms of art contained in the data.
c. Retention of City Data.

Provider shall retain and preserve City Data in accordance with the City’s instruction and requests, including without limitation any retention schedules and/or litigation hold orders provided by the City to Provider, independent of where the City Data is stored.

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3 d. Use of City Data.

Provider agrees to hold City Data in the strictest confidence. Provider shall not use or disclose City’s Data except as permitted or required by the Agreement or as otherwise authorized in writing by the City, or as required by law. Immediately upon receiving any request for City Data, and then again prior to any such disclosure to a third-party, Provider shall give written notice to the City of the request. Provider is given a limited non-exclusive license to use the City Data solely for performing its obligations under the Agreement and not for Provider’s own purposes or later use. Nothing herein shall be construed to confer any license or right to the City Data, including data mining or user tracking within the system, by implication, estoppel or otherwise, under copyright or other intellectual property rights, to any third-party. Unauthorized use of City Data by Provider, subcontractors or other third parties is prohibited. For purpose of this requirement, the phrase “unauthorized use” includes the data mining or processing of data, stored or transmitted by the service, for unrelated commercial purposes, advertising or advertising-related purposes, or for any purpose other than security or service delivery analysis that is not explicitly authorized by this Agreement. e. Data Security.

Provider shall use commercially reasonable efforts and comply with industry standards to establish and maintain a data privacy and information security program for City’s Data.

Such program shall include physical, technical, administrative, and organizational safeguards designed to: (i) ensure the security and confidentiality of the City Data; (ii) protect against any anticipated threats or hazards to the security or integrity of the City Data; (iii) protect against unauthorized disclosure, access to, or use of the City Data; (iv) ensure the proper disposal of City Data; and, (v) ensure that all of Provider’s employees, agents, and subcontractors, if any, comply with all of the foregoing requirements. f. Data Breach.

In the event of a data security breach, or any breach in which City Data and/or records may have been exposed to the public, Provider shall contact City within 24 hours, and shall work with City to coordinate security processes. Provider will cooperate with City and law enforcement agencies in any effort to notify injured or potentially injured parties, and such cooperation will be at Provider’s expense, except to the extent that the data security breach was caused by City or a third party for which Provider is not responsible under the Agreement.

Provider’s responsibility for the costs of providing security breach notifications shall not be limited by any disclaimer or limitation of liability in the Agreement. g. Data Hosting and Access.

The parties agree that all City Data shall be maintained on servers located in the continental United States unless otherwise agreed in writing by the parties. City Data shall be backed up by any means considered industry standard. City Data shall only be provided to the Provider’s resources, including contractors, sub-contracts, non- Attachment 1

4 employees, etc., for the express purpose of fulfilling the rights and responsibilities outlined in the Agreement. Further, City Data and/or records shall not be destroyed unless agreed to in advance by City or pursuant to the Agreement. City shall have access to its data and/or records upon request during normal business hours. Access to City Data shall include, but shall not be limited to, data extracts, feeds, and/or pulls. h. Payment Card Industry (“PCI”) Requirements.

If applicable to the Products and/Services provided, Provider represents and warrants that any system used by Provider and the software applications it provides for the purpose of performing services related to storing, processing, or transmitting payment cardholder data for the work performed in this Agreement shall be secured and certified to meet the Payment Card Industry Data Security Standard (“PCI-DSS”) and the Payment Application Data Security Standard (“PA-DSS”). Provider is responsible for the security of cardholder data possessed by it or its third-party transaction processor (if any). Provider shall comply with (or if applicable, shall ensure its third-party transaction processor complies with) and maintain all applicable PCI-DSS and PA-DSS requirements. Provider (or its third-party transaction processor, if applicable) shall submit to the City on an annual basis a PCI DSS Attestation of Compliance and/or Report of Compliance promptly upon City’s reasonable request.
i. Disaster Recovery.

Provider shall use commercially reasonable efforts and comply with industry standards related to disaster recovery. Provider shall notify City within twenty-four business hours and shall provide a timeline of when City can expect the resumption of normal business operation by the Provider.
j. Data Privacy.
(i) Identity. Provider is only permitted to use personal information for the express purposes permitted in the unless permitted by applicable law. Provider shall maintain policies and procedures designed to detect, prevent, and mitigate the risk of Identity Theft and shall comply with applicable privacy and identity theft regulations.
(ii) Health. If Provider has access to personally identifiable medical record information as defined under the Health Insurance Portability and Accountability Act of1996 (HIPAA), Provider shall vigorously safeguard privileged information.

Any personally identifiable medical record information that is provided by City to Provider under this Agreement shall be kept confidential and shall not be further disclosed without prior written approval of City.
k. Data Transmission.

Provider shall ensure that all electronic transmission or exchange of system and application data with City and/or any other parties expressly designated by City shall take place via encrypted secure means (e.g. HTTPS or SFTP or most current industry Attachment 1

5 standard established by NIST). Provider shall also ensure that all data exchanged shall be used expressly and solely for the purposes enumerated in the Agreement. Non- anonymized data shall not be distributed, repurposed or shared across other applications, environments, or business units of the Provider. Provider shall ensure that non-anonymized City Data of any kind shall not be copied, modified, destroyed, deleted, transmitted, exchanged or otherwise passed to other vendors or interested parties except on a case-by-case basis as specifically agreed to in writing by City. Provider is prohibited from accessing City Data from outside the continental United States.

5. Changes in Functionality.

During the term of this Agreement, Provider shall not reduce or eliminate functionality in the Services. Where Provider has reduced or eliminated functionality in the Services, City, in its sole election, shall: (i) have, in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement and be entitled to a return of any prepaid fees; or, (ii) determine the value of the reduced or eliminated functionality and Provider shall immediately adjust the Services fees accordingly on a prospective basis. Where Provider increases functionality in the Services, such functionality shall be provided to City without any increase in the Services fees.

6. Effect of Termination or Expiration.
a. Licenses.

On termination or expiration of this Agreement, all rights and licenses granted to City (as well as all rights granted to any Authorized Users of City) pursuant to this agreement will immediately cease, including but not limited to all use of the SaaS Software, subject to the transition requirements described in section 6(b).
b. Transition Requirements.
(i) Provider Transition Support.

Provider shall cooperate with City in transitioning services and provide to City and/or Successor Service Provider assistance requested by City to effect the orderly transition of the Services, in whole or in part. During the transition period, Provider shall continue to make available SaaS and City Data access without alteration. Such Transition Services shall be provided on a time and materials basis if the City opts to return to its own servers or City chooses a Successor Service Provider. Transition costs may include: (a) developing a plan for the orderly transition of the terminated SaaS Services from Provider to Successor Service Provider; (b) if required, transferring the City Data to Successor Service Provider; (c) using commercially reasonable efforts to assist City in acquiring any necessary rights to legally and physically access and use any third-party technologies and documentation then being used by Provider in connection with the Services; (d) using commercially reasonable efforts to make available to City, pursuant to mutually agreeable terms and conditions, any third-party services then being used by Provider in connection with the SaaS Services; and, (e) such Attachment 1

6 other activities upon which the Parties may agree. This Section shall survive the termination of this Agreement.
(ii) Return of City Data.

Upon expiration or termination of this Agreement for any reason, and regardless of whether there is any dispute relating to the Agreement, Provider will provide City will access to the SaaS Services for a period of ninety (90) days for the purpose of downloading all City Data. In addition to, or in lieu of, electronic download, City may request that Provider provide a complete copy of all City Data on encrypted physical media, to be securely shipped to a location designated by City, at no additional cost. Thereafter, upon written instruction of City, Provider and any of its third-party contractors shall completely destroy or erase all copies of City Data in any form.

7. Public Records.

Provider understands and acknowledges that this Agreement, all records related to its formation, payments by the City, City Data, and records related to Provider’s performance under the Agreement, among other things, may be public records subject to inspection and disclosure under federal, state, or local law including the California Public Records Act (Cal. Gov’t Code §§ 7920.000 et seq.). Upon request by the City, Provider shall promptly, and no later than five days after request, provide copies of any public record free of charge so that the City may respond to such requests within the time allowed by law. Provider shall fully cooperate and use its best efforts to facilitate compliance with any public records request that the City may receive.

8. Additional Warranties
a. SaaS Software Warranty.

Provider warrants that the SaaS Software will conform in all material respects to the Functional Requirements for a period of twenty-four (24) months (“Warranty Period”) following the date upon which the SaaS Software has completed user acceptance testing and is placed in use by City in a live production environment (“Go-Live”). Provider agrees to correct or replace, at no charge, any nonconformity of which it receives notice during the Warranty Period. In addition, Provider warrants that any customization and/or error correction to the SaaS Software will conform in all material respects to the Functional Requirements. This warranty is void if the City or any other third party intentionally changes or modifies the SaaS Software without the permission of Provider. b. Malware Warranty.

Provider warrants that the Software and any media used to distribute, access, or use that Software shall not contain any lock, counter, CPU reference, virus, worm, malware, device or other computer instructions or technological means capable of halting operations, erasing or altering data or programs, or otherwise intended to disrupt, damage, or interfere with the use of computers or related systems. Provider further Attachment 1

7 warrants that neither it, nor its agents, employees, or subcontractors shall insert any shutdown device following delivery of the Software (or any hardware) or Services. c. Compliance With Law.

Provider warrants that the Software and Services it provides under the Agreement will comply with all applicable laws, ordinances, codes and regulations, including those of the federal, state and local government.
d. Privacy Warranty.

If applicable to the Products and/or Services provided hereunder, Provider warrants that it and the Software and Services it provides under this Agreement for the use contemplated by the City complies with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government, as well as applicable international laws, concerning privacy, data security, data protection, and the processing of personally identifiable information, including, as now written or as may be amended, supplemented, or superseded from time to time, the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020 (Cal. Civ. Code §§ 1798.100 et seq.; Cal. Code Regs. tit. 11, §§ 7000 et seq.) (collectively, “CCPA”), the Consumer Protection Against Computer Spyware Act (Cal. Bus. & Prof. Code §§ 22947 et seq.), the Payment Card Industry Data Security Standard (PCI-DSS) and the Payment Application Data Security Standard (PA-DSS), the European General Data Protection Regulation (“GDPR”), Internal Revenue Service (IRS) Publication 1075, including the requirements that data not traverse networks located outside the United States, provisions of the Social Security Administration Document Electronic Information Exchange Security Requirement and Procedures for State and Local Agencies Exchanging Electronic Information with the Social Security Administration, and the provisions of the Criminal Justice Service Security policy. e. Service Warranty.

Provider shall provide a sufficient number of properly trained and competent staff to carry out the Services in a skilled and professional manner consistent with the best practices in the SaaS Software industry and in compliance with the Project Schedule. f. Remedies.

Provider agrees to make corrections of program malfunctions or errors which are reported in writing to Provider during the Warranty Period and which are necessary for the SaaS Software to conform to the warranties in the Agreement. City agrees to allow Provider the opportunity to make repeated efforts within a thirty (30) day time period to correct programming errors or malfunctions as warranted in this Agreement. Provider agrees that program malfunctions that result in an inoperable system resulting in a financial impact to the City, or inefficient workaround, will be given its highest priority with the problem corrected as soon as practicably possible, consistent with a high priority item under the SaaS Software Support and Maintenance Provisions, using its most Attachment 1

8 experienced and knowledgeable resources. Provider will strive to have any and all malfunctions resolved within no more than five calendar days.

9. Acceptance Testing; Final Acceptance.

All SaaS Software and Services shall be subject to acceptance testing by City to verify, to its reasonable satisfaction, that each deliverable conforms to the requirements of a particular phase or milestone as set forth in the Exhibit “A” hereto or with respect to the SaaS Software, that it conforms to the Functional Requirements in all material respects and does not contain errors. City and Provider will agree on a reasonable testing methodology for the SaaS Software.

Acceptance testing will not begin for any deliverable until sufficient data, as reasonably determined by City, has been converted and loaded into the SaaS Software or component thereof to enable City to test the functionality of the SaaS Software or any component thereof in a test environment that approximates a live production environment. If City determines that any SaaS Software deliverable or Services do not conform with the foregoing requirements, City shall promptly deliver to Provider a notice of non-conformity, and Provider shall work diligently to correct all nonconformities free of charge to City by issuing one or more error corrections or re- performing the defective Services. Each error correction shall be subject to additional acceptance testing by City. Notwithstanding the acceptance of any deliverable by City, such deliverable shall remain subject to the warranty obligations of Provider for the entire Warranty Period. “Final Acceptance” shall occur ninety (90) days after Go-Live provided that the SaaS Software is operating properly in accordance with all of the Functional Requirements and there are no material warranty issues that adversely impact the ability of City to operate the SaaS Software.

10. Infringement and Performance Breach Remedies.

If it is claimed that any software or other work furnished by Provider, whether first developed by Provider for the City or not, infringes any intellectual property right or is otherwise unlawful, Provider agrees to defend or settle any such claim or suit at Provider’s expense and to indemnify and hold the City harmless from any losses, damages or harm, including attorney’s fees and legal expenses, incurred as a result of such claim. Without the City’s prior written approval, Provider shall not accept any liability on the City’s behalf for the infringement, nor shall Provider reach a settlement that from the City perspective impairs the value or usefulness of the work that is the subject of the infringement claim. Provider will also pay all damages and costs that by final judgment, settlement or other resolution are assessed against the City due to such alleged or proven infringement and reimburse the City for any direct damages suffered by the City as a result of the infringement claim, including but not limited to attorney’s fees. Should Provider find, or be found, to have infringed on any intellectual property rights, Provider will procure; (i) a right for the City to continue using the applicable SaaS Software or Work Product, (ii) a solution to mitigate the infringement, or (iii) a product to replace the infringing product
that provides the functionality and complies with the specifications contained in the Contract Documents. The City shall not incur any additional costs related to the aforementioned remedies.

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9 11. Force Majeure and Disaster.
a. Liability.

No Party shall be liable for delay in the performance of its obligations under this Agreement if and to the extent such delay is caused, directly or indirectly, by: fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, or any other cause beyond the reasonable control of such Party (a “Force Majeure Event”). However, in the case of a Force Majeure Event, Provider shall immediately commence disaster recovery services as described in this Section 10.
b. Duration.

In a Force Majeure Event, the non -performing Party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so delayed in its performance shall immediately notify the Party to whom performance is due by telephone (to be confirmed in writing within two (2) days of the inception of su ch delay) and describe at a reasonable level of detail the circumstances causing such delay.
c. Effect.

If a Force Majeure Event substantially prevents, hinders, or delays performance of the Services as critical for more than fifteen (15) consecutive days, then at City’s option: (i) City may terminate any portion of this Agreement so affected and the charges payable hereunder shall be equitably adjusted to reflect those terminated Services; or (ii) City may terminate this
Agreement without liability to City or Provider as of a date specified by City in a written notice of termination to Provider. Provider shall not have the right to any additional payments from City for costs or expenses incurred by Contractor as a result of any force majeure condition that lasts longer than three (3) days. d. Recovery.

A Force Majeure Event shall not excuse Provider of its obligations for performing disaster recovery services as provided in this Section. In the event that a disaster or force majeure event occurs and Provider fails to restore the hosting services within 24 hours of the initial disruption to Services, City may, in its discretion, deem such actions to be a material default by Provider incapable of cure, and City may immediately terminate this Agreement. For purposes of this Agreement, a “disaster” shall mean an interruption in the hosting services or the inability of Provider to provide City with the SaaS Application and hosting services for any reason that could not be remedied by relocating the SaaS Application and hosting services to a different physical location outside the proximity of its primary Data Center.

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10 12. Publicity.

Without the City’s separate written authorization, Provider shall not use the City’s name, mark, emblem, logo, seal, insignia, trade or brand name, or any other term, symbol, or other proprietary rights or content of the City and shall not in any manner communicate or cause to be communicated to another person or entity a statement that reasonably could be interpreted or construed as stating or implying the City’s connection to, use of, or any approval or endorsement of Provider or any product, service, or thing Provider offers or does.

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EXHIBIT A

DIGITAL ACCESSIBILITY REQUIREMENTS ADDENDUM

I. Recitals

WHEREAS, CITY is committed to ensuring that its programs, services, and digital resources are accessible to individuals with disabilities;

WHEREAS, federal and California laws require public entities to provide individuals with disabilities equal access to programs, services, and activities, including those delivered through digital technologies;

WHEREAS, applicable laws include, but are not limited to, Title II of the Americans with Disabilities Act (42 U.S.C. § 12131 et seq.) and regulations thereof, including 28 C.F.R. part 35, as amended; Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794); Section 508 of the Rehabilitation Act (29 U.S.C. § 794d); California Government Code Section 11135; California Government Code Section 7405; and California Civil Code Section 51 (Unruh Civil Rights Act) (collectively, “Applicable Laws”); and

WHEREAS, CITY may procure or rely upon third‑party vendors to provide information and communication technology (ICT), including software, websites, applications, electronic documents, and digital services.

NOW, THEREFORE, the parties agree that the accessibility requirements set forth in this Exhibit apply to ICT products and services provided under the Agreement.

II. Definitions

Accessibility Barrier: Means any feature of an ICT product that prevents individuals with disabilities from accessing or using the product in a comparable manner.

Accessibility Conformance Report (ACR): Means documentation describing a product’s conformance with Accessibility Required Standards, produced using the Voluntary Product Accessibility Template (VPAT).

Accessibility Required Standards: Means the Web Content Accessibility Guidelines (WCAG) version 2.1 Level AA published by the World Wide Web Consortium (W3C), or a superseding standard required by the U.S. Department of Justice and/or a later version adopted by CITY.

Equally Effective Alternate Access: Means an alternative method of providing access to information or functionality for individuals with disabilities when a digital solution is not yet fully accessible.

Attachment 1

Information and Communication Technology (ICT): Includes, but is not limited to, websites, web applications, software systems, SaaS platforms, mobile applications, electronic documents, multimedia content, digital forms, and user interfaces.

III. Applicability

This Exhibit and Accessibility Required Standards shall apply to all ICT provided, developed, configured, maintained, hosted, or otherwise delivered under the Agreement.

Covered ICT includes, but is not limited to:

• Websites and web applications
• Software and SaaS platforms
• Mobile applications
• Electronic documents and forms including, but not limited to, PDF, Word, Excel, PowerPoint, HTML, and other electronic documents • Multimedia content
• Software user interfaces
• Customer or member portals
• Systems used by CITY employees or the public

Furthermore, this Exhibit and Accessibility Required Standards shall apply to:

• Newly developed systems
• Vendor‑hosted services
• Configuration changes affecting accessibility
• Software updates and upgrades

IV. Accessibility Standard

CONTRACTOR shall comply with the Applicable Laws and ensure that all ICT created, developed, provided, or otherwise delivered under the Agreement complies with the Applicable Laws and conforms to the Accessibility Required Standards, or a later version where reasonably feasible.

Accessibility shall be considered a material requirement of the Agreement.

Failure to meet these requirements may result in the withholding of payment, contract termination, or other remedies as deemed appropriate by CITY.

V. Accessibility Warranty

CONTRACTOR represents and warrants that the ICT provided under the Agreement has been designed and developed with accessibility in mind and that reasonable efforts have been made to ensure conformance with applicable Accessibility Required Standards.

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CONTRACTOR further warrants that accessibility has been incorporated into its development, testing, and quality assurance processes at all times during the term of the Agreement.

VI. Accessibility Documentation

CONTRACTOR shall provide documentation describing the accessibility of the ICT provided under the Agreement. At minimum, CONTRACTOR shall provide:

• Accessibility Conformance Report (ACR) using the Voluntary Product Accessibility Template (VPAT) or equivalent format
• Identification of the product version evaluated
• The date of the accessibility evaluation
• The testing methodologies used
• Known accessibility limitations
• Contact information for the party responsible for potential remediation of any accessibility barriers found by CITY

ACRs or VPATs older than twelve (12) months may be rejected by CITY unless CONTRACTOR provides written confirmation that the product’s user interface, accessibility features, and underlying code affecting accessibility have not materially changed since the evaluation.

If the product undergoes updates, upgrades, or material modifications that may affect accessibility during the term of this Agreement, CONTRACTOR shall provide updated accessibility documentation upon request.

VII. Accessibility Testing and Verification

A. As a component of CONTRACTOR’s scope of work, CONTRACTOR shall either:

1. VPAT. Contractor shall provide to City Contractor’s current CUI VPAT upon City’s reasonable request. Contractor agrees to include only statements that are truthful, free of material errors, and made following Contractor’s good faith effort to evaluate the compliance standards in the VPAT against the ICT evaluated. VPATs older than twelve (12) months may be rejected by the City unless Contractor provides written confirmation that the product’s user interface, accessibility features, and underlying code affecting accessibility have not materially changed since the evaluation. If the product undergoes any updates, upgrades, or material modifications that may affect accessibility during the term of this Agreement, Contractor shall provide updated accessibility documentation upon request. VPATs shall include sufficient details and information to the City’s satisfaction.

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B. CITY reserves the right to conduct accessibility testing of ICT provided under the Agreement and audit ICT for accessibility compliance at any time. CITY may require CONTRACTOR’s compliance with the Accessibility Required Standards to be evaluated by a third party selected by the City to attest that CONTRACTOR’s work product and software is in compliance with Applicable Laws.

Testing may include automated testing tools, manual accessibility review, or usability testing with assistive technologies. If testing identifies accessibility barriers, CITY may require CONTRACTOR to remediate such barriers in accordance with Section VIII of this Exhibit.

VIII. Accessibility Remediation

If accessibility barriers are identified, CONTRACTOR shall:

A. Acknowledge in writing the issue within a reasonable timeframe; B. Provide a remediation plan describing corrective actions, alternative solutions, or mitigation that has or can be undertaken; and C. Provide an estimated timeline for such remediation.

Unless otherwise agreed in writing, remediation shall be provided at no additional cost to CITY, except where the barrier results from modifications made by CITY or a third party not under CONTRACTOR’s control.

CONTRACTOR shall prioritize remediation of barriers that prevent individuals with disabilities from accessing core functionality or essential services.

IX. Accessibility Roadmap

If CONTRACTOR is aware of accessibility limitations that cannot be immediately remediated, CONTRACTOR shall provide an Accessibility Roadmap that includes:

• Description of the accessibility issue
• Current remediation status
• Planned remediation actions
• Estimated timeline for resolution
• Available workarounds or alternate access methods

X. Updates, Enhancements, and Regression Prevention

CONTRACTOR shall ensure that updates, patches, upgrades, or new versions of the ICT provided under the Agreement do not materially degrade accessibility.

If accessibility regressions occur, CONTRACTOR shall correct such regressions within a reasonable timeframe.

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XI. Equally Effective Alternate Access

If accessibility barriers cannot be immediately remediated, CONTRACTOR shall work with CITY to provide equally effective alternate access for affected users until remediation is completed.

Alternate access may include alternative workflows, accessible documentation, manual assistance processes, or replacement functionality.

XII. Acceptance and Payment

CITY may withhold acceptance of deliverables or final payment until (1) required accessibility documentation and/or certification is provided and (2) material accessibility barriers identified during acceptance testing have been addressed or an approved remediation plan has been established.

XIII. Failure to Remediate

Failure to address material accessibility barriers within a reasonable timeframe may constitute a breach of contract.

CITY reserves the right to pursue remedies available under the Agreement, including requiring remediation, withholding acceptance, withholding payment, or terminating the Agreement.

XIV. Indemnification

To the extent permitted by law, CONTRACTOR shall indemnify and hold harmless CITY, its officers, agents, and employees (collectively, “Indemnified Parties”), against any and all claims, demands, actions, causes of action, losses, damages, liabilities, known or unknown, and all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by any of the Indemnified Parties in relation to CONTRACTOR’s failure to comply with accessibility requirements under the Agreement or Applicable Laws.

XV. Survival

The obligations contained in this Exhibit shall survive termination or expiration of the Agreement for so long as the ICT provided under the Agreement continues to be used by CITY.

Attachment 1

Contract # 00142630
Version: 07/05/24
DC3 - Sensitive

PRODUCT AND SERVICES AGREEMENT

CLIENT INFORMATION

ORGANIZATION FULL
LEGAL NAME:

City of Sunnyvale ADDRESS: 456 W. Olive Avenue
Sunnyvale, CA 94086
CONTACT NAME: Kathleen Boutté Foster TELEPHONE: 408 – 730-3041 EMAIL: [email protected]

OVERVIEW OF AGREEMENT
This Agreement consists of this cover page, the Schedule, the General Terms, and the following Product Attachments:

Recreation and Membership Management Product Attachment

NOTE: If Client is tax exempt, certificate must be provided along with signed contract.

In consideration of the mutual promises and covenants contained in this Agreement, Client and Active hereby agree to be bound by this Agreement. By signing below, Client acknowledges and confirms that it has read this Agreement.

CITY OF SUNNYVALE SIGNATORY 1 CITY OF SUNNYVALE SIGNATORY 2

Signature: Signature:

Name: Name:

Title: Title:

Date:

Date:

CITY OF SUNNYVALE SIGNATORY 3 ACTIVE NETWORK, LLC

Signature: Signature:

Name: Name:

Title: Title:

Date:

Date:

EXHIBIT B
Attachment 1

Contract # 00142630
Version: 07/05/24 Page 1 of 7 General Terms DC3 - Sensitive Products and Services General Terms

Client’s relationship with Active and Client’s use of Active’s products and services (including Client’s licensing of Active’s SaaS, Client’s use of Services, and/or Client’s purchase or leasing of Hardware) are subject to the terms and conditions set forth herein and are between Client and Active. Capitalized terms are defined in Section 7 below, unless otherwise defined within the body of this Agreement, the applicable Product Attachment, or Schedule. In order to use the Products, Client must first agree to this Agreement. Client represents and warrants that Client has the necessary and full right, power, authority, and capability to accept this Agreement, to bind Client’s organization, and to perform Client’s obligations hereunder. Client can accept this Agreement by: ( c) by signing this Agreement, if there is a designated area to sign; Client may not use the Products and may not accept this Agreement if (i) Client is not of legal age to form a binding contract with Active, or (ii) Client is a person barred from receiving the Products under the laws of the United States or other countries, including the country in which Client is a resident or from which Client uses the Products. Client may not use the Products if Client does not accept this Agreement. By accepting this Agreement, Client agrees as follows:

1. AGREEMENT STRUCTURE AND SCOPE.

1.1. General Terms and Incorporation of Product Terms . This Agreement establishes the general terms and conditions to which the parties have agreed to in order to facilitate the licensing of the Products. Additional Product-specific terms and conditions are set forth in one or more documents referenced in the applicable Schedule, each of which is incorporated herein (each, a “ Product Attachment”). All references to the “ General Terms” mean this document, exclusive of Product Attachments and Schedules. Terms shall include Attachment A, Scope of Work. The Scope of Work shall include: the Service Level Agreement attached as Exhibit A and the Support and Maintenance Services terms attached as Exhibit B, Merchant Services Agreement attached as Exhibit C, and insurance requirements attached as Exhibit D.

1.2. Incorporation of Schedules. The parties may enter into new Schedules from time to time. Each Schedule incorporates the terms of these General Terms and the applicable Product Attachment.

1.3. Incorporation of EULAs. Client’s use of any Third-Party Products hereunder may be subject to, and Client will comply with, this Agreement and any applicable Third-Party EULA(s).

1.4. Incorporation of Exhibits. Client’s use of any payment processing services hereunder will be subject to, and Client will comply with, this Agreement and an applicable Exhibit(s).

1.5. Affiliates. Client’s Affiliates may order Products from Active (or one of Active’s Affiliates) by entering into a Schedule. In the event that a Client Affiliate enters into a Schedule with Active (or an Affiliate of Active), reference in this Agreement to “Client” and “Active” will mean the respective entity that accepts (as described in the Preamble) the applicable Schedule. Each such Schedule will be deemed to be a separate agreement.

2. FINANCIAL TERMS.

2.1. Payment Terms. Unless otherwise specified in the Schedule, all amounts owed by Client that are not directly collected by Active are due from Client within thirty (30) days from either (a) the end of the remittance cycle during which the fees accrued (if related to regist rations or transaction processing), or (b) the date of the applicable invoice. If the Agreement Effective Date is on or before the fifteenth (15th) day of the month, Active will invoice Clients on the fif teenth (15th), or on the following business day when such date falls on a weekend day. If the Agreement Effective Date is after the fifteenth (15th) day of the month, Active will invoice Clients on the first (1st) day of the following month, or on the following business day when such date falls on a weekend day. Notwithstanding the foregoing, Active shall invoice Client for fifty percent (50%) of total Service costs at Service initiation. The remaining fifty percent (50%) of th e total Service costs will be invoiced at Service completion..

2.2. Fees and Currency. Fees and currency, are specified in the applicable Schedule. Payment of fees is under no circumstances subject to, or conditioned upon, the delivery of future Products or functionality. In special circumstances, Active, in its sole discretion and upon thirty (30) days’ written notice to Client (which may be sent by email), shall have the right to further increase the transaction fees on an annual basis by an additional amount (the “Additional Increase”) provided that the Annual Fee Increase and the Additional Increase cumulatively do not exceed twelve and a half percent (12.5%) for transaction fees.

2.3. Additional Payment Terms. If Active reasonably believes that a transaction by Client, licensee, or End User, as applicable, may be fraudulent or otherwise contrary to law, Active may issue an invoice or offset an equivalent amount from Client’s account or any payment Active owes to Client and return the value to the End User (as set forth below) and if sufficient funds are not available, Client must reimburse Active on demand. Active will notify Client of the reason for such offset provided that it is lawful to do so.

2.4. Credit Card Surcharging. All fees described in the applicable Schedule are in consideration of the Products that Active provides. Active and Client acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agrees not to impose such a surcharge on any End User.

2.5. Taxes. The prices stated in this Agreement do not include Taxes. Client is responsible for, and agrees to pay, any and all required Taxes which may be assessed on Client’s invoices. If Client is tax-exempt, Client will send Active a copy of its valid tax-exempt certificate (or, as applicable, its reseller’s certificate) prior to execution of any Schedule. Client is solely responsible for determining which, if any, Taxes apply to End Users or licensees in connection with Client’s use of the Products and for collecting, remitting, and reporting the correct amounts of all such Taxes to the applicable governmental authorities, ev en if Active provides Client with tools that assist Client in doing so. In the event that a gover nmental authority requires Active to pay any Taxes attributable to Client’s use of the Products, to the extent not prohibited by law, Client agrees to defend, indemnify, and hold Active harmless from all such Taxes and all costs and expenses related thereto. Active reserves the right to modify this section and apply all required Taxes to this Agreement upon providing a thirty (30) day written notice t o Client in order to comply with applicable laws. When Active is acting as the payment facilitator and Client elects to include an additional fee in the End Users’ cart that is identified as a “sales tax” or similar designation, then, no more frequently than once per calendar year during the Term of the Agreement, Active may, upon at least five (5) business days’ prior written notice, (a) require Client to send to Active Client’s books and records related to its sales tax payments, and/or (b) visit C lient’s premises during Client’s normal business hours to review Client’s sales tax payments.

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3. LIMITED RIGHTS AND OWNERSHIP; INDEMNIFICATION; CONFIDENTIALITY.

3.1. Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Active and its licensors. Client acknowledges that: (a) a ll Protected Materials are licensed and not sold; (b) Client acquires only the right to use the Products in accordance with this Agreement, and Active and/or its licensors will retain sole and exclusive ownership of and all right, title, and interest in the Products, including the following: (i) all Intellec tual Property embodied or associated with the Products, (ii) all deliverables and work product associated with the Products, and (iii) all copies and derivative works thereof; and (c) the Products, including the source and object codes, logic, and structure, contain and constitute valuable trade secrets of Active and its licensors. Notwithstanding any other provision in this agreement, Client retains all rights, title, and interest to (a) Client Data, (b) deleted, (c) any materials, content, or information provided by or on behalf of Client, and (d) any feedback, suggestions, or other input provided by Client regarding Active’s products and services. Active may access and use Client Dat a solely as necessary to pro vide and maintain the Services set forth in this Agreement, to prevent or address technical problems, and as otherwise expressly permi tted by this Agreement. Active shall not use or access Client Data or Client’s customer information except as necessary to provide the Services set forth in this agre ement, and nothing in this Agreement transfers ownership of Client Data to Active. Nothing in this Agreement shall be construed to transfer ownership of Client Data to Active.

3.2. Restrictions. Unless otherwise set forth in a EULA, Product Attachment, or Schedule, Client will not itself, or through any Affiliate, empl oyee, consultant, contractor, agent, or other third party: (a) sell, resell, distribute, host, lease, rent, license, or sublicens e, in whole or in part, the Protected Materials; (b) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer, or otherwise attempt to derive source code, al gorithms, tags, specifications, architecture, structure, or other el ements of the Products in whole or in part, for competitive purposes or otherwise; (c) allow access to, provide, divulge, or make available the Protected Materials to any user other than those who are licensed pursuant to this Agreement to have such access; (d) write or develop any derivative works based upon the Products; (e) modify, adapt, translate, or otherwise make any changes to the Products or any part thereo f; (f) use the Protected Materials to provide processing services to third parties, or otherwise use the same on a service bureau basis; (g) disclose or publish, without Active’s prior written consent , (i) performance or capacity statistics, or the results of any benchmark test performed on the Products , or (ii) the terms (but not the existence) of this Agreement or other valuable trade secrets of Active or its licensors; (h) without Active’s prior written consent, perform or disclose or cause t o be performed or disclosed any information related to any security penetration or similar tests; (i) disclose or otherwise use or copy the Protected Materials except as expressly permit ted herein; (j) remove from any Products identification, patent, copyright, trademark, or other notices or circumvent or disable any security devices’ functionality or features; (k) contest or do or aid others in contesting or doing anything which impairs the validity of any proprietary or Intellectual Property rights, title, or interests of Active in and to any Products; (l) use the Products for other than authorized and legal purposes, consistent with this Agreement and all applicable laws, regulations, and the rights of others; (m) take any steps to avoid or defeat the purpose of security measures associated with the Products, such as sharing of login and password information, or attempt to circumvent any use restriction s; or (n) except as expressly permitted by this Agreement, use the Protected Materials for hosting purposes. Further, Client will: ( o) not use the Products to transmit, publish, or distribute any material or information: (i) for which Client does not have all necessary rights and licenses, including any material or information that infringes, violates, or misappropriates the Intellectual Property rights of any third party; (ii) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the Products; (iii) that is inaccurate or misleading; (iv) that is or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable; (v) that contains a virus or malicious code; or ( vi) that includes the private informa tion of another without express permission, including but not limited to contact information, social security numbers, credit card nu mbers or other information which a reasonable person would consider private in nature; ( p) not attempt to gain access to any systems or networks that connect to the Products except for the express purpose of using the Products for their intended use; (q) not engage in any activity that interferes with or disrupts the Products; and (r) not use the Products in violation of the CAN -SPAM Act, Canadian Anti -Spam Legislation, or any other applicable laws pertaining to unsolicited email, SMS, text messaging or other electronic communications.

3.3. Enforcement. Client will (a) ensure that all Client users of Products comply with the terms and conditions of this Agreement; ( b) promptly notify Active of any actual or suspected violation thereof; and (c) cooperate with Active with respect to any investigation and enforcement of this Agreement.

3.4. Active Indemnification. Active agrees to defend, settle, and pay damages (including reasonable attorneys’ fees) (“Client Losses”) relating to any third party claim, demand, cause of action, or proceedings (whether threatened, asserted, or filed) (“Claim(s) Against Client”) against Client to the extent that such claim is based upon Active’s proprietary Products (excluding Professional Services and Third Party Products) directly infringing a United States patent, registered United States copyright, or registered United States trademark, provided that the Products are used in compliance with this Agreement; provided Client shall (i) promptly give Active written notice of the Claim Against Client; provided, however, that Client’s failure to give or delay in giving such notice to Active shall not relieve Active of any liability it may have to Client except to the extent that Active demonstrates that the defense of such Claim Against Client is prejudiced thereby, (ii) gives Active so le control of the defense and settlement of the Claim Against Client; provided that Active may not settle any Claim Against Client without Client’s prior written consent unless such settlement includes a complete and final release of liability and Client Losses against Client and does not impose any obliga tions on Client, and (iii) gives Active all reasonable assistance, at Active’s expense.

3.5. Infringement. Active shall have no liability or obligation under Section 3.4 above or otherwise to the extent a Claim Against Client is bas ed upon (i) use of the Products in combination with software or hardware not provided by or specified by Active in the Documentation, if infringement would have been avoided in the absence of such combination; (ii) modifications of the Products made by any individual or entity other than Active or at Active’s wri tten direction; or (iii) use of the Products by Client or any User in a manner not expressly permitted by the Agreement. If Active has reason to believe that the Products may infringe or misappropr iate any third party Intellectual Property right or otherwise give rise to an infringement or misappropriation Claim Against Client , Active may in its sole discretion and at no cost to Client (a) modify the Products so that they no longer infringe or misappropriate or (b) obtain a license for Client’s continued use of that Products in accordance with this Agreement. If Active determines (a) and (b) above are not reasonably practicable, Active may (x) terminate Client’s subscriptions for the Products, if app licable, or (y) terminate this Agreement, if Client is not using the Products on a subscription basis, upon thirty (30) days’ writt en notice and Active will refund to Client any prepaid fees covering the remainder of the Term (as defined in the applicable Product Attachment) of the subscription(s). Active’s de fense and indemnification obligations in Section 3.4 above do not apply to the extent a Claim Against Client arises from Client’s breach of this Agreement.

3.6. Client Indemnification. To the extent not prohibited by law, Client will defend Active, and hold Active and its Affiliates and their respective employees, directors, successors and permitted assigns harmless, against any claim, action, regulatory action, demands, lawsuit or proceedings (whether threatened, asserted, or filed) made or brought against Active by a third party to the extent that such claim is based upon (a) any actual, alleged or anticipated breach by Client of this Agreement; (b) injury or death to a person or damage to property resulting from the participation in an Event (as defined in the applicable Product Attachment) operated by Client in connection with the Products; (c) Client’s provision to Active of materials, products, or services as part of Client’s obligations hereunder that infring e the Intellectual Property rights of any third party provided that such materials, products, or services are used by Active in accordance with t he Agreement; (d) use or unauthorized disclosure of Participant Information by Client or other third parties to whom access is give n to Participant Information as provided hereunder; (e) Client’s use of the Attachment 1

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Version: 07/05/24 Page 3 of 7 General Terms DC3 - Sensitive Products in violation of Section 3.2 (Restrictions) of these General Terms; and/or (f) any claims for refunds or chargeback requests from End Users (“Claim(s) Against Active”). To the extent not prohibited by law, Client will indemnify Active from any damages, liabilities, losses, expenses, fines, pen alties and/or judgments, attorney fees and costs finally awarded against Active as a result of, or for any amounts charged to Acti ve, recoverable from Active and/or paid by Active under a Client and court-approved settlement of, a Claim Against Active (“Active Losses”); provided Active (i) promptly gives Client written notice of the Claim Against Active; provided, however, that Client shall not be excused from its indemnification obligations unless a delay in providing such notice impairs Client’s ability to defend the Claim Against Active; (ii) gives Client sole control of the defense and settlement of the Claim Against Active (except that Client may not settle any Claim Against Active unless it unconditionally releases Active of all liability), and (iii) gives Client all reasonable assistance, at Client’s expense. The above defense and indemnification obligations do not apply to the extent a Claim Against Active arises from Active’s breach of this Agreement.

3.7. Sole Remedy. This “Mutual Indemnification” Section states the indemnifying party’s sole liability to, and the indemnified party’s exclusiv e remedy against, the other party for a third-party claim that constitutes either a Claim Against Client or a Claim Against Active as described in this Section.

3.8. Definition of Confidential Information. During the Term (as defined in the applicable Product Attachment) of this Agreement and for a period of three (3) years after the expiration of or the termination of this Agreement each party acknowledges and agrees that “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Client includes Client data; Confidential Information of Active includes the Products; and Confidential Information of each party, solely by way of illustration, and not in limitation, shall include the following information: the terms and conditions of this Agreement (including pricing), fin ancial data, plans, forecasts, Intellectual P roperty, methodologies, as well as business and marketing plans, technology and technical information, product plans and designs, Cli ent information, strategic analyses and business processes, in each instance disclosed by such Disclosing Party or any of its Representatives regarding it and its Affiliates. However, Confidential Information does not include any information that the Receiving Party can demonstrate (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidence by prior documentation or tangible embodiments of such information

3.9 Protection of Confidential Information. Each party (“Receiving Party”) agrees to use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) to:
(i) not use any Confidential Information of the other party (“Disclosing Party”) for any purpose outside the scope of this Agreement; and (ii) limit access to such Confidential Information to its employees, officers, directors, agents, representatives, contractor s, and affiliates (collectively, “Representatives”) who need access for purposes consistent with this Agreement and who are bound by confidentiality obligations no less protective than those contained herein.

Neither party shall disclose the terms of this Agreement to any third party other than its Representatives without the other party’s prior written consent; provided, however, that each party remains responsible for its Representatives’ compliance with this Section

3.10 Required Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Di sclosing Party’s Confidential Information as part of a civil proceeding to whi ch the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reim burse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information. Notwithstanding any other provision of this Agreement, Active acknowledges that City is a public entity subject to the California Public Records Act (“CPRA,” Cal. Gov’t. Code § 792 0.000 et seq.) and agrees that City may disclose information related to this Agreement, including this Agreement itself and its price and payment terms, as required by the CPRA (Cal. Gov’t. Code § 7928.801) without Active’s consent or approval.

3.11 Active shall implement and maintain administrative, physical, and technical safeguards that meet or exceed industry stan dards to protect the security, confidentiality, and integrity of the Products and prevent unauthorized use, access, or disclosure.

3.12 Active agrees to provide Client with the most current VPAT compliance report for the ActiveNet Consumer User Interface (CUI) upon request for web and mobile applications. Active has achieved and intends to maintain compliance with WCAG 2.1 Level AA standards for the CUI. ActiveNet to maintain compliance with WCAG standards as required by US DOJ and/or any other regulatory agency.

3.13. Active shall promptly notify Client of any confirmed or suspected unauthorized access to, use of, or disclosure of Client Data. Notice shall include available details regarding the nature of the incident, data affected, corrective actions taken, and steps Active is taking and will take to prevent reoccurrence. The parties will fully cooperate with each other to investigate and remediate any such incident.

4. DISCLAIMERS AND LIMITATION OF LIABILITY.

ACTIVE REPRESENTS AND WARRANTS THAT:
(A) THE PRODUCTS AND SERVICES WILL SUBSTANTIALLY PERFORM IN ACCORDANCE WITH THE DOCUMENTATION AND SPECIFICATIONS PROVIDED BY ACTIVE;
(B) THE PRODUCTS AND SERVICES WILL BE PROVIDED IN A PROFESSIONAL AND WORKMANLIKE MANNER CONSISTENT WITH INDUSTRY STANDARDS; (C) THE PRODUCTS AND SERVICES WILL INCLUDE AND MAINTAIN REASONABLE ADMINISTRATIVE, PHYSICAL, AND TECHNICAL SAFEGUARDS TO ENSURE THE SECURITY, CONFIDENTIALITY, AND INTEGRITY OF THE PRODUCTS , IN COMPLIANCE WITH APPLICABLE LAWS; AND (D) ACTIVE HAS ALL NECESSARY RIGHTS, LICENSES, AND AUTHORITY TO PROVIDE THE PRODUCTS AND SERVICES TO THE CLIENT. EXCEPT AS

EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY LAW, THE PRODUCTS AND SERVICES ARE OTHERWISE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ACTIVE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ACTIVE’S TOTAL

AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID BY CLIENT TO ACTIVE FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) $250,000.

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IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SUCH AS LOST PROFITS OR DATA LOSS, EXCEPT WHERE CAUSED BY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR DATA PROTECTION OBLIGATIONS.

4.1. TO THE EXTENT THIS AGREEMENT IS GOVERNED BY ENGLISH LAW, THE FOLLOWING APPLIES: ACTIVE IS LIABLE UNDER APPLICABLE STATUTORY PROVISIONS FOR INTENT AND GROSS NEGLIGENCE. THE SAME APPLIES TO ASSUMPTIONS OF GUARANTEES, STRICT LIABILITY, OR INJURY TO LIFE, LIMB, OR H EALTH. ACTIVE IS LIABLE FOR ANY NEGLIGENT BREACHES OF ESSENTIAL CONTRACTUAL OBLIGATIONS BY ACTIVE BUT THE AMOUNT SHALL BE LIMITED TO THE TYPICALLY OCCURRING FORESEEABLE DAMAGE. ANY ADDITIONAL LIABILITY OF ACTIVE IS EXCLUDED.

4.2. TO THE EXTENT THIS AGREEMENT IS GOVERNED BY AUSTRALIAN LAW, THE FOLLOWING APPLIES: EXCEPT AS EXPRESSLY PROVIDED IN THIS

AGREEMENT AND EXCEPT FOR ANY CONDITION OR WARRANTY , THE EXCLUSION OF WHICH COULD BE VOID OR OTHERWISE CONTRAVENE THE TRADE PRACTICES ACT 1974 (CTH) OR ANY OTHER APPLICABLE LAW (“ NON EXCLUDABLE CONDITION”), ALL SOFTWARE AND SERVICES OF ACTIVE ARE PROVIDED TO CLIENT ON AN “AS -IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING , WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR ANY NON-EXCLUDABLE CONDITION OR

OTHERWISE AS CONTAINED IN THIS AGREEMENT, ACTIVE EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE USE OF ITS SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SPECIFICATIONS WILL MEET CLIENT’S REQUIREMENTS. WHERE LEGISLATION IMPLIES INTO THIS AGREEMENT ANY NON-EXCLUDABLE CONDITION, ACTIVE’S LIABILITY FOR ANY BREACH OF SUCH NON-EXCLUDABLE CONDITION WILL BE LIMITED AT ACTIVE’S SOLE DISCRETION TO ONE OR MORE OF THE FOLLOWING: (1) IN THE CASE OF GOODS, ANY ONE OR MORE OF THE FOLLOWING: (I) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; (II) THE REPAIR OF THE GOODS; (III) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR (IV) THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; (2) IN THE CASE OF SERVICES: (I) THE SUPPLYING OF THE SERVICES AGAIN; OR (II) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AG AIN. (B) ACTIVE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL OR PUNITIVE DAMAGES INCLUDING WIT HOUT

LIMITATION DAMAGES FOR LOST PROFIT, LOSS OF GOODWILL, WORK STOPPAGE, DATA LOSS, ANTICIPATED SAVINGS OR COMPUTER FAILURE

WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF ACTIVE OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH LOSS OUGHT REASONABLY TO HAVE BEEN IN THE CONTEMPLATION OF THE PARTIES AT THE AGREEMENT DATE. DESPITE ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, ACTIVE’S TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM OR RELATED TO

THIS AGREEMENT IS LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT AS CONSIDERATION FOR THE SOFTWARE AND SERVICES GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE LESS ANY AMOUNTS PAID BY ACTIVE WITH RESPECTIVE TO LIABILITIES UNDER THIS AGREEMENT.

4.3. FOR THE PURPOSES OF THIS SECTION 4 AND ANY INDEMNIFICATION PROTECTING ACTIVE UNDER THIS AGREEMENT, REFERENCE TO ACTIVE WILL ALSO INCLUDE ITS SUPPLIERS AND LICENSORS.

5. TERM AND TERMINATION.

5.1. Term. The Term (as defined in the applicable Product Attachment) for each Product offered under this Agreement will be as set forth in the applicable Product Attachment. This Agreement will continue until either party terminates all Schedules and Product Attachment as provided hereunder.

5.2. Termination. Either party may terminate this Agreement, including any or all Product Attachments and Schedules executed hereunder, immediately upon written notice: (a) in the event that the other party commits a non -remediable material breach of this Agreement and/or the applicable Product Attachment or Schedule, or if the other party fails to cure any remediable material breach or provide a written plan of cure accept able to the non -breaching party within thirty (30) days of being notified in writing of such breach, except for breach of Section 2 of these General Terms which will have a ten (10) day cure period; or (b) in the event of institution of bankruptcy, receivership, insolvency, reorganization, or other similar proceedings by or against either party under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar laws or statu tes of the United States or any state thereof, if such proceedings have not been dismissed or discharged within thirty (30) days after they are instituted; or the insolvency or making of an assignment for the benefit of creditors or the admittance b y either party of any involuntary debts as they mature or the institution of any reorganization arrangement or other readjustment of debt plan of either party not involving the United States Bankruptcy Code. Where a party has the right to terminate this Agreement, such party may at its discretion either terminate the entire Agreement or the applicable Product Attachment or Schedule; provided however, that termination of a Product Attachment will automatically terminate all Schedules entered into pursuant t o such Product Attachment. Product Attachments and Schedules that are not terminated will continue in full force and effect under the terms of this Agreement. Following termination of this Agreement or a Product Attachment (for whatever reason), if requested by Active, Client will certify that it has returned or destroyed all copies of the applicable Protected Materials and acknowledges that its rights to use the same are relinquished. Except for the refund of prepaid fees set forth in Section 3.5 (Infringement), as applicable, termination for any reason will not excuse Client’s obligation to pay in full any and all amounts due, nor will termination by Active result in a refund of fees paid. In the event of termination, Active agrees to reasonably cooperate with Client to maintain and transition Client data.

5.3 Suspension. Active will be entitled to suspend any or all Products or deactivate Client’s account, including suspending its performance a nd obligation to remit payments hereunder, upon thirty (30) days’ written notice to Client including explanation and steps for remediation and cure in the event Active reasonably believes that Client is in breach of this Agreement, Client’s use of the Products is not in compliance with applicable law or the Agreement, is fraudulent, or is otherwise suspect, or if there is a dispute as to the legal authority of a Client-associated party to perform hereunder. Further, Active, in its sole discretion, may terminate Client’s password, accounts (or any part thereof), and/or Client’s right to use the Products, and remove and discard any and all of Client’s content within the Products, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due Active. Upon thirty (30) days’ written notice to Client including explanation and steps for remediation and cure, Active deactivate Client’s account and all related content and files related to Client’s account and/or bar any further access to such files or Products. Further, Client agrees that Active shall not be liable to Client or any third part y for any termination of use of or access to the Products. All provisions of this Agreement that by their nature should survive termination of Client’s right to use the Products shall survive (including, without limitation, all limitations of liability, releases, indemnification obligations, disclaimers of warranties and Intellectual Property protections and licenses).

6. GENERAL PROVISIONS.

6.1. Force Majeure. Neither party will incur any liability to the other party on account of any loss, claim, damage, or liability to the extent resulting from any delay or failure to perform all or any part of this Agreement, if and to the extent such delay or failure is caused, in whole o r in part, by events, occurrences, or causes beyond Attachment 1

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Version: 07/05/24 Page 5 of 7 General Terms DC3 - Sensitive the reasonable control and without any negligence on the part of the party seeking protection under this subsection, includin g internet service provider or third party payment delays or failures, acts of God, strikes, lockouts, riots, acts of war, terroris m, earthquake, fire, or explosions. Dates by which performance obligations are scheduled to be met will be extended for a time equal to the time lost due to the delay so caused. Active shall use commercially reasonable efforts to mitigate the effects of any Force Majeure event and to resume performance as soon as practicable. Failures of Active’s subcontractors, hos ting providers, or suppliers shall not constitute a Force Majeure event unless such failures were themselves caused by a Force Majeure event and could not have been prevented or mitigated thr ough Active’s due diligence, contingency planning, and disaster recovery planning.

6.2. Assignment. Active may assign this Agreement and any or all of its rights and obligations herein upon written notice delivered to Client and Client’s subsequent approval, which shall not be unreasonably withheld. Client may not resell, assign, or transfer any of its rights or obligations under this Agreement except as expressly provided herein, and any attempt to resell, assign, or transfer such rights or obligations without the prior written consent of Active will be null and void.

6.3. Change of Control. Client will cause each Schedule hereunder to be assigned to (a) the purchaser of all or substantially all of Client’s assets or equity securities or (b) to any successor by way of merger, consolidation, or other corporate reorganization of Client ((a) and (b) together, a “Change of Control”). Client will provide written notice to Active of any proposed or completed Change of Control as soon as permissible and in any event within five (5) days of the public announcement or close of the transaction, whichever occurs first. Within the thirty (30) day period following such notice, Active will have the right to immediately terminate each applicable Schedule if Active determines, in its reasonable good faith discretion that the purchaser or assignee is a competitor of Active or a party with whom Active does not want to do business. Client agrees to require that the purchaser or assignee (as outlined in this Section 6.3) agree, in writing, to be bound by the terms and conditions of the Agreement and each applicable Schedule.

6.4. Export; Anti-Bribery. The Products may include encryption software or other encryption technologies that may be controlled for import, transfer, export, or other purposes under Export Laws. Client may not export, re-export, transfer, or re-transfer or assist or facilitate in any manner the export, re-export, transfer, or re-transfer of, or provide access to, any portion of the Products in violation of Export Laws, as determined by the laws under which Client operates, including: (a ) to any country on Canada’s Area Control List; (b) to any country subject to U.N. Security Council embargo or action; (c) contrar y to Canada’s Export Control List Item 5505; (d) to countries subject to U.S. economic sanctions and embargoes; and (e) to persons or entities prohibited from receiving U.S. exp orts or U.S.-origin items, including, to any person or entity appearing on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List; the Bureau of Industry and Security's Denied Persons List, Entity List, or Unverified List; or the Department of State Debarred List. Client hereby represents and covenants that: (i) Client is eligible to access the Products under Export laws and all other applicable laws; and (ii) Client will import, export, re-export, transfer, or re-transfer the Products to, or use or access the Products in, any country or territory only in accordance with Export Laws and all other applicable laws. Furthermore, Client h ereby represents and covenants that, in connection with its respective activities conducted under this Agreement, it will comply wi th the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K.

Bribery Act of 2010, as amended, and the Convention on Combating Bribery of Foreign Public Officials and has not, and will not, make or receive, directly or indirectly, any payments or gifts, or offers or promises of payments or gifts or things of value in exchange for anything that may arise out of this Agreement in a manner that would violate these laws and rules or any other applicable anti-corruption or anti-bribery laws or regulations.

6.5. Notices. Any notices required to be given under this Agreement will be in writing sent to the address on file with Active for Client or, in the case of Active, to the address set forth in Section 7 of these General Terms to the attention of Legal Department. Notices will be deemed received the next day if sent via overnight mail or courier with confirmation of receipt, or three (3) days after deposited in the mail sent certified or registered.

6.6. Relationship. This Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relati onship. Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor.

6.7. Severability. If any part or provision of this Agreement is held to be unenforceable, illegal, or invalid by a court of competent jurisdiction for any reason whatsoever, (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including all portions of any pro visions containing any such unenforceable provision that are not themselves unenforceable) will not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the unenforceable, illegal, or invalid provision will be deemed modified and replaced by a provision that approximates the intent and economic effect of the unenforceable, illegal, or invalid provision and this Agreement will be deemed amended accordingly.

6.8. Survival. The following provisions will survive any termination, cancellation, or expiration of this Agreement: Sections 1, 2, 3.2, 3.5, 3.6, 3.7, 3.8, 3.9, 4, 5.2, 6, and 7 of these General Terms, and such other provisions that should reasonably survive termination, cancellation, or expiration hereof.

6.9. Amendments; No Waiver. No amendment or waiver of any provision of this Agreement will be effective unless it is in writing and signed by both parties.

6.10. Entire Agreement. This Agreement constitutes the parties’ entire agreement relating to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written communications, agreements, requests for proposals, proposals, conditions, representations, a nd warranties, or other communication between the parties relating to its subject matter as well as any prior contractual agreements between the parties. All pre -printed terms of any Client purchase order, business processing document, or on-line terms will have no effect. There have been no material representations or statements by any person or party to this Agreement as an inducement for a party hereto to accept this Agreement other than what is expressly set forth in writing herein.

6.11. No Third-Party Beneficiaries. This Agreement is for the benefit of the parties and their successors and permitted assigns, and does not confer any rights o r benefits on any third party, including any employee of a party, any client of a party, or any employee of a client of a party . Notwithstanding the above, the parties acknowledge that all rights and benefits afforded to Active under this Agreement will apply equally to its licensors and supp liers, and the owner of the Third-Party Products with respect to the Third-Party Products, and such third parties are intended third party beneficiaries of this Agreement, with respect to the Third-Party Products as applicable.

6.12. Governing Law and Venue. Except as set forth below, this Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law provisions thereof and as applicable under United States federal law. The parties irrevocably agree that any legal action or proceeding relating to this Agreement will be instituted only in any state or feder al court in Santa Clara County, California. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. THE PARTIES HERETO IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. Notwithstanding the above, for purposes of this Attachment 1

Contract # 00142630
Version: 07/05/24 Page 6 of 7 General Terms DC3 - Sensitive Agreement, certain of the terms and conditions will vary depending on the location of the Client. If a country or term is not specified below, then the Governing Law and Venue set forth above shall apply.

If Client’s principal place of business is in: The governing law is: The courts having exclusive jurisdiction are:

Canada Province of British Columbia Province of British Columbia United Kingdom, Ireland, Germany, France,
or Austria

England England
Singapore Singapore Singapore
New Zealand England England
Hong Kong Hong Kong Hong Kong
Australia New South Wales Sydney, New South Wales
Switzerland England England
Denmark England England
Netherlands England England
Spain England England
Sweden England England

6.13 Order of Precedence. Deleted

6.14 Interpretation. Any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time. The headings and pronouns contained herein are for convenience and ease of reference only and will not affect the construction or in terpretation of this Agreement. The word “including” in this Agreement means “including, without limitation.” All references to days means calendar days. This Agreement will not be con strued in favor of or against a party based on the author of the document.

6.15 Counterparts. These General Terms and each Product Attachment, Schedule, and any exhibits thereto may be executed in one or more counterpar ts, each of which will constitute an enforceable original of this Agreement, and the parties agree that electronic or digital signatures, as well as PDF scanned copies of signatures, will be as effective and binding as original signatures.

6.16 Remedies Cumulative; Injunctive Relief. All rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the parties, whether provided by law, equity, statute, in any other agreement between the parties or otherwise. Furthermore, in the event of a breach or threatened breach of the Intellectual Property obligations in this Agreement, Active, in addition to any and all other rights (at law or in equity) which may be available, will have the right of injunctive relief and other appropriate equitable remedies to restrain any such breach or t hreatened breach, without the requirement of posting a bond.

6.17 U.S. Government Restricted Rights. The Products are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (b)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227 -19, as applicable. The Manufactu rer is Active Network, LLC or one of its Affiliates or subsidiaries.

7. DEFINITIONS.

“Active” means Active Network, LLC, or, if Client’s principal place of business is in Canada, The Active Network, Ltd., together with their Affiliates, with an office located at 3400 N. Central Expressway, Suite 300, Richardson, TX 75080.

“Affiliates” of a designated corporation, company, partnership, or other entity means all entities which control, are controlled by, or are under common control with the named entity, whether directly or through one or more intermediaries. For purposes of this definit ion “controlled” and “control” mean ownership of more than 50% of the voting capital stock or other interest having voting rights with respect to the election of the board of directors or similar governing authority.

“Agreement” means these General Terms, together with all Product Attachments and Schedules accepted by the parties (as described in the Preamble).

“Client” means the individual who accepts this Agreement (as described in the Preamble) and any business entity on behalf of which s uch individual accepts this Agreement.

“Documentation” means the user instructions, release notes, manuals, or on -line help files in the form generally made available by Active, regarding the use of the applicable Products, as updated by Active from time to time.

“Effective Date” means the date of last signature on page one of this Agreement.

“End Users” means users who register for, sign up, or otherwise use the Products in connection with the Events (as defined in the applicable Product Attachment).

“Export Laws” means export control laws and regulations of the countries and/or territories in which Active operates or in which the Products are used, accessed, or from which the Products are provided.

“Hardware” means computer hardware, equipment, and/or utilities supplied by Active pursuant to a Schedule.

“Intellectual Property” means any and all intellectual property and proprietary rights (in whole or in part) recognized in any country or jurisdict ion in the world, now or hereafter existing, and whether or not perfected, filed, or recorded, including inventions, technology, pa tent rights (including patent applications, divisions, and disclosures), copyrights and all works of authorship (whether or not copyrightable), moral rights, trade secrets, trademarks and other indicators of s ource (and the Attachment 1

Contract # 00142630
Version: 07/05/24 Page 7 of 7 General Terms DC3 - Sensitive goodwill associated therewith), service marks, trade dress, logos, methodologies, procedures, processes, know -how, tools, utilities, techniques, protocols, various concepts, ideas, methods, models, templates, software, source code, algorithms, tools, utili ties, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, layouts, general purpose consulting and software tools, utilities and routin es, and logic, coherence and methods of operation of systems, training methodology and materials, which Active has created, acquired, or otherwise has rights in, and may, in connection with the Products or the performance of Services hereunder, create, employ, provide, modify, create, acquire, or otherwise obtain rights in, and in each case includes any derivative works, alterations, and other modifications using, incorporating, based on, or derived from the foregoing.

“Maintenance Services” means the provision of Updates and Upgrades related to the SaaS all as more particularly set out in the applicable Product Attachment and/or Schedule.

“Participant Information” means certain information that Active collects from End Users, individuals, and/or licensees as part of the registration pr ocess for Events (as defined in the applicable Product Attachment).

“Preamble” means the first paragraph of these General Terms.

“Products” means, collectively, SaaS, Services, Hardware, and all other services, products, or materials provided by Active to Client under the terms of this Agreement.

“Professional Services” means the implementation, site planning, configuration, integration, and deployment of the SaaS, training, project manageme nt, or other consulting services.

“Protected Materials” means Products, except for Hardware.

“SaaS” means (a) the software as a service which is hosted by Active or its hosting providers and which is accessed by Client and its users via the internet; (b) Active’s web sites; and ( c) associated services, as more fully described in the applicable Product Attachment. SaaS functionality is subject to change from time to time at Active’s sole discretion.

“Services” means, collectively, (a) Professional Services; (b) Maintenance Services; (c) Support Services; and (d) any other services set forth in a Schedule.

“Schedule” means the document, schedule, quote, pricing form, web page, order form, or similar document and the terms and conditions contained therein “accepted” (as described in the Preamble) by the parties that describes order -specific information, such as a description of Products ordered, features, options, license details, and fees.

“Support Services” means the provision of technical assistance for SaaS or Hardware as further described in an applicable Product Attachment and/or Schedule.

“Taxes” means any and all applicable taxes, including sales, use, excise, withholding, assessments, stamp, transfer, value-added, duties, tariffs, export charges, import charges, and other taxes or assessments (however designated) imposed by any foreign, federal , provincial, state, or local governmental authority upon or applicable to Products arising out of this Agreement, other than those based on Active’s net income.

“Third Party EULA” means the end user license agreement, if any, that accompanies the Third-Party Products, which governs the use of or access by Client to the applicable Third-Party Products.

“Third Party Products” means that hardware, firmware and/or software products, including updates and enhancements thereto, if any, owned by third parties, together with all user manuals and other documents accompanying the delivery of the Third-Party Products.

“Updates” means bug fixes, patches, error corrections, minor releases, or modifications or revisions that enhance existing performance of the SaaS that are provided as part of Maintenance Services. Updates exclude Upgrades.

“Upgrades” means a new SaaS release that contains major functionality enhancements or improvements; and which is designated by an incremental increase in the release number to the left of the decimal point (by way of example only, release 5.0 designates an Upgrade from release 4.x). Upgrades exclude new products, modules or functionality for which Active generally charges a separate fee.

“User” means an individual who is authorized by Client to use the Products and to whom Client (or Active at Client’s request) has supplied a user identification and password. Users may include employees, consultants, contractors and agents of Client, and third parties with which Client transacts business, but shall not include Client’s End User.

Attachment 1

Contract # 00142630
Version: 07/05/24 Page 1 of 3 Recreation and Membership Management Product Attachment DC3 - Sensitive Recreation and Membership Management Product Attachment

This document is a “Product Attachment” as defined in the General Terms entered into by Client and Active and is subject to and incorporates by reference the provisions of the General Terms. This Product Attachment is effective as of the date it is “accepted” (in accordance with the Preamble to the General Terms). Any capitalized terms not defined herein have the meaning ascribed to them in the General Terms.

1. SERVICES. Active will provide the Products related to events, camps, licenses, classes, tickets, contests, permits, facility/equipme nt use, transactions, sales, memberships, reservations, donations, and/or activities (together, “ Events”). Client agrees to cooperate with Active and to provide Active with certain information relating to Client’s organization as necessary for Active to provide the Products. Products provided hereunder are deemed delivered when access is made available to Client.

2. LICENSE TO INTELLECTUAL PROPERTY/PROMOTION.

2.1. Active hereby grants to Client a limited, non -exclusive, non-transferable, non-sublicensable license during the Term of this Product Attachment (a) to use the Products for the purposes of offering, promoting, managing, tracking, and collecting fees in connection with Client’s Event(s) solely in accordance with the Agreement and the Schedule, which for purposes hereof will include the support and maintenance handbook applicable to the Products (available for review in the Client portal), as may be updated from time to time, and (b) to display, reproduce, distribute, and transmit in digital form Active’s name and logo solely for the purposes set fo rth in this Section 2. Client hereby grants to Active a limited license to use information provided by Client relating to Client’s organization an d Event, which may include content regarding the Event, Client’s organization’s name, trademarks, service marks, and logo (collectively, the “Marks”), in connection with the promotion of Client’s organization or Events and the Products that Active provides.

2.2. Client will make reasonable efforts to promote and encourage the use and availability of the Products in connection with the promoti on of Events. During the Term of this Product Attachment, Active will be the provider of registration software and other services similar to the Products provided to Client’s Recreation Services Division hereunder for Events selected by Client, in its sole discretion, for which registration begins during the Term of this Product Attachment until the Event occurs.

For clarity, if an Event selected by Clients occurs after this Agreement is terminated, other than for Active’s uncured material breach, and reg istration for such Event begins during the Term of this Agreement, then Active Products shall be used. Client expressly understands and agrees that the exclusivity set forth in this Section 2.2 is consideration in exchange for the pricing and other benefits being provided to Client hereunder. Without limiting the foregoing, Client will not enter into any agreement, arrangement, or relationship with any other party to offer online registration or transaction processing services for events like camps or clas ses that are configured in the Product provided to Client’s Recreation Services Division hereunder, but may enter into other arrangements for other Events not configured in the product provided to the Client, or for events offered by departments and divisions of Client outside of the Recreation Services Division, such as golf, tennis, and outdoor pickleball, at Client’s sole discretion.

3. PRIVACY AND DATA PROTECTION.

3.1 End User Personal Information. The Products are designed to enable Client to collect information from and about End Users. Information that identifies, re lates to, describes, is reasonably capable of being associated with or could reasonably be linked, directly or indirectly, with a p articular End User shall be referred to herein as “End User Personal Information.” The Products process two forms of End User Personal Information:

3.2 End User Accounts. When an End User interacts with the Products for the first time, Active creates an account for that End User (“ End User Account”). Active authenticates the End User in future interactions with the Products by requiring the End User to log in to their End User Account. Active maintains End User Accounts pursuant to the Terms of Use and Privacy Notice that Active displays to the End User when the End User creates the End User Account.

3.3 Participant Information. Client will have the ability to use the Products to collect a wide variety of End User Personal Information from authentica ted End Users, including through the use of forms and features that enable the collection of images and other attachments (“Participant Information”). As between the Parties, Client is exclusively responsible for providing any notices, procuring any consents, and otherwise taking any steps that are necessa ry to ensure that Active’s collection, storage, and processing of Participant Information on behalf of Client, as contemplated by this Agreement, is compliant with Data Protection Laws. For the purposes of this Product Attachment, “Data Protection Laws” means all local, state, federal and foreign privacy, security, marketing and consumer protection laws and regulations applicable to the processing of Participant Information. Active will process Participant Information solely for the purpose o f providing the Products to Client, and as otherwise permitted by Data Protection Laws. Client agrees that it will process Participant Information at all times in compliance with Data Protection Laws, and that it will not use any Participant Information to communicat e with any End User in a manner that violates the CAN -SPAM Act, the Canadian Anti -Spam Legislation, the Telephone Consumer Protection Act, or any other law or regulation applicable to Client’s outreach to End Users via email or SMS. Client further agrees that Client will not permit any Affiliate or third party to access or process any Participant Information in a manner inconsistent with this Agreement, or in a manner which would cause Active’s processing of such Participant Information, as contemplated by this Product Attachment, to violate Data Protection Laws. If Client is subject to a Data Protection Law that requires the Parties to enter into a Data Protection Addendum that includes terms supplemental to this Product Attac hment, it is Client’s obligatio n to notify Active of that requirement.

3.4 Data Retention. The Products are not designed to serve as a permanent system of record. During the Term, Active reserves the right to delet e any Participant Information that has not been accessed or modified within a trailing period of six (6) years. At the conclusion of the Term, Active will: (i) convert all Participant Information to a backup format approximately thirty (30) days after the end of the Term; and (ii) permanently and securely delete all Participant Information approximately one (1) year after the end of the Term. If Client is subject to any legal obligation that would require Client to maintain any Participant Information for a longer period than those set forth in this Section 3.2, it is Client’s responsibility to retrieve that Participant Information from the products and to store it in another form at within the time periods allotted. Notwithstanding anything else set forth in the Agreement or in this Product Attachment, Activ e shall not be in any way responsible for any negative consequences associated with Client’s failure to adhere to the requirements set forth in this Section 3.2.

3.5 Prohibition on Certain Categories of Participant Information . The Products are customizable, meaning Client has the ability to choose what kinds of Participant Information Client will use the Products to collect. Client agrees, however, that Client will not use the Products to collect or otherwise process: (i) any personal health information that is subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its accompanying regulations, or any relevant amendments thereto; (ii) any Participant Information from or about a minor, without procuring and documenting a prior consent that meets the requirements of any applicable Data Protection Laws, and maintaining such documentation for the duration of the Term; (ii) any cardholder data subject to the Payment Card Industry Data Security Standard Attachment 1

Contract # 00142630
Version: 07/05/24 Page 2 of 3 Recreation and Membership Management Product Attachment DC3 - Sensitive (“PCI-DSS”), or any other payment card or financial account information, except within pre-defined fields designed for that purpose; or (iii) any unredacted social security numbers or other similar government identifiers, except within pre-defined fields designed for that purpose. If Active discovers any violation of this Section 3.3 by Client, Active reserves the right to promptly and securely dispose of any prohibited Participant Information found within the Products.

3.6 User Accounts. Client is exclusively responsible for: (a) creating and defining under Client’s account in the Products any logons or IDs for Client’s Users of the Products; and (b) defining and maintaining at all times with respect to each such logon or ID the appropriate scope of the ap plicable User’s authority and permission with respect to the use of the Products and the security controls, restrictions, and limitations that apply with respect to each such User and his or her use of the Products.

Client is solely and exclusively responsible for all access and use of the Products (and for any resulting activity or communications) by Client or its Users or that occurs through the use of any logon or ID established by or with respect to Client or any of its Users. Active shall not be liable or responsible for any activity, loss, or damage arising from any unauthorized access to or use of any such logons or IDs or resulting from any failure by Client or its syste m administrator to establish or assign an appropriate scope of authority or permission, or appropriate security controls, restrictions, or limitations, with respect to any given U ser, logon, or ID. Client shall immediately notify Active of any known or suspected unauthorized access to or use of Client’s account, or of any logons or IDs established or assigned with respect to Client or its Users, of which Client becomes aware.

4. FEES.

4.1. Client will pay the fees as more fully described in the applicable Schedule. Unless otherwise set forth in the applicable Schedule, Active will charge registration fees to individuals who register for the Events or purchase goods or services online, and will process and collect such fees as a payment facilitator according to the card networks. On a bi-weekly basis, unless otherwise set forth in the applicable Schedule, Active will pay Client sums due to Client based on the t otal fees collected, net of Active’s service fees as set forth in the applicable Schedule and any other deductions provided herein. The applicable currency will be set forth in the Schedule.

4.2. If applicable, any minimum volume commitment will be set forth in the applicable Schedule. The minimum volume calculation will begin on the date of the first live operational use of the Products for the Event(s) (“Go-Live Date”). If the Schedule indicates that Client is paying on a subscription basis, Client will be invoiced for the first month of subscription fees upon the Go-Live Date, with subsequent subscription fees being invoiced monthly.

4.3. If (a) there are any overdue or overage amounts owed by Client; or (b) there are returned charges or items, including those resulting from any error or complaint related to an Event, Active has the right to charge fees owed to Active by Client by issuing an invoice, or by offsetting the deficiency from any account balance Client maintains with Active or any payment Active owes Client.

4.4. In the event Client is entering into this Product Attachment and using the Products for the benefit of a third-party Event or organization (“Third Party Recipient”), Client agrees that Active can remit amounts directly to the Third Party Recipient identified by Client. In addition, Client will cause each Third Party Recipient to agree to and comply with provisions that are at least as protective of Active as Sections 3 and 4 of the General Terms in Client’s agreement with such Third Party Recipient.

Should Client fail to obtain such agreement to such provisions and the failure results in costs or damages to Active, to the extent not prohibited by law, Client agrees to defend, indemnify, and hold Active harmless from any such costs and damages, including, without limitation, reasonable att orneys’ fees. In addition, Client is responsible and liable for each Third Party Recipient’s compliance with the terms and conditions of the Agreement.

4.5. It is Client’s responsibility to notify End Users of Client’s refund policy. Client must ensure that Client’s refund policies are consistent with the Agreement. Client agrees that all fees for a given Event are earned by Client only following either the co nclusion or delivery of the applicable Event (as applicable) and all amounts ultimately due to Client will be net of all service fees, reversals, refunds, disputed charges, chargebacks and other deducti ons whether due to customer complaints, allegations of fraud, discrepancies related to the applicable Event or otherwise. No payments will be made to Client with respect to any Eve nt that is cancelled. If payments have already been made by Active to Client for a cancelled Event or if Active reasonably determines that it is prudent or otherwise necessary to pay a refund to or honor a chargeback request from an End User, Active may issue an invoice or offset an equivalent amount from Client’s a ccount or payment owed by Active to Client and return the value to the End User, and if sufficient funds are not available, Client must reimburse Active on demand. Active will notify Client of the reason for such offset provided that it is lawful to do so.

4.6. Client hereby authorizes and appoints Active as its limited agent to initiate payment card and ACH credit or debit entries to and from Client’s bank account.

Payment by Receiver (in the case of ACH entries) or card networks (in the case of Payment Card tr ansactions) to Active is considered the same as payment made directly to Client. Client, upon receipt of funds by Active, must (1) provide the purchased goods or services to the End Use r, or (2) credit the End User for the full amount of funds received by Active, which credit is not revocable by Client, and evidence this credit in writing in a form capable of being retained for future reference.

For transactions involving goods or services, Client must provide the purchased goods and services as agreed to between Client and End User, regardless of whether Active transmits the funds to Client.

5. TERM AND TERMINATION.

5.1. Unless otherwise set forth in the applicable Schedule, this Product Attachment will commence on the Effective Date and will remain in effect until the earlier of (i) termination in accordance with this Agreement or (ii) the tenth (10th) anniversary of the Effective Date (the “Initial Term”). Unless otherwise set forth in the applicable Schedule, if Client enters into a Schedule for additional Products that are related to or interoperable with the Products und er an existing Schedule, the Term of such subsequent Schedule shall, if mutually agreed, be made concurrent and coterminous with the Term of the existing Schedule.

5.2. If Client has entered into a sub-merchant agreement for payment processing services, and such agreement is terminated by the applicable acquiring bank, Active may terminate this Product Attachment and the effected Schedule.

6. NON-APPROPRIATION.

Client’s obligations and all amounts payable hereunder are contingent upon sufficient appropriations therefor e by Client’s Governing Body. If sufficient appropriations are not made, Client will notify Active of the same, and this Agreement will terminate forthwith. Client represents that it intends to fulfill its obligations under this Agreement and reasonably believes that funds in amounts sufficient to fulfill these obligations lawfully can and will be appropriated and made available for this purpose.

In the event funds are not appropriated in amounts sufficient to fulfill these obligations, Client shall use its best efforts to satisfy any requirement for payment from any other source of funds legally available for this purpose. Notwithstanding the foregoing, Client shall notify Active within ten (10) days of any action by Client's governing Attachment 1

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Version: 07/05/24 Page 3 of 3 Recreation and Membership Management Product Attachment DC3 - Sensitive body not to appropriate funds for payment of Client's obligations hereunder, and will provide with such notice a copy of the resolution, minutes or recording of such action.

7. MISCELLANEOUS.

7.1. Sections 5 and 7 of this Product Attachment and any fees owed by Client will survive any termination or expiration of the Agreement.

Attachment 1

ALLNEW/RENUS/INT

DC3 - Sensitive

Active Legal Entity
Company Address

Active Network, LLC
Three Alliance Center, 29th Fl.
3550 Lenox Rd. #3000
Atlanta, GA 30326
US
Schedule #
Created Date
Currency
00142630
8/25/2026
USD

Customer Legal
Entity Name
City of Sunnyvale Opportunity Owner
Owner Email
Jason Lezak
[email protected]
Schedule Signatory Sarah Johnson-Rios
Schedule Signatory [email protected]
Email

Billing Entity
Billing Contact
Billing Address
City of Sunnyvale
Attn: Accounts Payable
456 W. Olive Avenue
Sunnyvale, CA 94086 United States

Shipping Contact
Shipping Address
Attn: Information Technology Dept
456 W. Olive Avenue
Sunnyvale, CA 94086 United States

First Year
Registrations
Average
Registration Cost
Total Processing
Volume
65,000

USD 100.00

USD 6,500,000.00

Product

Product Type

Description

Quantity Sales
Price
Total
Price

ACTIVENet - Flex Tier (invoiced
annually)

Subscription Software
Includes access to:
* Program & Activity Registration
* Point of Sale (POS) / Equipment
Lending
* Marketing & Communications
* Standard Reports
* Facility Reservation
+ 4 of the following, as specified in
Schedule:
* Memberships
* Donations & Fundraising
* Private Lessons
* League Management
* Gateway/Insights APIs
* Multilingual
* Sandbox

1 60,000.00

60,000.00
ACTIVENet - Projected Annual
Processing
Year1 Transactional
Software

Total Price USD 60,000.00

EXHIBIT C
Attachment 1

ALLNEW/RENUS/INT

DC3 - Sensitive

Annual Subscription Fee Adjustment.

Commencing in Contract Year 4, and subject to all other terms and conditions of this Agreement, the Annual Subscription Fee shall increase as follows:

Contract Year 4: $61,200.00 per year
Contract Year 5: $62,424.00 per year
Contract Year 6: $63,672.00 per year
Contract Year 7: $64,946.00 per year
Contract Year 8: $66,245.00 per year
Contract Year 9: $67,570.00 per year
Contract Year 10: $68,921.00 per year

Active reserves the right and may take additional measures to verify Client’s account which may consist of reviewing publicly available data and/ confirmation of Client provided information. Such verification measures will be completed in advance of remittance.

All fees described herein are in consideration of the Products that Active provides. Active and Client acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agree not to impose such a surcharge on any End User.

The payment options we offer may include MasterCard, Visa, American Express and Discover.

*Sales tax and shipping not included in total price. Sales tax and shipping, where applicable, will be added to your invoice.

Capitalized terms used in this Schedule and not defined have the meaning set forth in the General Terms or Product Terms, as applicable.

Attachment 1

ALLUPAMUS/INT

DC3 - Sensitive

This is a Schedule pursuant to that certain (Agreement) entered into between Active Network, LLC (Active) and City of Sunnyvale (Client) with an effective date as of .

Active Legal Entity
Company Address

Active Network, LLC
Three Alliance Center, 29th Fl.
3550 Lenox Rd. #3000
Atlanta, GA 30326
US
Schedule #
Created Date
Currency
00142624
8/25/2026
USD

Customer Legal
Entity Name
City of Sunnyvale Opportunity Owner
Owner Email
Jason Lezak
[email protected]
Schedule Signatory Sarah Johnson-Rios
Schedule Signatory [email protected]
Email

Billing Entity
Billing Contact
Billing Address
City of Sunnyvale
Attn: Accounts Payable
456 W. Olive Avenue
Sunnyvale, CA 94086 United States

Shipping Contact
Shipping Address
Attn: Information Technology Dept
456 W. Olive Avenue
Sunnyvale, CA 94086 United States

Product Product Type Quantity Sales Price Total Price
ACTIVE Captivate - Tier 5: ACTIVENet (invoiced annually) Subscription Software 1 0.00 0.00 ACTIVE Hub - Advanced: ACTIVENet (invoiced annually) Subscription Software 1 0.00 0.00 ACTIVENet Connect (invoiced annually) Subscription Software 1 0.00 0.00

Active reserves the right and may take additional measures to verify Client’s account which may consist of reviewing publicly available data and/ confirmation of Client provided information. Such verification measures will be completed in advance of remittance.

All fees described herein are in consideration of the Products that Active provides. Active and Client acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agree not to impose such a surcharge on any End User.

The payment options we offer may include MasterCard, Visa, American Express and Discover.

*Sales tax and shipping not included in total price. Sales tax and shipping, where applicable, will be added to your invoice.

Capitalized terms used in this Schedule and not defined have the meaning set forth in the General Terms or Product Terms, as applicable.

Attachment 1

ALLUPAMUS/INT

DC3 - Sensitive

Schedule Acceptance

ACTIVE NETWORK, LLC

CLIENT: City of Sunnyvale

BY:

BY:

PRINT NAME:

PRINT NAME:

TITLE:

TITLE:

DATE:

DATE:

CLIENT: City of Sunnyvale

CLIENT: City of Sunnyvale

BY:

BY:

PRINT NAME:

PRINT NAME:

TITLE:

TITLE:

DATE:

DATE:

Attachment 1

SERVICE LEVEL AGREEMENT

AVAILABILITY/UPTIME OF THE PRODUCTS

1. Service Level Commitment. The Products will have an Actual Uptime greater than or equal to 99.5% of the total possible minutes of system availability of the Products during each calendar month.

2. Definitions. Capitalized terms are defined below, unless otherwise defined within the body of the Agreement, the applicable Attachment, or Schedule.

2.1 “Actual Uptime” means, with respect to a particular calendar month, the percentage derived by dividing the total possible min utes of system availability of the Products during such month (“x”) minus the total minutes of Downtime during such month (“y”), divided by the total possible minutes of system availability of the Products during such month (“x”), expressed as follows:

Actual Uptime =

2.2 “Downtime” means sustained Unavailability for 15 or more consecutive minutes, unless the Unavailability is the result of an Excused Outage.

2.3 “Emergency Maintenance” means maintenance performed by Active that occurs outside of the Regularly Scheduled Maintenance Peri od and Non - Regularly Scheduled Maintenance.

2.4 “Excused Outage” means an interruption of Client’s use of the Products as a result of Regularly Scheduled Maintenance, Non -Regularly Scheduled Maintenance, Emergency Maintenance, Client’s changes to Client’s environment, Client’s deferral or denial of Active’s reasonable request that would otherwise prevent performance issues or system damage, outages caused by Client or Client’s users, telecommunications or Internet servi ces outages, Products or hardware not provided and controlled by Active (including thi rd party Products or sites that are accessed or linked through the Products), or outages caused by circumstances beyond Active’s reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or denial-of-service attacks.

2.5 “Non-Regularly Scheduled Maintenance” means maintenance performed by Active outside of the Regularly Scheduled Maintenance Period for which Active will endeavor to provide Client with at least twenty-four (24) hours prior written notification.

2.6 “Regularly Scheduled Maintenance” means the amount of Downtime resulting from maintenance performed during the Regularly Scheduled Maintenance Period.

2.7 “Regularly Scheduled Maintenance Period” means the time period that Active reserves for Scheduled Maintenance, which will occ ur outside of Client’s normal business hours.

2.8 “Unavailability” means that Client’s users are not able to complete transactions using the Products.

3. Service Commitments and Response Times:

3.1 The following table sets Active’s support service priority levels and intended completion times.

Priority Level SLA Description Standard
Completion Target
Priority 1 Issues that result in Client’s inability to fulfill critical business functions and that have no reasonable work-around.
1 business Day
Priority 2 Issues significantly impacting the use of the system, but which do not prevent core functions from being fulfilled.
3 business days
Priority 3 All other issues, except those classified as Priority 4. 5 business days Priority 4 Issues that are not time-sensitive or may be undertaken as a customer service initiative.

None

% 5 .99100 *


 

 −
x
y x

EXHIBIT D
Attachment 1

From time-to-time the information in this Support and Maintenance Handbook document may be updated by ACTIVE, in which case the updated information will be available for review in an attachment on the following article on ACTIVE Net Answers at http://support.activenetwork.com/activenet/articles/en_US/Article/Support-and- Maintenance-Handbook

SUPPORT AND MAINTENANCE SERVICES

Annual Support and Maintenance Services. The following supplies and services are included in the Support Services and Maintenance Services provided by Active as determined by the level of Support Services and Maintenance Services purchased which are set forth in a separate Schedule.

1. General.

1.1 In order to receive the benefit of the service levels contained herein, Client must be in compliance with the obligations of the Agreement.

1.2 Client understands and acknowledges that the Product is a commercial off-the-shelf product with core architecture that services many clients, and that Active is permitted to make changes to the Product hosting environment, network, telecommunications, data storage, and any/all other information technology infrastructure that underlies the Product, without seeking or obtaining any consent from Client.

2. Technical Support.

This is the default level of S
Available between
9:00am and 7:00pm Central Time, Monday through Friday, via web portal (http://www.activenetwork.com/service- and-support/customer-support).

3. Phone Support. Unlimited phone Support for system down issues on a twenty four (24) hours x seven (7) days a week basis, provided that: (a) support calls, placed during Extended Support Hours 7:00pm and before 9:00am Central Time, Monday through Friday, and any time during the weekend and holidays), are placed by an authorized contact person and (b) the requested phone support consists of Call Priority Level 1 issue, as defined in the table below. Unlimited phone Support is offered to Desktop Software Clients only if the site has remote access and Internet email capability.

4. Online Support. Access to the Active customer care web portal, discussion forums, knowledgebase and online training materials, which are available at http://www.activenetwork.com/service-and-support/customer-support.

5. Upgrades. Active shall also provide Upgrades of the Software and free assistance in planning the Upgrades.

6. Support Issue Priorities and Timelines. New Support incidents are assigned one of the following levels, each with its respective standard ticket resolution target.

7. Services Not Included.

Call
Priority Level Description Standard
Completion Target
Priority 1 I
functions (i.e. those pertaining to core functionality such as processing registrations, memberships, rentals) and that have no reasonable work-around.
1 business Day
Priority 2 Issues significantly impacting the use of the system but which do not prevent core functions from being fulfilled.
3 business day

Priority 3 All other issues, except those classified as Priority 4 (i.e. how- to questions, reporting/reconciliation issues).
5 business days

Priority 4 Issues that are not time-sensitive or may be undertaken as a customer service initiative outside the scope of this
attachment.

None

EXHIBIT E
Attachment 1

The following are excluded from all offered Support Services and Maintenance Services:

Services which are required to remedy problems that stem from changes to or defects in system configuration upon which the Software was originally installed.

Services which are required to remedy problems which do not stem from any defect in the Software.

sonnel.

Improper treatment or use of the Software.

Onsite or remote training services.

Full report customization service.

Database-specific services or assistance.

8. Restrictions.

The following actions will void the Support Services and Maintenance Services portions of the Agreement:

The use of any other application that modifies data in the database, whether created by you or otherwise.

The use or creation of any other application that competes with or replaces a module that is offered by

9. Annual Support and Maintenance Related to SaaS Services Only.

The following Support Services and Maintenance Services are offered in conjunction with the above for SAAS Services Clients.

Monitoring of connectivity and critical functionality at all times.

Site-down/critical issues response time of one (1) hour, with commercially reasonable efforts to advise your organization of the current status and expected resolution time.

Scheduled maintenance and Updates designed to address performance, with reasonable efforts to notify Clients of scheduled maintenance times and potential impacts to service.

Urgent maintenance (done to correct network, hardware or software issues that are likely to cause significant service disruption and that require immediate action). Active may undertake urgent maintenance at any time deemed necessary and shall provide status updates to Clients as soon as possible.

Attachment 1

A Global Payments Company 1 | P a g e Revised: 10/25/22 © 2022 Heartland Payment Systems, LLC. All rights reserved. Government and/or Public Education Credit/Debit Card Processing Agreement Terms and Conditions

Government and/or Public Education
Credit/Debit Card Processing Agreement Terms and Conditions

Welcome to Heartland Payment Systems ®

1. Services

HPS will, during the term of this Agreement and pursuant to its terms and conditions, (a) be responsible for and will settle funds with the Merchant; (b) provide the following payment processing solutions to the Merchant: (i) Web Payment Solutions; (ii) Cashiering Payment Solutions as may be selected by Merchant on the Merchant Application.

2. Definitions

2.1 “Account” means a commercial checking account maintained by Merchant for the crediting of collected funds and the debiting of fees and charges pursuant to the terms of this Agreement.

2.2 “ACH” means the Automated Clearing House service offered by the Federal Reserve.

2.3 “Agreement” means this Merchant Processing Agreement, the Merchant Application and the Addendum, as applicable. This contract incorporates the Merchant Processing Agreement, the Merchant Application, and the Addendum, as applicable, by reference, with the same force and effect as if it were given in full text. Upon request, HPS will make their full text available.

2.4 “Authorization” means the act of obtaining approval from the Card Issuer for an individual Transaction.

2.5 “Card” means a valid credit, debit, charge or other payment card accepted by Merchant under this Agreement with HPS.

2.6 “Cardholder” used interchangeably with Card Member means the person or Card Member whose name is embossed upon the face of the Card.

2.7 “Card Issuer” means the financial institution or company that has provided a Card to the Cardholder.

2.8 “Card-Not-Present Transaction” means any Transaction for which required data is not electronically captured by reading information encoded in or on the Card and includes mail order, telephone order and Internet Transactions.

2.9 “Card Schemes” used interchangeably with Card Brands means Visa U.S.A., Inc., Visa International, Inc., MasterCard International, Inc., Discover Financial Services or any other Card Issuer that provides Cards that are accepted by Merchant under this Agreement with HPS, including on-line debit card Transactions and on-line debit networks.

2.10 “Cashiering Payment Solution” means an automated solution which will allow Cardholders to pay Merchant via an HPS-provided virtual terminal or physical terminal.

EXHIBIT F
Attachment 1

A Global Payments Company 2 | P a g e Revised: 10/25/22 © 2022 Heartland Payment Systems, LLC. All rights reserved. Government and/or Public Education Credit/Debit Card Processing Agreement Terms and Conditions

2.11 “Chargeback” means the procedure by which (i) a sales Transaction (or disputed portion thereof) is returned to HPS by a Card Issuer because such item does not comply with the Card Issuer’s applicable rules or operating regulations or for any other reason as provided in this Agreement and (ii) the Merchant’s Account is debited for such return.

2.12 “Convenience Fee” means a fee charged to a consumer that will cover the costs of providing the convenient alternative payment solutions such as the Web Payment Solution and certain Cashiering Solutions.

2.13 “Credit Voucher” means a document or transaction executed by Merchant evidencing any refund or price adjustment relating to products or services to be credited to a Cardholder account.

2.14 “Debit Networks” means the authorization networks utilized by Merchant for PIN Debit Transactions.

2.15 “EMV Card” refers to a form of smart payment card with technical standards originally created by Europay, MasterCard and Visa (EMV) embedded with a chip containing encrypted Cardholder account information, which is readable by an EMV-enabled device. An EMV Card may be used by: (1) inserting it into a card reader that is integrated with a point of sale system; or (2) by tapping it against a point of sale device’s contactless reader. Visit http://www.emv-connection.com/ for more information on EMV.

2.16 “EMV Transaction” means the electronic acceptance of an EMV Card’s chip data by point of sale equipment or other electronic payment device at the time of Sale, and the inclusion of that data with the electronic submission of the Sale. Only a “Card Swipe”, “EMV Transaction” or its manual equivalent, an “Imprint” (solely to the extent expressly permitted by the Rules), is acceptable by the Card Scheme as proof that the Card was present at the time of the Sale.

2.17 “HPS” means collectively Heartland Payment Systems, Inc., and its sponsoring banks, and other vendors and subcontractors.

2.18 “Member Sponsor Bank” is a bank that has obtained a membership with the Card Brands to allow processor access to the Card Brand Networks.

2.19 “Merchant” generally means the party identified as the recipient of this Agreement. It can cover the merchant itself and any third party that may be associated with them (i.e. VARs, gateway providers etc.).

2.20 “MCC” also known as “Merchant Category Code” is a 4-digit number used to describe the Merchants primary business.

2.21 “Outbound Telemarketing Transaction” means a transaction in which a sale of products or services results from a Merchant-initiated contact with a Cardholder via a telephone call, or a mailing (other than a catalog) that instructs the Cardholder to call the Merchant.

2.22 “Pass Through” means charging the Merchant the precise amount of monies designated as Interchange, Costs, Dues, Assessments and Fees as per the Card Schemes. Pass Thru or Pass Through means no mark-ups are taken by the Payment Processor or any other party when Interchange, Dues, Fees, Costs and Assessments are collected from the Merchant.

2.23 “Payment Facilitator” is a merchant of record who facilitates transactions on behalf of a sub-merchant whose volume is less than USD 100,000 in MasterCard and Maestro volume combined.

2.24 “Payment Service Provider (PSP)” is an entity contracting with a Visa, Discover or American Express member to provide payment services to sponsored merchants. The new term PSP replaces the old terminology IPSP which now includes all commerce type aggregation, including face-to-face in addition to ecommerce merchant aggregation.

2.25 “Products” means all goods and payment services that are sold or offered by the Merchant.

2.26 “Rules” means the operating regulations, requirements terms and conditions of the Card Schemes presently in effect and as they may be amended from time to time.

2.27 “Sales Draft” means an electronic receipt evidencing a sales Transaction.

Attachment 1

A Global Payments Company 3 | P a g e Revised: 10/25/22 © 2022 Heartland Payment Systems, LLC. All rights reserved. Government and/or Public Education Credit/Debit Card Processing Agreement Terms and Conditions

2.28 “Sub-merchant” is a customer conducting business through a Third Party relationship acting as a Payment Facilitator (PF) or Payment Service Provider (PSP).

2.29 “Third Party Agent (TPA)” means entities that have been engaged by a Merchant or a member to perform contracted services on behalf of that Merchant or member, including value add resellers (VARs) and payment gateway providers.

2.30 “Transaction” means any retail sale of Products or Services, or credit therefore, from a Merchant for which the customer makes payment using any Card presented to HPS for payment.

2.31 “Virtual Terminal” means a credit Card processing equipment on a secure server on the Internet whereby Merchant can key enter credit Card Transactions manually.

2.32 “Voice Authorization” means an Authorization obtained by a direct-dialed telephone call.

2.33 “Web Payment Solution” may be used interchangeably with “Heartland/TouchNet Hosted Website” and means an automated solution that will allow Cardholders to pay a Merchant on a hosted website.

3. Data Security Requirements

3.1 The PCI Security Standards Council (“PCI SSC”) was founded by American Express, Discover Financial Services, JCB, MasterCard Worldwide and Visa, Inc. All five founders agreed to incorporate PCI Data Security Standards (“PCI DSS”) as the technical requirements of each of their data security compliance programs. The PCI SSC is responsible for the Payment Application Data Security Standard (“PA-DSS”) and PIN Transaction Security Requirements for PIN-Entry Devices (“PED”).

More information, including the complete PCI DSS specifications can be found at www.pcisecuritystandards.org.

Each of the Card Schemes has requirements based on PCI DSS that define a standard of due care and enforcement for protecting sensitive information. Merchant must meet the compliance validation requirements defined by the Card Schemes available at:
www.visa.com/cisp
www.mastercard.com/sdp
www.discovernetwork.com/fraudsecurity/disc.html
www.americanexpress.com/datasecurity - For American Express Direct Merchants Only.

The Card Schemes or HPS may levy fines, suspend or terminate services, or impose other restrictions if it is determined that Merchant is not compliant with applicable security standards. Merchant is responsible for all fines and fees assessed by any Card Scheme in connection with violation of data security standards.

3.2 Merchant must keep all systems and media containing account, cardholder or transaction information (physical or electronic, including but not limited to account numbers, card imprints, and terminal identification numbers) secure and prevent access by or disclosure to anyone other than Merchant’s authorized personnel. Merchant must destroy, in a manner that will render the data unreadable, all such media that Merchant no longer deems necessary or appropriate to store (except for Sales Drafts maintained in accordance with this Agreement, applicable law, or Rules). Merchant must also ensure proper destruction of Cardholder, Transaction or system information (physical or electronic, including but not limited to account numbers, card imprints, and terminal identification numbers) prior to selling, storing, or disposing of any terminal.

4. Rights, Duties, and Responsibilities of Merchants

4.1 Merchant agrees that during the term of this Agreement HPS shall be the primary provider for all payment processing services provided hereunder.

4.2 Merchant’s policy for the adjustment of payment rendered shall be disclosed to the Cardholder before a Card sale is made. If Merchant does not make these disclosures, a full refund in the form of a credit to the Attachment 1

A Global Payments Company 4 | P a g e Revised: 10/25/22 © 2022 Heartland Payment Systems, LLC. All rights reserved. Government and/or Public Education Credit/Debit Card Processing Agreement Terms and Conditions

Cardholder’s Card account must be given. In no circumstances shall any cash refunds be given on any item originally charged to a card.

4.3 MERCHANT ACKNOWLEDGES THAT AN AUTHORIZATION DOES NOT CONSTITUTE (A) A

WARRANTY THAT THE PERSON PRESENTING THE CARD IS THE RIGHTFUL CARDHOLDER, OR (B)

A PROMISE OR GUARANTEE BY HPS THAT IT WILL PAY OR ARRANGE FOR PAYMENT TO MERCHANT FOR THE AUTHORIZED TRANSACTION. AN AUTHORIZATION DOES NOT PREVENT A

SUBSEQUENT CHARGEBACK OF AN AUTHORIZED TRANSACTION PURSUANT TO THIS AGREEMENT.

4.4 Merchant shall at all times maintain a direct deposit account (the “Account” or “DDA”), in good standing, at a bank that is a Receiving Depository Financial Institution (RDFI) of the Federal Reserve Bank ACH System or other ACH settlement network. Merchant represents and warrants to HPS that: (a) the Account will always be in the same legal and DBA (if applicable) name as Merchant’s name on the Merchant Application; (b) Merchant will own and maintain control of the Account and will keep such Account open at all times during which a provision of this Agreement is in effect; and, (c) the Account will not be associated with any merchant processing activity that is illegal or prohibited by the Rules or applicable law, including without limitation merchant processing activity associated with other accounts and/or processors. Merchant agrees that all credits for collected funds shall be made automatically to the Account. Merchant also agrees that it is responsible for all fines, fees, Chargebacks, Credit Vouchers, payments and adjustments and other amounts due under the terms of this Agreement (including but not limited to attorneys’ fees and early termination charges) which shall be automatically made to the Account. Merchant shall not close, restrict or change the Account without prior written approval from HPS. Merchant agrees to pay HPS a twenty-five dollar ($25.00) fee on all returned ACH items. Merchant is solely liable for all fees and all overdrafts, regardless of cause. HPS shall have the unlimited right to debit without prior notice, any Account containing funds for the purpose of satisfying any liability incurred on behalf of Merchant.

4.5 Merchant shall not deposit any Transaction for the purpose of obtaining or providing a cash advance, or make a cash disbursement to any other Cardholder (including Merchant when acting as a Cardholder), or receive monies from a Cardholder and subsequently prepare a credit to Cardholder’s account.

4.6 As partial consideration for this Agreement, Merchant expressly authorizes HPS to change the Member Sponsor Bank providing settlement services to Merchant. Merchant agrees to execute all necessary documents enabling HPS to effect such change, as may be required by HPS.

4.7 Merchant agrees to accept Cards in accordance with the terms of this Agreement, will not process transactions or re-direct payments on behalf of another entity, and accepts American Express as a third party beneficiary, without obligations, under this Agreement. Merchant is not a third party beneficiary of any Agreement between HPS and American Express.

4.8 Merchant shall give HPS immediate written notice of any complaint, subpoena, Civil Investigative Demand or other process issued by any state or federal governmental entity that alleges, refers or relates to any illegal or improper conduct of Merchant. Failure to give such notice shall be deemed to be a material breach of this Agreement.

4.9 Merchant shall not be assessed a Chargeback Fee for the first three Chargeback requests processed in any 12-month period beginning with the Merchant’s anniversary date. Once three Chargeback requests have been submitted by the Card Scheme or Bank in any such 12-month period, HPS shall bill the Chargeback Fee applicable at that time. For purposes of this Section 4.9, the anniversary date shall be the date of Merchant’s first deposit with HPS unless otherwise designated by HPS.

4.10 Merchant shall ensure HPS has the correct business taxpayer ID (“TIN”) and legal name on file for Form 1099-K tax reporting purposes. Any merchant reporting an invalid TIN and legal name combination is subject to backup withholding of an amount as defined by applicable state tax and IRS regulations.

4.11 Merchant shall at all times comply with the Rules and operating regulations of each of the Card Schemes and American Express as well as all applicable federal, state, and local, rules and regulations. Moreover, in the event of Merchant’s non-compliance, Merchant accepts the responsibility for the payment of any and all fees and penalties levied because of its non-compliance.

Attachment 1

A Global Payments Company 5 | P a g e Revised: 10/25/22 © 2022 Heartland Payment Systems, LLC. All rights reserved. Government and/or Public Education Credit/Debit Card Processing Agreement Terms and Conditions

4.12 Merchant agrees that it will not knowingly introduce into HPS’ System any virus, “time bomb”, or any other contaminant, including but not limited to, codes, commands, or instructions that could damage or disable HPS’ System or property.

4.13 Merchant shall assume responsibility for managing the repair of problems associated with Merchant’s own telecommunications and processing system (both hardware and software), including terminals.

4.14 MSP/TPA/PSP/PF must comply with all Rules as set forth in this Agreement and the following websites:
https://usa.visa.com/dam/VCOM/download/merchants/third-party-agent-due-diligence-risk-standards.pdf https://www.mastercard.us/content/dam/public/mastercardcom/na/global-site/documents/mastercard- rules.pdf

4.15 Payment Service Provider (PSP)/ Payment Facilitator (PF) agrees to promptly disclose to their Sub-merchant any new or increased Card Scheme related Dues, Assessments and Fees, including but not limited to Convenience fees, in accordance to the contracted services performed by the Merchant.

4.16 Merchant must meet requirements as defined by the Card Schemes. Information is available at:
www.visa.com
www.mastercard.com
www.discovernetwork.com
www.americanexpress.com/merchantopguide
www.americanexpress.com - For American Express Direct Merchants Only.

4.17 In the event that Merchant has elected to receive Tokenization Services, the following terms and conditions of this Section 4.17 shall apply with respect thereto. HPS will tokenize each cardholder primary account number (“PAN”) submitted to HPS by Merchant in connection with a Transaction. HPS’s tokenization of each PAN submitted to HPS by Merchant will occur after Authorization. Merchant hereby acknowledges that tokens may be assigned to a token group which may be shared among other HPS merchants. Merchant further acknowledges and agrees that all tokens provided or created in connection herewith remain the sole and exclusive property of HPS and cannot be transferred or removed from HPS and will not follow Merchant to any other provider without prior written approval from HPS, which approval may be approved or withheld by HPS in its sole discretion.

5. Debit Card Processing

5.1 Merchant understands and agrees that HPS and Bay Bank, FSB or any other bank to which this agreement is assigned is a sponsored affiliate or member of each debit network and HPS is a service provider for processing Merchant’s debit card Transactions pursuant to the terms herein.

5.2 Any claims Merchant may have regarding Debit services may not be offset against Bankcard sales.

5.3 Debit transactions are governed by network regulations as well as federal and state laws and regulations, including but not limited to the Electronic Funds Transfer Act, and Regulation E, pursuant to which consumers may have up to sixty (60) days to dispute a Transaction. Merchant shall comply with all applicable federal, state and local laws and regulations.

6. Fees

6.1 HPS may amend the Fees set forth in the Merchant Application as follows: If Convenience Fees are fixed, then HPS may amend such Fees if (i) any Card Scheme or third party changes its fees with HPS, including American Express fees, in the event that Merchant’s American Express status changes or (ii) the average ticket size increases from the average ticket size of the previous thirty (30) day period. If Convenience Fees are percentage-based, then HPS will only amend such Fees if any Card Scheme or third party changes its fees with HPS. The amended Fees shall be effective on the date specified in a written notice thereof, which date shall not be fewer than fifteen (15) days after the date of notice. Merchant shall attach each such revised Schedule of Fees, or written notice to the Merchant’s copy of this Agreement.

6.2 Merchant shall pay all applicable sales taxes for services and products provided by HPS.

Attachment 1

A Global Payments Company 6 | P a g e Revised: 10/25/22 © 2022 Heartland Payment Systems, LLC. All rights reserved. Government and/or Public Education Credit/Debit Card Processing Agreement Terms and Conditions

6.3 Merchant shall pay such fees and charges as may be set by HPS for any requested system enhancements or services in addition to those specified herein or in the Merchant Application or as may be requested by applicable law or changes in Card Scheme Rules.

7. Rights, Duties and Responsibilities of HPS

7.1 Merchant acknowledges that HPS may provide payment transaction processing services hereunder through contracts or subcontracts with third parties engaged in the business of transaction processing and authorizations, and specifically authorizes such third parties to exercise all of the rights of HPS hereunder.

Upon request in writing by Merchant, HPS will identify the third parties involved in Merchant’s processing.

7.2 HPS may, through its performance of the Services, provide Merchant with access to equipment and other hardware, software, including interface applications, processes and other such tangible or intangible property of HPS. HPS retains all ownership rights to such property and does not provide any license or any other use other than as specifically set forth herein.

7.3 HPS will accept all Sales Drafts deposited by Merchant that comply with the terms of this Agreement. HPS will pay to Merchant the total face amount of each Sales Draft, less any Credit Vouchers, or adjustments determined. All payments, credits and charges are subject to audit and final review by HPS and prompt adjustment shall be made as required. Notwithstanding any other provision in this Agreement, HPS may refuse to accept any Sales Draft, revoke its prior acceptance, or delay processing of any Sales Draft for any reasonable period of time, as HPS deems necessary and appropriate. HPS shall have no liability to Merchant for additional charges, higher rates, or any other loss, expense or damage Merchant may incur directly or indirectly due to any such refusal, revocation or delay.

7.4 HPS will accept all customer service calls and other communications from Merchant, relating to the services provided under this Agreement including, but not limited to, equipment service, disbursement of funds, account charges, Merchant statements and Chargebacks. Merchant waives any claim relating to amounts charged to Merchant or amounts paid to unless presented within forty-five (45) days of statement date.

7.5 HPS will process all requests for Sales Drafts and Chargebacks from Card Issuers and will provide Merchant with prompt notice of requests and Chargebacks.

8. Chargebacks

8.1 Merchant agrees to pay HPS the actual amount of any Transaction processed by HPS pursuant to this Agreement whenever any Card or Debit Transaction is reversed.

8.2 Merchant agrees to pay HPS any fees or fines imposed on HPS resulting from Chargebacks and any other fees or fines imposed with respect to or resulting from acts or omissions of Merchant.

8.3 HPS agrees to mail or electronically transmit all Chargeback documentation to Merchant promptly at Merchant’s address shown in the Merchant Application. Merchant is responsible for verifying its monthly statement and its daily deposit for Chargebacks and Chargeback handling fees pursuant to this Agreement.

Merchant shall notify HPS in writing within forty-five (45) days after any debit or credit is or should have been affected. If Merchant notifies HPS after such time, HPS shall not have any obligation to investigate or effect any such adjustments.

Any voluntary efforts by HPS to assist Merchant in investigating such matters after the 45-day notification has expired, shall not create an obligation to continue such investigation or any future investigation.

Merchant must provide all information requested by HPS by the time specified in a request for information; failure to do so shall constitute a waiver by Merchant of its ability to dispute or reverse a Chargeback or other debit, and Merchant shall be solely responsible. If HPS elects, in its sole discretion, to take action on a Chargeback or other debit after the time specified to respond has expired, Merchant agrees to pay all costs incurred by HPS. Merchant agrees to pay HPS a processing fee for Sales Draft retrieval requests at HPS discretion.

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A Global Payments Company 7 | P a g e Revised: 10/25/22 © 2022 Heartland Payment Systems, LLC. All rights reserved. Government and/or Public Education Credit/Debit Card Processing Agreement Terms and Conditions

9. Limitation of Liability: Due Care

9.1 Except as provided in section 9.4 hereof, HPS’s sole liability to Merchant hereunder shall be to correct, to the extent reasonably practical, errors that have been caused by HPS, except that any claim by the Merchant relating to statement accuracy or amounts owed by HPS to the Merchant is waived unless presented within forty-five (45) days of statement date.

9.2 No claim for damages for any performance or failure of performance by HPS under this Agreement shall exceed the Convenience Fee amount and any other fees or charges paid to HPS in connection with the Card Transaction that is the subject of the alleged failure of performance.

9.3 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INDIRECT, OR

EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUES, AND BUSINESS OPPORTUNITIES. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Without limitation of the foregoing, HPS shall not be liable to Merchant for delays in data transmission. Merchant acknowledges that any losses pursuant to this Agreement are commercial in nature.

9.4 HPS MAKES NO WARRANTY WHATSOEVER REGARDING CARD AUTHORIZATIONS, DECLINES OR

REFERRAL CODES, RESPONSES TO REQUESTS FOR AUTHORIZATION, PROCESSING,

SETTLEMENT, OR ANY OTHER SERVICES PROVIDED BY OR ON BEHALF OF HPS HEREUNDER,

AND HPS HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, and HPS shall have no liability to Merchant or any other person for any loss, liability or damage arising directly or indirectly in connection herewith. Without limitation of the foregoing, Merchant acknowledges that HPS has no liability or responsibility for the actions of any Card Scheme, Card Issuer or Cardholder.

9.5 Merchant agrees to abide by the limitations of liability as set forth in this Agreement, and also agrees that neither Party shall be liable for delays in processing or other non-performance caused by such events as fires; telecommunications failures; equipment failures; strikes; riots; war; non-performance of vendors, suppliers, processors or transmitters of information; acts of God or any other causes over which the Party has no control.

9.6 In this Section 9, “HPS” includes each of HPS and American Express.

10. Display of Materials: Trademarks

10.1 If permissible under state law, Merchant agrees to prominently display the promotional materials provided by HPS in its place(s) of business or on an eCommerce site whereby Card Scheme logos must prominently be displayed. Use of promotional materials and use of any trade name, trademark, service mark or logo type (“Marks”) associated with Card(s) shall fully comply with specifications contained in applicable Card Scheme operating regulations.

10.2 Merchant shall not use any promotional materials or Marks in any way that suggests or implies that a Card Scheme endorses Merchant’s products or services.

10.3 Merchant agrees that it will discontinue use of any Mark of a Card Scheme wherever such Marks are displayed, including on the Merchant’s website(s), once (a) this Agreement is terminated or expires or (b) Merchant discontinues acceptance of a Card or participation in a Card Scheme Program.

11. Term: Termination

11.1 This Agreement shall become effective upon acceptance of the first Merchant deposit by HPS and shall continue in effect for a term of thirty-six (36) months therefrom. Thereafter, this Agreement will automatically renew for additional twelve (12) month periods unless terminated by any party by giving ninety (90) days written notice prior to the end of any term, except that in case of an Event of Default by Merchant or as required by a Card Scheme, this Agreement may be terminated by HPS immediately, and HPS shall give Merchant written notice within fifteen (15) days thereafter.

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A Global Payments Company 8 | P a g e Revised: 10/25/22 © 2022 Heartland Payment Systems, LLC. All rights reserved. Government and/or Public Education Credit/Debit Card Processing Agreement Terms and Conditions

11.2 In the event HPS fails to provide the Services as stated herein, prior to exercising any right of termination, Merchant must (i) notify HPS of such breach; (ii) give HPS a reasonable period to cure, depending on the nature of the breach. The parties shall agree on the duration of such reasonable period in writing; and if, HPS is unable to cure within such time, Merchant may terminate this Agreement subject to the terms herein.

11.3 If any of the following events shall occur (each an “Event of Default”):
(i) Merchant shall default in any material respect in the performance or observance of any term, covenant, condition or agreement contained in this Agreement; or (ii) A reasonable belief by HPS that Merchant will constitute a risk to HPS by failing to meet the terms of this Agreement; or
(iii) Material adverse change in the business, financial condition, business procedure or services of Merchant; or
(iv) any information contained in the Merchant Application was or is incorrect in any material respect, is incomplete or omits any information necessary to make such information and statements not misleading to HPS; or
(v) irregular Card sales or credits by Merchant, Card sales substantially greater than the average ticket amount stated on Merchant’s Application, excessive Chargebacks or any other circumstances which in the sole discretion of HPS, may increase the risk of Merchant Chargebacks or otherwise present a financial or security risk to HPS; or
(vi) reasonable belief by HPS that Merchant is engaged in practices that involve elements of fraud or conduct deemed to be injurious to Cardholders, including, but not limited to fraudulent, prohibited or restricted Transaction(s); or
(vii) any voluntary or involuntary bankruptcy or insolvency proceedings involving Merchant, its parent or an affiliated entity, or any other condition that would cause HPS to deem Merchant to be financially insecure; or
(viii) Merchants engages in any Outbound Telemarketing Transactions; or (ix) Merchant or any other person owning or controlling Merchant’s business is or becomes listed in any Card Scheme’s security reporting;

Then, upon the occurrence of any Event of Default, all amounts payable hereunder by Merchant to HPS shall be immediately due and payable in full.

11.4 In the event of termination, regardless of cause, Merchant agrees that (a) all obligations and liabilities of Merchant with respect to any Sales Draft or Credit Voucher presented prior to the effective date of termination shall survive such termination and expressly authorizes HPS to withhold and discontinue the deposit to Merchant’s Account for all Card and other payment transactions of Merchant in the process of being collected and deposited; and (b) it will discontinue all use of Marks of a Card Scheme or HPS.

11.5 Merchant agrees that all obligations incurred or existing under the terms of this Agreement as of the date of termination, shall survive such termination. After the termination or expiration of the terms of the agreement, Client shall discontinue using and shall remove all hyperlinks, signs, displays or other materials containing the name or logo of HPS/TouchNet and/or its suppliers.

11.6 Neither the expiration nor termination of this Agreement shall terminate the obligations, or rights of the parties pursuant to provisions of this Agreement, which by their terms are intended to survive or be perpetual or irrevocable.

11.7 If any Event of Default shall have occurred and be continuing, HPS may, in its sole discretion, exercise all of its rights and remedies under in equity, contract or applicable law, including, without limitation, those provided in this Agreement.

11.8 The provisions governing processing and settlement of Card Transactions, all related adjustments, fees and other amounts due from Merchant and the resolution of any related Chargebacks, will continue to apply after termination of this Agreement until all Card Transactions made prior to such termination are settled or resolved. Upon termination of this Agreement, Merchant agrees to promptly send HPS all data relating to Card Transactions made to the date of termination.

12. Terminated Merchant File

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A Global Payments Company 9 | P a g e Revised: 10/25/22 © 2022 Heartland Payment Systems, LLC. All rights reserved. Government and/or Public Education Credit/Debit Card Processing Agreement Terms and Conditions

12.1 If Merchant is terminated for any of the reasons specified as cause by Visa, MasterCard and Discover Network, HPS may report Merchant’s business name and the names and other identification of its principals to the terminated merchant file. Merchant expressly agrees and consents to such reporting, and HPS shall have no liability to Merchant for any loss, expense or damage Merchant may sustain directly or indirectly due to such reporting.

13. Notices

13.1 All notices and other communication required or permitted under this Agreement shall be deemed delivered when mailed first-class mail, postage prepaid, addressed to the Merchant at the address stated in the Merchant Application and to HPS at the address set forth below, or at such other address as the receiving party may have provided by written notice to the other:

Heartland Payment Systems, LLC
Attn: Customer Care
One Heartland Way
Jeffersonville, IN. 47130
Phone: (888) 963-3600

Member Sponsor Banks

Issues Regarding Credit Cards

Deutsche Bank Trust Company Americas
Cash Management
1 Columbus Circle, New York NY, USA 10019-8735
Email: [email protected]

Wells Fargo Bank, N.A.

P.O. Box 6079
Concord, CA 94524
Phone: (844) 284-6834

Issues Regarding Debit Cards

PB&T BANK
301 West 5th Street
Pueblo, CO. 81003
(888) 728-3550

14. Additional Terms

14.1 Truth of Statements: Merchant represents to HPS that all information and all statements contained in the Merchant Application are true and complete and do not omit any information necessary to make such information and statements not misleading to HPS.

14.2 Entire Agreement: This Agreement constitutes the entire understanding of HPS and Merchant and supersedes all prior agreements, understanding, representations, and negotiations, whether oral or written between them.

14.3 Amendments: Except as otherwise provided herein, no provision of this Agreement may be waived, amended or modified except in writing signed by an authorized representative of each party.

14.4 No Waiver of Rights: Any failure of a Party hereto to enforce any of the terms, conditions or covenants of this Agreement shall not constitute a waiver of any rights under this Agreement.

14.5 Section Headings: All section headings contained herein are for descriptive purposes only, and the language of such section shall control.

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A Global Payments Company 10 | P a g e Revised: 10/25/22 © 2022 Heartland Payment Systems, LLC. All rights reserved. Government and/or Public Education Credit/Debit Card Processing Agreement Terms and Conditions

14.6 Assignability: Neither Party hereto may assign this Agreement directly or by operation of law, without the prior written consent of the non-assigning party, which consent shall not be unreasonably withheld, either party may assign this Agreement to a parent, subsidiary, or affiliate without the other’s consent. This Agreement shall be binding upon the parties hereto, their successors and permitted assigns. Any assignment without the prior written consent of the non-assigning party shall be void.

14.7 Damages: In any judicial or arbitration proceedings arising out of or relating to this Agreement, including but not limited to these actions or proceedings related to the collection of amounts due from merchant, the providing party shall recover, in addition to all damages awarded, all court costs, fees and expenses of experts.

14.8 Relationship of the Parties: Nothing contained herein shall be deemed to create a partnership, joint venture or, except as expressly set forth herein, any agency relationship between HPS and Merchant.

14.9 Severability: If the performance by either party of any provision of this Agreement is determined to be unlawful or in violation of any state, federal or local statute, law, ordinance, regulation or rule, or of the rules of any Card Scheme, said party shall seek to cure the illegality or violation within thirty (30) days following the date that such party is first informed of such violation or illegality. If such cure is not affected within such thirty (30) days period, the illegal or violating provision shall be null and void, and this Agreement shall remain in full force and effect and the parties shall use their best efforts to agree upon legal and non- violating substituted provisions that will serve the intent of the parties.

14.10 Privacy Policy: All financial and personal information about Merchant and a Merchant’s vendors and suppliers, is considered confidential data. Merchant acknowledges and agrees that this information or other personal information will be used only in connection with the services provided by HPS and third parties designated by HPS to Merchant under the terms of this agreement and the performance of this Agreement.

Notwithstanding the foregoing or anything else contained herein, Merchant information may be provided by HPS to any third party including but not limited to, Card Schemes, collection agencies, financial institutions or organizations, or merchant associations in the event of a default by merchant in any obligation under this agreement.

14.11 Governing Law: This Agreement shall be construed and governed by the laws of the state of in which the government or public educational entity is located without regard to legal principles related to conflict of laws.

14.12 Jurisdiction & Venue: Any suit, action or proceeding (collectively “action”) arising out of or relating to this Agreement shall be brought only in the courts of the state of which the government or public educational entity is located or in the applicable United States District Court. The parties hereto agree and consent to the personal and exclusive jurisdiction of said courts over them as to all such actions, and further waive any claim that such action is brought in an improper or inconvenient forum. In any such action, the parties waive trial by jury.

14.13 No Third Party Beneficiary. Under no circumstance, shall any third party be considered a third party beneficiary of Merchant’s rights or remedies under this Agreement or otherwise be entitled to any rights or remedies of Merchant under this Agreement.

14.14 Changes: HPS may change the terms of or add new terms to this Agreement at any time in accordance with applicable law. Any such changes or new terms shall be effective when notice thereof is given by HPS either through written communication or on its merchant website located at https://infocentral.heartlandpaymentsystems.com.

14.15 Public Statements . Merchant shall obtain the prior written consent of HPS prior to making any written or oral public disclosure or announcement, whether in the form of a press release or otherwise, which directly or indirectly refers to HPS.

15. Optional Card Brand Fees:

Convenience Fee: A fee charged to the Cardholder by the Merchant for a true convenience for accepting a credit or debit card. Examples of a “true convenience” are payment through the internet, mail order or phone order. All Card Schemes allow merchants to charge a convenience fee. All Card Schemes must be charged equally.

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A Global Payments Company 11 | P a g e Revised: 10/25/22 © 2022 Heartland Payment Systems, LLC. All rights reserved. Government and/or Public Education Credit/Debit Card Processing Agreement Terms and Conditions

Merchant is required to disclose the fee to the Cardholder and provide the Cardholder with the opportunity to cancel the Transaction, if the Cardholder does not want to pay the convenience fee. In addition to the foregoing, (i) Visa requires Merchants to have a brick and mortar location in order to be allowed to charge a convenience fee; (ii) MasterCard requires processors to register any government or education merchant; and (iii) AMEX requires that the convenience fee be shown as a separate charge on the Cardholder’s receipt for the goods or services.

Surcharge: A charge in addition to the initial amount of the sale on a credit card to cover the merchant’s cost of acceptance. All Card Schemes allow surcharging. Visa, MasterCard and Discover require Merchants to register with the Card Schemes. The Merchant is required to disclose the fee at the entry of its establishment and at the point of sale. The Cardholder must be given the opportunity to cancel the Transaction if they do not want to pay the surcharge fee. The amount of the charge cannot exceed the amount of the Merchant’s discount fee on Visa, MasterCard and Discover and is capped at 4%. The surcharge must appear on the sales receipt separately from the sales amount. All Card Schemes must be charged equally. Currently there are several states that prohibit surcharging. Merchants should check their state and local laws prior to initiating a surcharge.

Service Fee: Visa allows government and education merchants to charge a different type of fee called a “service fee”. This fee is assessed for accepting payments for taxes, fees and fines for government MCCs and for tuition, room and board, lunch programs, etc. for education MCC merchants. The service fee can be charged on credit and debit Transactions, in a face-to-face or card not present environment. The service fee must appear separate from the sales amount on the receipt. Merchants must be registered through Visa. Service fee must be disclosed prior to completion of the transaction, allowing the cardholder to cancel the Transaction if they do not wish to accept the service fee. MasterCard allows government and education merchants to charge “convenience fees” and has no separate “service fee” for these MCCs.

Other Fees: Handling fees and payment fees are allowed on all Card Schemes as long as these fees are charged on all payment channels; cash, checks, ACH, etc. These are not governed by the Card Schemes specifically. State and local laws may apply and merchants should ensure the fees are allowed in their area of business.

Attachment 1

Insurance

During the performance of this Agreement, shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by the Consultant, their agents, representatives, or employees.

Minimum Scope and Limits of Insurance. Consultant shall maintain limits not less than:

1. Commercial General Liability : coverage written on an occurrence basis with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, personal injury and property damage. ISO Occurrence Form shall be at least as broad as CG 0001.

2. Workers’ Compensation: Statutory Limits and Employer's Liability: $1,000,000 per accident for bodily injury or disease.

Industry Specific Coverages. If checked below, the following insurance is also required:
☐ Professional Liability / Errors and Omissions Liability coverage with limits not less than $1,000,000 per claim.

☐ Valuable Papers and Electronic Data Processing with limits not less than $10,000 each.

☒ Cyber & Tech Liability coverage with limits not less than of $1,000,000 per occurrence or claim.

☐ Commercial Crime coverage with limits not less than $1,000,000 per occurrence to include employee and non-employee dishonesty and theft, forgery, fraud, disappearance and destruction of money and securities.

☐ Coverage must include third party premises endorsement.

Deductibles, Self-Insured Retentions and Other Coverages:

Any deductibles or self-insured retentions must be declared and reviewed by the City of Sunnyvale, Risk Manager. The Consultant shall pay of any losses and related investigations, claim administration and defense expenses within the deductible or self - insured retention. Policies containing any self-insured retention provision shall provide, or be endorsed to provide, that the SIR may be satisfied by the Named Insured.

The aforementioned insurance requirements can be met through any combination of self- insured, primary and excess/umbrella policies that fulfill the stipulated coverage as cited above.

Other Insurance Provisions:

1. During the term of the Agreement, the City of Sunnyvale, its officers, officials, employees, agents, and volunteers are to be covered as an additional insured in the Consultant’s commercial general liability policy with respect to liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant. The coverage

EXHIBIT G
Attachment 1

shall contain no special limitations on the scope of protection afforded to the City of Sunnyvale, its officers, officials, employees, agents, or volunteers.

Additional Insured Endorsement for ongoing operations at least as broad as ISO CG 20 10 Scheduled, or automatic CG 20 38 and completed operations shall be at least as broad as ISO CG 20 37 scheduled or automatic ISO CG 20 40.

2. During the term of the Agreement, the Consultant’s Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Sunnyvale.

3. For all Architects, Engineers and Design Professionals - If Industry Specific Coverage box is check above and if the Consultant’s Professional Liability/Errors and Omissions coverage is written on a claims made basis:
a. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work. c. If coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a Retroactive Dat e prior to the Agreement effective date, the Consultant must purchase “extended reporting” coverage for a minimum of three (3) years after completion of contract work.

4. For any claims related to this agreement, the Consultant’s insurance shall be primary.

Any insurance or self-insurance maintained by the City of Sunnyvale, its officers, officials, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not contribute with it and shall be at least as broad as ISO CG 20 01 04 13.

5. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Sunnyvale, its officers, officials, employees, agents or volunteers.

6. The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

7. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by email to [email protected], has been given to the City.

8. Any umbrella or excess Insurance Liability policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this document, including the additional insured, SIR, and primary and non-contributory insurance requirements for the benefit of City (if agreed to in a written contract or agreement) until all coverage carried by or available to the Consultant’s primary and excess liability policies are exhausted and before the City’s own Insurance or self-insurance shall be called upon to contribute to a loss.

9. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the Consultant’s policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) t he minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum Attachment 1

limits of coverage of any insurance policy or proceeds available to the named insured and also available to the Additional Insured, whichever is greater.

Acceptability of Insurers:

10. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than Superior or Excellent, and who are admitted and authorized to do business and in good standing in California unless otherwise acceptable to the City of Sunnyvale’s Ri sk Manager.

Verification of Coverage:

City utilizes PINSAdvantge.com (PINS) to track and verify all insurance related documents. City is no longer accepting Certificates of Insurance by mail and requires the use of PINS. City will email the Contractor/Consultant requesting proof of insurance f or this Contract through the PINS platform ( [email protected]), which include instructions on how to upload insurance documents electronically. Contractor/Consultant shall furnish the City with an electronic Certificate of Insurance effecting the coverage required. The certificates are to be signed by a person autho rized by that insurer to bind coverage on its behalf and name City of Sunnyvale, Attn: Risk Management, 456 W. Olive Ave, Sunnyvale, CA 94088 as the certificate holder. All certificates are to be received and approved by the City Risk Manager prior to commencement of work.

The Consultant shall provide certificate(s) evidencing renewals of all insurance required herein prior to the expiration date of any such insurance. Consultant shall submit insurance certificates reflecting the policy renewals through PINS. The City reserv es the right to require complete, certified copies of all required insurance policies, at any time.

Subcontractors
Consultant shall require all sub -contractors to procure and maintain insurance policies subject to these requirements. Failure of Consultant to verify existence of sub-contractor’s insurance shall not relieve Consultant from any claim arising from sub -contractors work on behalf of Consultant.

Attachment 1