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HomeMy WebLinkAboutINTERVIEW NOW INC. (3) INSURANCE NOT ON FILE WORK MAY NOT PROCEED N-2025-204 CITY CLERK DATE: JUL 2 2 2025 GrndY.14"ar�l Y euf(Dz) Interview Now Inc. Master Subscription Agreement THIS MASTER SUBSCRIPTION AGREEMENT(THE "MSA")GOVERNS CUSTOMER'S USE OF INTERVIEW NOW INC.'S SOFTWARE AND SERVICES. BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, (3) BY SIGNING THIS AGREEMENT, BY (4) USING SERVICES, OR BY (5) USING FREE TRIAL SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. THE MSA CONSTITUTES THE "AGREEMENT."THIS AGREEMENT IS EXECUTED BETWEEN Interview Now Inc. ("INTERVIEW NOW")AND THE ENTITY PLACING AN ORDER FOR SOFTWARE AND SERVICES ("CUSTOMER") (COLLECTIVELY, THE "PARTIES"). IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO SIND THE ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER' SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE AND SERVICES. 1. SCOPE OF AGREEMENT This MSA governs Interview Now's provision of Interview Now Services, as defined herein detailing the Interview Now Services purchased. 2. DEFINITIONS "Affiliate" means any entity which is directly or indirectly controlling, controlled by, or under common control with a party to this Agreement. For the avoidance of doubt, any software subscription Fees due under this Agreement are based on Customer's business locations and services purchased. "Interview Now Account" means Customer's password-restricted account by which it may access and use the Software. "Interview Now Services" means the Software provisioned to Customer pursuant to the Agreement. "Internal Use" means use of the Interview Now Services for Customer's and/or Customer's Affiliates' general business use, solely for the benefit of Customer and/or Customer Affiliates, "Customer Data" means any material that is entered into the Interview Now Account by Customer, Customer's employees or contractors, or any third parties acting on behalf of or at the direction of Customer(including, for the avoidance of doubt, Customer's job candidates). "Quote" software or deliverables as well as the quantity, unit price, and total price. All Quotes and Purchase Orders shall be governed by this MSA and no other terms or conditions shall apply. "Purchase Order" means Customer's Purchase Order which shall be issued by Customer signifying Customer's order of the Interview Now Services contained in an Interview Now Quote or itemized in the Purchase Order. The MSA shall govern the terms and conditions of the issued Purchase Order and no other terms or conditions shall apply. "Professional Services" means services provided by Interview Now other than the Software to enable or optimize Customer's use of the Software, which may include without limitation data migration, implementation, ongoing support, custom development, and individualized training. "Personal Data" means Information that identifies a person, such as a name or online identifier, that is uploaded into the Software by Customer or by third parties acting on Customer's behalf, including job candidates. "Software" means Interview Now's proprietary mobile recruiting and interviewing SaaS products, which shall be accessed by Customer via the internet and will include any updates made generally available at no additional charge to similarly situated Interview Now customers. 3. PROPRIETARY AND DATA RIGHTS AND RESPONSIBILITIES (a)Access to Software. Subject to Customer compliance with the terms and conditions of the Agreement, Interview Now grants to Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the licensed Software, as provided by Interview Now, for Internal Use during the Term in the manner contemplated by the Parties and this MSA. (b) Restrictions on Use of Software. Customer will comply with all applicable laws, rules and regulations in connection with Customer's use of the Software. Customer will not, and will not permit any third party to: (1) copy, modify, translate, or create derivative works of the Software; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software; (III) lend, lease, offer for sale, sell or otherwise use the Software for the benefit of third parties; (iv) circumvent or attempt to circumvent any technological protective measures put in place to prevent or restrict access to the Software, including without limitation other accounts, computer systems or networks connected to the Software; or(v) use or view the Software for the purposes of developing, directly or indirectly, a product or service competitive to the Software. (c) Interview Now Ownership of Interview Now Services. Except for the rights granted in Section 3(a) above, Interview Now retains all right, title and interest, including all intellectual property rights, in and to the Interview Now Services. Customer acknowledges that the Interview Now Services include Interview Now's valuable trade secrets and improper use or disclosure may cause Interview Now irreparable harm.Accordingly, Customer agrees to use the Interview Now Services solely as authorized in this Agreement. Customer further acknowledges that the license granted pursuant to this Agreement is not a sale and does not transfer to Customer title or ownership of the Software or a copy of the Software, but only a right of limited use. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO INTERVIEW NOW. (d) Customer Data. Subject to the terms and conditions of this Agreement, Customer grants to Interview Now a limited, non-transferable(except pursuant to Section 11(a) below), worldwide license to use the Customer Data for the purpose of providing the Interview Now Services; specifically, to store, process, display, use and generally make the Customer Data available through the Internet and the Interview Now Account in order to provide the Interview Now Services in accordance with this Agreement. Customer acknowledges that Customer Data will be stored and processed in the United States. Customer represents and warrants that: (i) it either owns the Customer Data or is otherwise permitted to grant the license set forth in this Section 3(d); (ii)the posting and use of Customer Data on or through the Software does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the posting of Customer Data on the Software does not result in a breach of contract between Customer and any third party. (e)Aggregated Anonymous Data. Customer agrees that Interview Now may calculate aggregate, anonymized statistics about its customers' use of the Software that are non-personally identifiable with respect to Customer and/or any individual and use those statistics (but not the underlying data) for purposes of Interview Now's own sales, marketing, business development, product enhancement, or customer service initiatives. Notwithstanding the foregoing, Interview Now shall ensure that the statistics will not constitute Personal Data and will not include any Personal Data. (f) Family Educational Rights and Privacy Act. In the event Customer is subject to the provisions of the Family Educational Rights and Privacy Act ("FERPA"), the Parties agree as follows: (A) Customer appoints Interview Now as a"school official" as that term is used in FERPA §§99.7(a)(3)(iii) and 99.31(a)(1)and as interpreted by the Family Policy Compliance Office, and determines that Interview Now has a"legitimate educational interest," for the purpose of carrying out its responsibilities under the Agreement and (8) Interview Now acknowledges that Customer is bound by all relevant provisions of FERPA and Interview Now agrees that it will work to ensure Customer does not breach any such relevant provisions by ensuring personally identifiable information obtained from Customer by Interview Now in the performance of this Agreement: (i)will not be disclosed to third parties, except as expressly permitted in FERPA, without signed and dated written consent of the student, or if the student is under eighteen (1 S) years of age, signed and written consent of the student's parents/guardians and (ii)will be used only to fulfill Interview Now's responsibilities under the Agreement. In accordance with FERPA, the Parties agree that any consents to disclose information may be made electronically. Notwithstanding anything to the contrary, nothing in this Agreement prevents Interview Now from using or disclosing or otherwise exercising all rights in de-identified, anonymized, or aggregate information derived from educational records in accordance with section (e) above. 4. USE OF THE INTERVIEW NOW SERVICES a) Interview Now's Responsibilities. Interview Now will provide the Interview Now Services only in accordance with applicable laws and government regulations. Interview Now will perform any Professional Services provisioned under the Agreement in a professional and workmanlike manner consistent with industry standards. Interview Now will maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Customer Data. (b) Customer Responsibilities.Customer will (1) be responsible for its and its Affiliates and personnel's compliance with this Agreement, (11) use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and notify Interview Now immediately of any such unauthorized access and/or use of which Customer becomes aware, and (iii) use the Software only in accordance with this Agreement and all applicable laws and government regulations. Customer will not(t) make the Software avallable to any third party(except for any third parties acting on behalf of Customer or at Customer's request, such as recruiting agencies), (u) sell, resell, rent or lease the Software, (v) knowingly use the Software to store or transmit material that infringes the intellectual property rights or other proprietary rights of any third party or violates third-party privacy rights, (x) knowingly use the Software to transmit malicious code, (y) attempt to gain unauthorized access on the Software or its related systems or networks, or(z) interfere with or disrupt the integrity or performance of the Software or any third-party data contained therein. 5. FEES AND PAYMENT (a) Fees, Customer will pay Interview Now all fees set forth on any applicable Quotes (collectively, the"Fees")within thirty (30)days of Customer's receipt of an invoice, unless otherwise set forth in such Quote. Customer's payment obligations are non-cancelable and non-refundable, except in the event of Customer's termination under Sections 7(c), and 7(d), and all Fees are due in advance and are based on the Interview Now Services purchased and not actual usage. (b) Payment Terms. For all Fees, Customer will pay each correct invoice no later than 30 days after receipt and will remit payment to the address stated on the invoice. Customer is solely responsible for providing Interview Now accurate and complete billing and contact information and for notifying Interview Now of any changes to such information. (c)Overdue Charges. Interview Now reserves the right to charge Customer interest at the rate of 1.5%of the outstanding balance per month, or the maximum rate permitted by law,whichever is lower, on any Fees not received within fifteen (15) days of the date such payment was due. Additionally, in the event any Fees are more than thirty (30)days overdue, Interview Now may suspend its performance of the Interview Now Services, and require full payment before Interview Now resumes performance. (d)Taxes. Customer will be responsible for payment of all sales, use, property, value-added, withholding, or other federal, state or local taxes except for taxes based solely on Interview Now's net income. If Interview Now is required to pay any such taxes based on the licenses granted in this Agreement or on Customer's use of the Services, then such taxes will be billed to and paid by Customer. For the avoidance of doubt, all Fees listed herein are exclusive of Sales Tax. 6, CONFIDENTIAL INFORMATION (a) Definition of Confidential Information.As used herein, "Confidential information" means all confidential 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. Without limitation, Customer's Confidential Information will include Customer Data; Interview Now's Confidential Information will include the Services; and Confidential Information of each Party will include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information will not include any information that(€) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (€€)was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (€€€) 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. (b) Protection of Confidential Information.The Receiving Party will use the same degree of care to protect the Disclosing Party's Confidential Information that it uses to protect the confidentiality of Its own Confidential Information of like kind (but In no event less than reasonable care), The Receiving Party agrees(€)not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (i€) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of Its and its Affiliates'employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither Party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and its legal counsel and accountants without the other Party's prior written consent. (c)Compelled Disclosure.The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such 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 Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential information. 7. TERM AND TERMINATION (a)Term of Agreement.This Agreement takes effect on the date of the last signature of the signatories to the MSA, or if no signature of MSA on the start of service or on the start of the free trial or on signature of order form. This Agreement will remain in effect until all Purchase Orders have expired or been terminated in accordance with the terms of the Agreement(the"Term"), (b)Term of Subscriptions.The initial term of each subscription to Interview Now Services will be described in the applicable Quote(the"Initial Term"). Except as otherwise described in a Quote, subscriptions for each Interview Now Service Customer will have option to renew this Agreement for additional one-year terms of twelve (12) months (each, a "Renewal Term") each upon receipt and acceptance of a renewal quote. (c)Termination for Default. If either Party commits a material breach or default in the performance of any of its obligations under the Agreement, then the other Party may terminate the Agreement, provided that the terminating Party gives the breaching or defaulting Party written notice of termination specifying the underlying breach or default within thirty (30)days of discovery of such breach or default, and such breach or default remains uncured thirty (30)days after the breaching or defaulting Party receives the notice. (d) Termination for Convenience.Customer shall have the right to terminate this Agreement, without cause, by giving not less than thirty (30)days'written notice of termination. The effective date of the termination, in this case, will be the last day of the Agreement year for which Customer has paid. (f) Effect of Termination. Upon expiration or termination of the Agreement for any reason, the rights, licenses and access to the Interview Now Services granted to Customer under the Agreement will immediately terminate. If the Agreement expires, or if Interview Now terminates this Agreement pursuant to Section 7(c), any unpaid Fees will become immediately due and payable to Interview Now. If Customer terminates the Agreement pursuant to Section 7(c), Interview Now will provide Customer with a pro-rated refund of any prepaid, unused Fees covering the period from the date of termination through the end of the Term. In no event will expiration or termination of the Agreement relieve Customer of any obligation to pay Fees applicable to the period prior to the date of termination. (g) Data. Upon expiration or termination of this Agreement for any reason and provided that Customer has paid all unpaid and due fees to Interview Now Interview Now shall provide an export file of all Customer Data stored in the Interview Now Account(in a reasonably usable digital format) to Customer, if Customer requests this within thirty(30) business days of such expiration or termination. (h) Survival.All terms and provisions of the Agreement, including any exhibits, which by their nature are intended to survive any termination or expiration of this Agreement, will so survive. B. REPRESENTATIONS AND WARRANTIES Each party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) it has the right, power and authority to enter the Agreement and to grant the rights and licenses granted hereunder and to perform all of its obligations hereunder; (c)this MSA will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (d) it will abide by all applicable federal, state and local laws and regulations with respect to online activities, use of end user data and the products and services offered by each Party in connection with the Agreement. 9. WARRANTY DISCLAIMER THE SERVICES ARE PROVIDED "AS 18"WITHOUT WARRANTY OF ANY KIND,AND INTERVIEW NOW MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES,WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING THEIR CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION. INTERVIEW NOW SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER IMPLIED OR STATUTORY WARRANTIES, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE. INTERVIEW NOW DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE SERVICES WILL WORK WITHOUT INTERRUPTIONS. 10. LIMITATION OF LIABILITY Interview Now shall have Insurance Coverage at least as broad as: i) Commercial General Liability ( CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis including products and completed operations, property damage, bodily injury and personal &advertising injury with limits no less than$1, 000, OQO per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projectilocation ( ISO CG 25 03 or 25 04)or the general aggregate limit shall be twice the required occurrence limit. ii) Professional Liability ( Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $ 1, 000,000 per occurrence or claim. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor.Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The Entity, its officers, officials, employees, and volunteers are to be covered as additional Insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant Including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 201011 85'or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Primary Coverage For any claims related to this contract, the Consultant's insurance coverage shall be primary Insurance primary coverage at least as broad as ISO CG 20 0104 13 as respects the Entity, its officers, officials, employees, and volunteers. Any Insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. Notice of Cancellation Each Insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entity. Waiver of Subrogation Consultant hereby grants to Entity a waiver of any right to subrogation which any insurer of Bald Consultant may acquire against the Entity by virtue of the payment of any loss under such Insurance, Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. Self- Insured Retentions Self-insured retentions must be declared to and approved by the Entity. The Entity may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related Investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity. Acceptability of Insurers Insurance is to be placed with Insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A,VII, unless otherwise acceptable to the Entity, Claims Made Policies If any of the required policies provide coverage on a claims-made basis: a. The Retroactive Elate must be shown and must be before the date of the contract or the beginning of contract work. b. Insurance must be maintained and evidence of insurance must be provided for at least five 5) 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 Date prior to the contract effective date, the Consultant must purchase"extended reporting"coverage for a minimum of five(6)years after completion of contract work. Verification of Coverage Consultant shall furnish the Entity with original Certificates of Insurance Including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause)and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them, The Entity reserves the right to require complete, certified copies of all required Insurance policies, In eluding endorsements required by these specifications, at any time. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein,and Contractor shall ensure that Entity is an additional Insured on insurance required from subcontractors. Special Risks or Circumstances Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prier experience, Insurer, coverage, or other special circumstances. 11. INDEMNIFICATION (a) Interview Now will indemnify, defend and Fold Customer harmless from any third-party claim, action, suit or proceeding made or brought against Customer alleging that Customer's use of the Software in accordance with the Agreement infringes such third party's intellectual property rights (an "Infringement Claim"), In the event of an Infringement Claim, Interview Now may,at its sole option and expense: (i) procure for Customer the right to continue use of the Software or the infringing part thereof; or(ii) modify or amend the Software or infringing part thereof, or replace the Software or infringing part thereof with other software having substantially the same or better capabilities; or, (01) if neither of the foregoing is commercially practicable, terminate the Agreement and repay to Customer a pro-rate portion, if any, of any prepaid but unused Fees. Interview Now will have no liability for an Infringement Claim if the actual or alleged infringement results from (w) Customer's breach of the Agreement, (x) Customer's modification, alteration or addition made to the Software or any use thereof, including any combination of the Software with other materials not provided or authorized by Interview Now, (y) Customer's failure to use any corrections or modifications made available by Interview Now that would not result in any material loss of functionality, or(z) use of the Software in a manner or in connection with a product or data not contemplated by this Agreement. Interview Now also disclaims any liability for settlements entered into by Customer or costs Incurred by Customer in relation to an Infringement Claim that are not pre-approved by Interview Now in writing. (b) Customer will indemnify, defend and hold Interview Now harmless from (1)any third-party claim, action, suit or proceeding arising out of or resulting from Interview Now's use of any Customer Data, as It was provided to Interview Now, in accordance with this Agreement; and (11)any fines or penalties that may arise as a result of Customer's breach of the export restrictions set forth in Section 12(c). (c) Each Party's indemnity obligations are subject to the following: (I)the indemnified party will promptly notify the indemnifying Party in writing of the applicable claim; (ii)the indemnified Party will reasonably cooperate to the extent necessary for the defense of such claim. (d)This provision, Section 11, Indemnification, shall survive the termination of this Agreement. 12. MISCELLANEOUS (a)Assignment, Neither Party may assign the Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign the Agreement to a parent, affiliate, subsidiary, or successor to its business, if any, resulting from a merger, acquisition, or other change in control. Subject to the foregoing, the Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns, Any attempted assignment in violation of this Section 12(a)will be null and void. (b) U.S. Government Rights.To the extent applicable, Interview Now provides the Interview Now Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212(Software)and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data—Commercial items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Interview Now to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. (c) Export Regulations.Customer agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations("EAR") maintained by the U,S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. Specifically, Customer covenants that it will not-- directly or indirectly—sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology(including products derived from or based on such technology) received from Interview Now under the Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. (d) Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement will remain in full force and effect. (e) Governing Law and Jurisdiction.The Agreement is governed by and construed under the laws of the State of California without reference to conflict of laws principles. All disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, California and the Parties agree and submit to the exclusive jurisdiction and venue of these courts. (f) Modification and Waiver. No waiver or modification of the Agreement will be valid unless made in writing and signed by both parties.The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof. (g) Entire Agreement.This Agreement constitutes the sole and entire understanding of the Parties and supersedes any previous or contemporaneous communications, whether oral or written; and may be amended only by writing and signed by both Parties. Unless explicitly provided for, Customer agrees that its obligations under the Agreement are not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by Interview Now regarding future functionality or features. (h) Counterparts. This Agreement may be executed in any number of counterparts and by each Party in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. (i) Entire Agreement. Unless otherwise prohibited by law or Customer's policy, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term"electronic copy of a signed contract" refers to a writing as set forth in Evidence Code Section 1550. The term "electronically signed contract" means a contract that is executed by applying an electronic signature using technology approved by Customer. INTERVIEW NOW INC. g Bq Y Authorized Signat e Authorized ignature Printed Name: Alvaro Nunez Printed Name:_KeVln GendrOn City Manager Title Title: Vice President, Sales Date: _itQ,� Date: 07 01 2025 RECOMMENDED FOR APPROVED AS TO FORM: APPROVAL: SON! R, CARVALH ATTEST: City tt ikPI By: Jennifer a "~'° \ T4Wra 609041aT Robert Rodrigue City Clerl Senior Assistant City Attorney Chief of Police '. I NTERVI E'W NOW ------------------- Police Department Santa Ana Police Department -- 20250528-134956262 •Civic Center Plaza • • • Santa Ana,CA 92701 Quote- 27,2025 United States Quote createdMatthews TerritoryManager• • e • JOHN CHOI •i jchoi(cbsanta-ana.org 71445411273 Comments from Graham Matthews Paid up front for three years. Products& Services Item & description Quantity Unit Price Total Interview Now Communications 1 $36,000.00 $28,800.00 Dashboard after 201,di,,cuui11. Irrc11jJescaptureand file;-s�re,[iir'ig products. for 3yeais One-time implementation 1 $500.00 $500.00 Custom account setup attd o»bnarcling One-time subtotal $29,300.00 Total $29,300.00 Purchase terms Questions?Contact me Graham Matthews Territory Sales Manager graham@i nterviewnow.io +19164136849 Interview Now 2261 Market Street STE S324 San Francisco,CA 94114 United States DATE(MM/DD/YYYY) AC�O, RO® CERTIFICATE OF LIABILITY INSURANCE 8/8/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Chubb Customer Service Center FAX CYBERPOLICY INSURANCE SOLUTIONS PHONE 866-972-2727 A/C,No,Ext: (A/C,No): PO BOX 9070 ADDRESS: chubbcsc@chubb.com INSURER(S)AFFORDING COVERAGE NAIC# CARLSBAD CA 92018 INSURER A: ACE Fire Underwriters Insurance Company 20702 INSURED INSURER B: ACE Property and Casualty Insurance Company 20699 INTERVIEW NOW INC. INSURER C: Chubb National Insurance Company 10052 1311 WEBSTER ST#E315 INSURER D: INSURER E: ALAMEDA CA 94501 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSD VIVIDPOLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ 1,000,000 MED EXP(Any one person) $ 5,000 A Y Y D96109003 05/07/2025 05/07/2026 PERSONAL&ADV INJURY $ *1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY ❑ECT ❑LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY (Ea accident) $ ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y Y D96109003 05/07/2025 05/07/2026 BODILY INJURY(Per accident) $ AUTOS ONLYN AUTOS X AUTOS ONLY AUTOS ONLY (Per accident) $ Occurrence/Aggregate $ **1M/2M X UMBRELLA LAB MCLAIMS-MADE OCCUR EACH OCCURRENCE $ 2,000,000 B EXCESS LAB Y Y D96109027 05/07/2025 05/07/2026 AGGREGATE $ 2,000,000 DED I X RETENTION$ 0 $ ER NOTH- ORKERS COMPENSATION X I STATUTE I ER ND EMPLOYERS'LIABILITY Y/N NY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 C FFICER/MEMBER EXCLUDED? FNI N/A 7179-66-10 05/07/2025 05/07/2026 Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) *Personal and Advertising Injury is included within the General Liability limits **Hired and Non-Owned Auto is included within the General Liability limits The insurance afforded by the policies described herein is subject to all terms,exclusions and conditions of such policies.City of Santa Ana and any person or organization as required per written contract or agreement listed as Additional Insured,as per the terms and conditions of the ADDITIONAL INSURED VENDORS Endorsement(BP0447,or its equivalent)with a Primary and Non-Contributory/Other Insurance,Including Primary Provision and a Waiver Of Subrogation Required By Contract as per the terms and conditions of the Chubb Businessowners Liability Extension Endorsement(BOP-47675,or its equivalent)included in the policy.The 30 Day Notice of Cancellation as per the Chubb Notice of Cancellation Scheduled Persons or Organizations Endorsement(BOP-48780,or its equivalent)is included in the policy.The issuing insurer will endeavor to mail 30 days written notice to the certificate holder named below,but failure to do so shall impose no obligation or liability of any kind upon the insurer. Tu Tran ToTa Ng Ye 6y �/ Date:2 llm.11 ED Nguyen 09:42:41-0700 By Tu Tran Nguyen of 9:42 ani,Aug 11,2025 ----------------------------------- CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana Police Department AUTHORIZED REPRESENTATIVE 60 Civic Center Plaza Santa Ana,CA 92702 � ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD H U IB EB" ACE AMERICAN INSURANCE COMPANY Enterprise Risk Management CERTIFICATE OF INSURANCE This Certificate of Insurance("Certificate")is issued as a matter of information only. This Certificate does not amend,extend or alterthe insurance affordedbythe Policybearing the Policy Number shown b elow ("Policy"). All bolded terms used in this Certificate have the same meaning as defined in the Policy. This is to certify that the person or organization listed in Item 1 b elowis an Insured for the Policy Period indicated in Item 2 below,notwithstanding any requirement,term,or condition of any contractor other document with respectto which this Certificate maybe issued or maypertain. Theinsurance afforded by the Policyis subjecttoalltheterms,exclusions,and conditions of such Policy. The Limits of Insurance shown maybe reducedby paid Incidents or Claims. POLICY FORM IS INDICATED BYCHECKMARK INBOX IMMEDIATELY BELOW(onlyoneboxmay be checked): ❑Chubb Cyber Enterprise RiskManagement Policy 0 Chubb DigiTech®Enterprise Risk Management Policy ❑ Chubb Professional Enterprise Risk Management Policy POLICYNUMBER. D961o9o15 CERTIFICATE HOLDER(S): City of Santa Ana;Santa Ana Police Department 6o Civic Center Plaza Santa Ana,CA 92702 ITEM 1: Named Insured: INTERVIEW NOW INC. 1311 Webster St#e315 Principal Address: Alameda,CA 94501 APPROVED ITEM 2: PolicyPeriod: From:05-07-2025 By Tu rran Nguyen at s 42 am,Aug 11, 02s ------------------------------------------------------------- To: 05-07-2026 (12:o1 AM local time at the address shown in Item 1.) ITEM 3: Maximum Policy Limits of Insurance. A. Maximum Single Limit of Insurance $2,000,000 El B. Maximum PolicyAggregate Limit of Insurance $2,000,000 El The Insurer's maximumlimit of insurance under all Insuring Agreements resulting from all Claims first made and Incidents first discovered during the Policy Period is s h own u n der Item 3B,Maximum PolicyAggregate Limit of Insurance,above. Includes material reprinted withthe permission of the ACORD CORPORATION Authorized Representative Certificate of Insurance Page 1 of 2 ITEM4: Limits of Insurance,Retentions and InsuringAgreement(s)Purchased. If any Limit of Insurance field for an InsuringAgreement is left blank or N/A or NOT COVERED is shown,there is no insurance being provided under such Insuring Agreement. Third Party Liability Insuring Agreements Insuring Agreement Each Claim Aggregate Limit for Each C1aimRetention Limit all Claims E. Cyber,PrivacyAnd Network Security Liability $2,000,000 $2,000,000 � $1,500 11 1. Payment Card Loss $2,000,000 $2,000,000 $1,500 2. Regulatory Proceeding $2,000,000 $2,000,000 $1,500 F. Electronic,Social And Printed Media Liability $2,000,000 $2,000,000 El $1,500 T. Technology Errors and $2,000,000 $2,000,000 $1, 00 Omissions Liability 5 El P.Professional Liability N/A N/A N/A Remarks(remarks do not amend,extend or alterthe insurance affordedbythe Policy) The insurance afforded by the policies described herein is subject to all terms,exclusions and conditions of such policies. City of Santa Ana and any person or organization as required per written contract or agreement are listed as Additional Insured as per the terms and conditions of the Additional Insured-Blanket Pursuant To A Contract-DigiTech(PF-48238)with a Waiver of Subrogation and Primary Non-Contributory as per the terms and conditions of the Chubb DigiTech Enterprise Risk Management(PF-48336)included in the policy. Shouldthe Policybe cancelled before the expiration date referenced above,the Insurer will e ndea vor t o mail6o dayswritten notice to the Certificate Holdernamed above,but failure to mail such notice shall impose no obligation orliability of anykindupon the company,its agents or representatives. Includes material reprinted withthe permission of the ACORD CORPORATION Authorized Representative Certificate of Insurance Page 2 of 2 BUSINESSOWNERS LIABILITY EXTENSION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWERS COVERAGE FORM TABLE OF CONTENTS Page Supplementary Payments— Bail Bonds And Bonds To Appeal Judgments— No Sublimit 2 Medical Expenses—Three Years To Report Expenses 2 Non-Owned Watercraft Under 55 Feet 2 Non-Owned Aircraft 2 Damage To Property— Exception For Equipment Loaned Or Rented To Insured 2 Who Is An Insured —Subsidiaries Or Newly Acquired Or Formed Organizations 3 Who Is An Insured — Employees (Including For CPR and First Aid And Volunteer Workers 3 Additional Insured — Lessor Of Leased Equipment 4 Additional Insured — Managers Or Lessors Of Premises 4 Additional Insured -Vendors 5 Additional Insured —Other Persons Or Organizations Pursuant To Contract Or Agreement 6 Damage To Premises Rented To You —$1,000,000 7 Per Location General Aggregate Limit With Combined Total Aggregate Limit 8 Knowledge/Notice Of Occurrence 9 Bodilv Incur , Including Resulting Mental Anguish 9 Coverage Territory, Limited Worldwide 10 Unintentional Failure To Disclose Hazards 10 Other Insurance, Including Primary Provision 10 Waiver Of Subrogation Required By Contract 12 This endorsement modifies the coverages provided under the Businessowners Coverage Form. Notwithstanding anything to the contrary, the provisions of the Businessowners Coverage Form apply, except as provided in this endorsement. The titles of the various paragraphs of this endorsement are inserted solely for convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they relate. A. SUPPLEMENTARY PAYMENTS— BAIL BONDS AND BONDS TO APPEAL JUDGMENTS -NO SUBLIMIT In Section II - Liability, Paragraph A. Coverages, 1. f. Coverage Extension—Supplementary Payments, subparagraphs (1)(b) and (c) are replaced by the following: (b) The cost of bail bonds, but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds. (c) The cost of bonds to appeal judgments or release attachments, but only for amounts within the available limit of insurance. We do not have to furnish these bonds. BOP-47675(03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 1 of 11 B. MEDICAL EXPENSES—THREE YEARS TO REPORT EXPENSES In Section II— Liability, Paragraph A. Coverages, 2. Medical Expenses, subparagraph a.(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and C. NON-OWNED WATERCRAFT UNDER 55 FEET In Section II - Liability, Paragraph B. Exclusions, subparagraph (2) of Exclusion 1.g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge; D. NON-OWNED AIRCRAFT In Section II - Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.g. Aircraft,Auto or Watercraft in Section II— Liability: This exclusion does not apply to an aircraft you do not own provided: 1. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. It is rented with a trained, paid crew; and 3. It does not transport persons or cargo for a charge. E. DAMAGE TO PROPERTY-EXCEPTION FOR EQUIPMENT LOANED OR RENTED TO THE INSURED In Section II - Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.k. Damage To Property: Paragraphs (3) and (4)of this exclusion do not apply to"property damage"to equipment rented or loaned to the insured, provided such equipment is not being used to perform any operations at a construction job site. F. WHO IS AN INSURED -SUBSIDIARIES OR NEWLY ACQUIRED OR FORMED ORGANIZATIONS In Section II - Liability, Paragraph C. Who is an Insured is amended to include the following: If there is no other insurance available, each of the following is also a Named Insured: 1. A subsidiary organization of the first Named Insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization; or BOP-47675(03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 2 of 11 2. A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period, if at the time of loss the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization. G. WHO IS AN INSURED - EMPLOYEES (INCLUDING CPR AND FIRST AID)AND VOLUNTEER WORKERS In Section II - Liability, Paragraph C. Who is an Insured, Paragraph 2.a. is replaced by the following: 2. Each of the following is also an insured: a. Your"employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no "employee" is an insured for: (1) "Bodily injury"or"personal and advertising injury": (a) To you, to any of your directors, managers, members, "executive officers" or partners (whether or not an "employee")or to any co-"employee"while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; (b) To the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in Paragraph (a) above; or (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph (a) or(b) above. With respect to"bodily injury"only, the limitations described in Paragraph 2.a.(1) above do not apply to you or to your directors, managers, members, "executive officers", partners or supervisors as insureds. The limitations also do not apply to your"employees" as insureds, with respect to such damages caused by cardiopulmonary resuscitation or first aid services administered by such an "employee". (2) "Property damage"to any property owned, occupied or used by you or by any of your directors, managers, members, "executive officers"or partners (whether or not an "employee")or by any of your"employees". This limitation does not apply to"property damage"to premises while rented to you or temporarily occupied by you with the permission of the owner. b. Your"volunteer workers", but only while acting within the scope of their activities for you and at your direction. H. ADDITIONAL INSUREDS In Section II - Liability, Paragraph C. Who is an Insured, the following is added: 2. Each of the following is also an insured: LESSOR OF LEASED EQUIPMENT BOP-47675(03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 3 of 11 e. Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage"or"personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence"which takes place after the equipment lease expires. MANAGERS OR LESSORS OF PREMISES If. Any person or organization from whom you lease premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any"occurrence"that takes place after you cease to be a tenant in such premises. (2)Structural alterations, new construction or demolition operations performed by or for such additional insureds. VENDORS g. Any person or organization who is a vendor of"your products", but only with respect to"bodily injury"or"property damage" arising out of"your products"which are distributed or sold in the regular course of the vendor's business. However: (1) The insurance afforded to such vendor only applies to the extent permitted by law; and (2) If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. BOP-47675(03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 4 of 11 With respect to the insurance afforded to these vendors, the following additional exclusions apply: (1) This insurance afforded the vendor does not apply to: (a) "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to the liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury"or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraph (d) or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container entering into, accompanying or containing such products. With respect to the insurance afforded to these vendors, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided by the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: (1) Required by the contract or agreement; or (2) Available under the applicable Limits Of Insurance shown in the Declarations; BOP-47675(03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 5 of 11 whichever is less. This shall not increase the applicable Limits Of Insurance shown in the Declarations. OTHER PERSONS OR ORGANIZATIONS PURSUANT TO CONTRACT OR AGREEMENT h. Any persons or organizations that you are required by a contract or agreement to provide with such insurance as is afforded by this policy. However, such a person or organization is an insured only: (1) To the extent such contract or agreement requires the additional insured to be afforded status as an insured; and (2) For activities that did not occur, in whole or in part, before the execution of the contract or agreement. No person or organization is an insured under this provision: (1) That is more specifically identified under any other provision of Paragraph C.Who Is An Insured (regardless of any limitation applicable thereto). (2) With respect to any assumption of liability in a contract or agreement. This limitation does not apply to the liability for damages the additional insured would have in the absence of the contract or agreement. However, the insurance afforded to such persons or organizations: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. The following is added at the end of Paragraph C.Who Is An Insured: No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. However, no person or organization is an insured with respect to the: a. Ownership, maintenance or use of any assets; or b. Conduct of any person or organization whose assets, business or organization; any Named Insured acquires, either directly or indirectly, for any: (1) "Bodily injury"or"property damage"that occurred; or (2) "Personal and advertising injury" arising out of an offense first committed; in whole or in part, before such acquisition is executed. With respect to the insurance afforded to the persons or organizations described in Paragraphs e., f.,. and h. above, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: BOP-47675(03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 6 of 11 The most we will pay on behalf of such person or organization is the amount of insurance: (1) Required by the contract or agreement; or (2) Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This shall not increase the applicable Limits Of Insurance shown in the Declarations. I. DAMAGE TO PREMISES RENTED TO YOU —$1,000,000 In Section II - Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, Paragraphs 3. and 4. are deleted and replaced with the following: 3. Subject to the Liability And Medical Expenses Limits Of Insurance, the most we will pay under Business Liability Coverage for damages because of"property damage"to any one premises while rented to you or while temporarily occupied by you with permission of the owner is $1,000,000. 4. Aggregate Limits The most we will pay for: a. All "bodily injury" and "property damage"that is included in the "products-completed operations hazard" is twice the Liability and Medical Expenses limit. b. All: (1) "Bodily injury" and "property damage" except damages because of"bodily injury"or"property damage" included in the "products-completed operations hazard"; (2) Plus medical expenses; (3) Plus all "personal and advertising injury" caused by offenses committed; is twice the Liability and Medical Expenses Limit. The Limits of Insurance of Section II— Liability apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. J. PER LOCATION GENERAL AGGREGATE LIMIT WITH COMBINED TOTAL AGGREGATE LIMIT In Section II - Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, the following is added: BOP-47675(03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 7 of 11 1. Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the insured becomes legally obligated to pay for all "bodily injury" and "property damage" caused by 'occurrences" under Paragraph A.1. Business Liability, and for all medical expenses caused by accidents under Paragraph A.2. Medical Expenses, which can be attributed only to a single "location": a. A separate Location General Aggregate Limit will apply to each "location", and that limit is equal to the Other than Products/Completed Operations Aggregate Limit shown in the Declarations. b. The separate Location General Aggregate Limit is the most we will pay for the sum of all damages for "bodily injury" or "property damage" under Paragraph A.1. Business Liability, except in connection with "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medical expenses under Paragraph A.2. Medical Expenses, regardless of the number of: (1) Insureds; (2) Claims made or"suits" brought; or (3) Persons or organizations making claims or bringing "suits". C. Any payments made under Paragraph A.1. or under Paragraph A.2. Medical Expenses shall reduce the separate Location General Aggregate Limit for that "location". Such payments shall not reduce the Other Than Products/Completed Operations Aggregate Limit shown in the Declarations nor shall they reduce the separate Location General Aggregate Limit for any other"location". d. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the Other Than Products/Completed Operations Aggregate Limit shown in the Declarations, such limits will be subject to the applicable separate Location General Aggregate Limit. 2. Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the Insured becomes legally obligated to pay for all "bodily injury" or "property damage" caused by occurrences under Paragraph A.1. Business Liability and for all medical expenses caused by accidents under Paragraph A.2.,which cannot be attributed only to operations at a single"location". a. Any payments made under Paragraph A.1. Business Liability for damages or under Paragraph A.2. for medical expenses shall reduce the amount available under the Other Than Products/Completed Operations Aggregate Limit or the Products/Completed Operations Aggregate Limit, whichever is applicable; and b. Such payments shall not reduce the separate Location General Aggregate Limit applicable to a single "location". 3. Subject to the separate Location General Aggregate Limit and all other applicable limits, the Combined Total Aggregate Limit shown in the Declarations is the most we will pay for the combined sum of amounts described above, regardless of the number of"locations". 4. Any payments we make for"bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products-Completed Operations Aggregate Limit regardless of the number of "locations", and not reduce the Other Than Products/Completed Operations Aggregate Limit nor the separate Location General Aggregate Limit applicable to a single"location." 5. As used in this endorsement, "location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6. The provisions of Paragraph D. Liability and Medical Expenses Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. BOP-47675(03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 8 of 11 K. KNOWLEDGE/NOTICE OF OCCURRENCE In Section II - Liability, Paragraph E. Liability and Medical Expenses General Conditions, 2. Duties In the Event Of Occurrence, Offense, Claim or Suit is amended to include the following: e. Knowledge of an "occurrence"or offense by an agent or"employee" of the insured will not constitute knowledge by the insured, unless an "executive officer" (whether or not an "employee")of any insured or an "executive officer's" designee knows about such "occurrence"or offense. Failure of an agent or"employee" of the insured, other than an "executive officer" (whether or not an "employee") of any insured or an "executive officer's" designee, to notify us of an "occurrence"or offense that such person knows about will not affect the insurance afforded to you. f. If a claim or loss does not reasonably appear to involve this insurance, but it later develops into a claim or loss to which this insurance applies, the failure to report it to us will not violate this condition, provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such loss or claim. L. BODILY INJURY, INCLUDING RESULTING MENTAL ANGUISH In Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 3. is deleted and replaced with the following: 3. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease; sustained by a person, including resulting death, humiliation, mental anguish, mental injury or shock at any time. All such loss shall be deemed to occur at the time of the physical injury, sickness or disease. M. COVERAGE TERRITORY, LIMITED WORLDWIDE In Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 4. is deleted and replaced by the following: 4. "Coverage territory" means all parts of the world. However, "coverage territory" does not include any: a. "Bodily injury"or"property damage"that takes place or any offense committed outside of the United States of America (including its possessions and territories), Canada and Puerto Rico, unless the insured's responsibility to pay damages is determined by a "suit"on the merits that is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico; or b. Injury or damage in connection with any "suit" brought outside the United States of America (including its possessions and territories), Canada and Puerto Rico. BOP-47675(03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 9 of 11 N. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS In Section III —Common Policy Conditions, Paragraph C. Concealment, Misrepresentation or Fraud is amended to include the following additional paragraph: Unintentional failure of an "employee" of the insured to disclose a hazard or other material information will not violate this condition, unless an "executive officer" (whether or not an "employee")of any insured knows about such hazard or other material information. O. OTHER INSURANCE, INCLUDING PRIMARY PROVISION In Section III —Common Policy Conditions, Paragraph H. Other Insurance, subparagraphs 2. and 3. are replaced by the following: H. Otherinsurance If other valid and collectible insurance is available to the insured for a loss we cover under this insurance, our obligations are limited as follows: 1. Primary Insurance This insurance is primary except when Paragraph 2 below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph 3 below. 2. Excess Insurance a. This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a)That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b)That is insurance that applies to"property damage"to premises rented to you or temporarily occupied by you with permission of the owner; or (c)If the loss arises out of aircraft, "autos"or watercraft to the extent not subject to Exclusion g. of Section II.B. Exclusions, 1. Applicable to Business Liability Coverage; or (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional insured. b. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that"suit." If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. c. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; BOP-47675(03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 10 of 11 (2) The total of all deductible and self-insured amounts under all that other insurance. d. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not brought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. P. WAIVER OF SUBROGATION REQUIRED BY CONTRACT In Section III —Common Policy Conditions, Paragraph K. Transfer of Rights of Recovery Against Others To Us, subparagraph 2. is replaced by the following: 2. Applicable to Businessowners Liability Coverage: We will waive the rights of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this Coverage Part have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit"or transfer those rights to us and help us enforce them. This paragraph does not apply to Medical Expenses Coverage. All other terms and conditions of the policy remain unchanged. BOP-47675(03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 11 of 11