HomeMy WebLinkAboutEVIDENT ID, INC. Docusign Envelope ID:861E96OD-5A7A-4OC7-A546-9E2B8236ACC2 N-2026-092
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These Subscription Terms and Conditions (these "Terms and Conditions") are by and between Evident ID, Inc.
("Evident") and the customer identified in the applicable Order Farm ("Relying Party"). The applicable Order Form
and these Terms and Conditions constitute the entire agreement between Evident and Relying Party (the
"Agreement"). BY AGREEING TO AN ORDER FORM THAT INCLUDES THESE TERMS AND CONDITIONS BY
REFERENCE OR USING THE SUBSCRIPTION SERVICES, RELYING PARTY ACKNOWLEDGES THAT IT HAS
REVIEWED AND ACCEPTS THE TERMS AND CONDITIONS. IF RELYING PARTY DOES NOT AGREE WITH
THESE TERMS IN THEIR ENTIRETY, DO NOT ACCESS OR OTHERWISE USE THE SUBSCRIPTION SERVICES.
1. DEFINITIONS.
"Aggregated Statistics" means any non-personalty identifiab4e, technical, statistical or analytical data gathered or
generated directly by the Subscription Services or by use of the Subscription Services,which Evident collects,gathers
and aggregates periodically as part of its services. Aggregated Statistics is de-identified data and information that
Evident, its affiliates, licensors, partners and designated agents may use(on a non-attributed basis)for any purpose.
"API" means the application programming interface accessible by Relying Party from Evident and any information
provided by the application programming interface.
"Authorized End User" means any user of Relying Party who obtains or accesses their Evident ID using the
Subscription Services through the Interface.
"Authorized Relying Party User" means any individual employees, agents, or contractors of Relying Party accessing
or using the Subscription Services on behalf of Relying Party under the rights granted to Relying Party pursuant to
this Agreement.
"Confidential Information" means all written or oral information, disclosed by either party to the other, related to either
party or a third party, that has been identified as confidential or that by the nature of the circumstances surrounding
disclosure aught reasonably to be treated as confidential, including, without limitation, trade secrets, know-how,
technology specifications, Authorized End User, Authorized Relying Party User and customer lists, sales, cost or
other unpublished financial information or marketing data. Confidential Information includes without limitation,
Evident's proprietary processes and information associated with the Subscription Services, the Documentation, the
Interface, Relying Party Data, any related data of Evident, the terms and conditions of this Agreement and all Order
Forms (including pricing), as well as business and marketing plans, technology and technical information, product
plans and designs, and business processes of either party.
"Data Protection Laws" means all data protection, data privacy, and cybersecurity laws applicable to the respective
party in its role in the processing of the data of Authorized End Users under the Agreement, including, where
applicable, EU Data Protection Law, FCRA, DPPA and CCPA. "CCPA" means the California Consumer Privacy Act
of 2018 and all rules and regulations promulgated pursuant thereto, in each case as retained, amended, extended,
re-enacted, implemented or otherwise given effect. "EU Data Protection Law" means all legislative acts concerning
data protection, including regulations and directives, adopted by the European Parliament and the Council of the
European Union, including GDPR. "GDPR" means Regulation 2016/679 of the European Parliament and of the
Council on the protection of natural persons with regard to the processing of personal data and on the free movement
of such data (General Data Protection Regulation). Any reference to the applicable law of the European Economic
Area, including the GDPR, that is directly applicable or directly effective in the United Kingdom at any time is a
reference to such law as it applies in England and Wales from time to time including as retained, amended, extended,
re-enacted or otherwise given effect on or after 11pm on the 31st of January 2020. The terms "data processor" and
"data controller" have the meanings given them in GDPR or, where GDPR does not apply, the terms in other
applicable Data Protection Laws that reasonably correspond to these terms.
"Data Services" means the information and data including any analytical analysis provided to Relying Party from the
Subscription Services.
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"Documentation" means technical, text and/or graphical documentation or manuals, whether in digital or printed
format,that describe the features,functions and operation of the Subscription Services,which materials are designed
to facilitate use of the Subscription Services.
"Evident ID" means all the data, content and/or information provided, uploaded, and/or posted by or on behalf of
Authorized End Users in connection with such Authorized End User's authorized use the Subscription Services.
"Intellectual Property Rights" means all intellectual property rights or similar proprietary rights, including (a) patent
rights and utility models, (b) copyrights and database rights, (c)trademarks, trade names, domain names and trade
dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in
each case, including any registrations of, applications to register, and renewals and extensions of, any of the
foregoing in anyjurisdictlon in the world. Intellectual Property Rights also include any and all rights associated with
particular information that are granted by law and that give the owner, independent of contract, exclusive authority to
control use or disclosure of the information, including enforceable privacy rights and any rlghts in databases
recognized by applicable law. l
"Interface" means the mobile interface or online portal which (i) Authorized End Users enter information for such
Authorized End User's Evident 1D and(1i)Authorized Reiying Party Users enter Relying Party Data.
"Order Form" means the ordering documents, registration pages, or purchase orders submitted for access to the
Subscription Services that are executed hereunder by Evident and Relying Party from time to time, Including
modifications, supplements and addend thereto.
"Relying Party Data" means all the data, content and/or information provided, uploaded, and/or posted by Relying
Party or an Authorized Relying Party User in connection with Relying Party's authorized use of the Subscription
Services,which for avoidance of doubt,does not include any Evident 1D.
"Subscription"means Relying Party's, its Authorized Relying Party Users'and its Authorized End User's'access rights
to the Subscription Services and use of the Interface, which may include support as set forth in and Order Form.
"Subscription Services" means Evident's proprietary technology and application software provided by Evident on a
software-as-a-service basis through which Evident processes the Evident ID.
"Subscription Term" means the subscription period for Relying Party's use of the Subscription Services as set forth
in an Order Form.
"Supplier"means a third party supplier of information that may be available to Relying Party, an Authorized End User
or an Authorized Relying Party User via the Subscription Services.
2, ORDERING AND PURCHASES. Subject to the terms and conditions contained in the Agreement, Relying
Party may purchase subscriptions to access and use the Subscription Services pursuant to Order Forms. Relying
Party agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features
nor dependent on any oral or written public comments made by Evident regarding any future functionality or features. I
If there is any inconsistency between an Order Form and these Terms and Conditions, these Terms and Conditions
will control.
3. ACCESS AND USE.
3.1. Provision of Access to the Subscription Services. Subject to the terms and conditions contained in this
Agreement, Evident hereby grants Relying Party a non-exclusive, non-transferable right to access the features and
functions of the Subscription Services during the Subscription Term, subject to the limitations set forth in the Order -
Form, in connection with the operation of the business of Relying Party. Relying Party will undertake reasonable
efforts to make all Authorized Relying Party Users aware of the provisions of this Agreement as applicable to such
Authorized Relying Party User's use of the Subscription Services, and will cause Authorized Relying Party Users to
comply with such provisions. The Subscription Services are made available to Relying Party solely as hosted by or
on behalf of Evident, and nothing in this Agreement will be construed to grant Relying Party any right to receive any
copy of the Subscription Services or any software. The scope of the Subscription is based upon Relying Party's then
current subscription level as further specified in the applicable Order Form. The Data Services provided through the
Subscription Service is subject to any specific terms and conditions applicable to the Data Services. THE i
REMAINING TERMS IN THIS SECTION ONLY APPLY IF SPECIFIC SERVICES OF THE SUBSCRIPTION
SERVICES ARE USED. if Relying Party is using the Subscription Services for"employment purposes" or any other
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purpose covered by the Fair Credit Reporting Act, 15 U.S.C.§ 1681 et. seq. ("FCRA"),the terms and conditions titled
Additional Obligations Regarding the Use of Consumer Reports (htt s://www.evidentid.com/evident-rel in - art
fcra-appendix/) shall also apply. If Relying Party is using the Subscription Services for Motor Vehicle Report
information ("MVRs"), the terms and conditions titled Additional Obligations Regarding the Use of DPPA Regulated
Information (https://www.evidentid.com/evident-relying-party-dppa-appendix/) shall also apply. If Relying Party is
using the Subscription Services for any service involving pictures of a face, facial geometry, or anything else that
could be considered biometric information, the terms and conditions titled Additional Obligations Regarding the Use
of Biometric Data(httos://www.evidentid.com/evident-biometric-data-addendum/)shall also apply.
3.2. API License. Subject to the terms and conditions contained in this Agreement, Evident hereby grants Relying
Party a non-exclusive, non-transferable right and license to access the API during the Subscription Term for Relying
Party's internal purposes in connection with use of the Subscription Services as contemplated herein.
3.3. Documentation License. Subject to the terms and conditions contained in this Agreement, Evident hereby
grants Relying Party a non-exclusive, non-transferable right and license to use the Documentation during the
Subscription Term for Relying Party's internal purposes in connection with use of the Subscription Services as
contemplated herein. Copies of the Documentation may not be distributed to third parties.
3.4. Susoension. Notwithstanding anything to the contrary in this Agreement, Evident may suspend Relying
Party's, any Authorized Relying Party User's and any Authorized End User's access to any portion or all of the
Subscription Services if Evident reasonably determines that (i) there is a threat or attack on any portion of the
Subscription Services; (H) Relying Party's, any Authorized Relying Party User's or any Authorized End User's use of
the Subscription Services is improper, fraudulent, 'illegal or disrupts or poses a security risk to the Subscription
Services or any other customer or vendor of Evident; (iii) Relying Party is in breach of any provision or requirement
of the Order Form or these Terms and Conditions, including being materially overdue on its payment obligations to
Evident;(iv)subject to applicable law, Relying Party has ceased to continue its business in the ordinary course, made
an assignment for the benefit of creditors or similar disposition of its assets,or become the subject of any bankruptcy,
reorganization, liquidation, dissolution or similar proceeding, or(v) Evident's provision of the Subscription Services
to Relying Party, any Authorized Relying Party User or any Authorized End User is prohibited by applicable law or is
no longer possible due to restrictions by a Supplier (each such suspension, a "Service Suspension"). Evident will
make commercially reasonable efforts,circumstances permitting,to provide written notice of any Service Suspension
to Relying Party(including notices sent to Relying Party's registered email address)and to provide updates regarding
resuEmption of access to the Subscription Services following any Service Suspension. Evident will use commercially
reasonable efforts to resume providing access to the Subscription Services as soon as reasonably possible after the
event giving rise to the Service Suspension is cured. Evident will have no liability for any damage, liabilities, losses
(including any loss of data or profits) or any other consequences that Relying Party, any Authorized Relying Party
User or any Authorized End User may incur as a result of a Service Suspension.
3.5. Aggregated Statistics. Relying Party acknowledges and agrees that Evident may compile and use de-
identified Aggregated Statistics. To the extent necessary, Relying Party hereby grants Evident a royalty-free,
nonexclusive,irrevocable, right and license (with the right to sublicense through multiple tiers)to develop Aggregated
Statistics from data, including Relying Party Data that has been de-identified, gathered or generated directly by the
Subscription Services or by Relying Party's use of the Subscription Services.
4. RELYING PARTY RESPONSIBILITIES,
4.1. Usage Restrictions. Relying Party will not, and will not permit any Authorized Relying Party User or any
Authorized End Users to, (i)copy or duplicate any portion of the Subscription Services; (ii) decompile, disassemble,
reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of
the Subscription Services are compiled or interpreted, or apply any other process or procedure to derive the source
code of any software included in the Subscription Services, or attempt to do any of the foregoing, and Relying Party
acknowledges that nothing in this Agreement will be construed to grant Relying Parry any right to obtain or use such
source code; (iii)modify, alter, tamper with or repair the Subscription Services, or create any derivative product from
any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of Evident; (iv)
interfere or attempt to interfere in any manner with the functionality or proper working of the Subscription Services;
(v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained
within the Subscription Services; (vi) use the Subscription Services for marketing purposes or resell or broker the
Subscription Services to any third party; or(vii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or
convey, or pledge as security or otherwise encumber, Relying Party's rights under Section 3.1, 3,2 and 3.3 of these
Terms and Conditions. Relying Party will not use the Subscription Services except in compliance with these Terms
and Conditions. Relying Party will ensure that its use of the Subscription Services complies with all applicable laws,
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statutes, regulations or rules and will not use or compile any data from the Subscription Services for the purpose of
any illegal activities.
4.2. Access, Terms of Use and Privacy Policy. Relying Party will provlde reasonable cooperation, assistance,
j information and access to Evident as may be necessary to initiate Relying Party's use of the Subscription
Services, Relying Party will ensure Authorized Relying Party Users know that the Subscription Services will only be
used for business purposes; and Relying Party acknowledges and agrees that it is responsible for the acts or
omissions of any person who accesses the Subscription Services using passwords or access procedures provided
to or created by Relying Party. Evident reserves the right to refuse registration of,or to cancel, login credentials that
violate the terms and conditions set forth in the Agreement.
4.3. Compliance with Data Protection Laws.
By Relying Party: Relying Party agrees that: (1) it will comply with its obligations under Data Protection Laws in its
processing of Relying Party Data and Authorized End User data, including any obligations to third parties related to I
such processing; (ii) it has provided all notice and obtained all consents, permissions and rights necessary under
Data Protection Laws for Evident to lawfully process Relying Party Data, Authorized End User data and Authorized �
Relying Party User data for the performance of this Agreement, including the delivery of the Subscription Services; i
and(ill)it shall ensure its processing instructions are lawful and that the processing of Relying Party Data,Authorized
End User data and Authorized Relying Party User data in accordance with such instructions will not violate applicable
Data Protection Laws.
By Evident: Evident agrees that it will comply with its obligations under Data Protection Laws in its processing of
Relying Party Data and Authorized End User data and that it will maintain in place throughout the term of this
Agreement reasonable and appropriate physical, administrative and technical data security measures in order to
protect such data.
4.4. Relying Party Data. Each party shall Implement security practices and measures adequate to preserve the
confidentiality and security of data in its possession or under its control as required by Data Protection Laws and,at
a minimum,shall implement and maintain reasonable security practices and procedures to protect Relying Party Data
and Authorized End User data in its possession from unauthorized access, destruction, use, modification, or
disclosure or otherwise. Relying Party acknowledges (1)Evident does not assess the contents of Relying Party Data I
and therefore Relying Party is responsible for determining the suitability of Evident's security measures and for E
making appropriate use of the Subscription Services to ensure a level of security appropriate to the particular nature I
of Relying Party Data and Authorized End User data;and(ii)that Authorized End Users may independently subscribe
to Evident services that authorize Evident to process their personal data, such as Evident IN, independently from
the Subscription Services. Except as it relates to Relying Party Data, this Agreement does not apply to such
independently-subscribed services orany Authorized End Ussrdata that is subject to such independent subscriptions
with Evident.
5. PRICING AND PAYMENTS.
5.1. Fees and Invoicing. Relying Party will pay all fees for the right to use the Subscription Services as set forth
in the Order Form. Unless otherwise provided in the applicable Order Form, all fees will be due on receipt of invoice 1
issued by Evident, Payment obligations are non-cancelable, and fees paid are non-refundable. Relying Party is 1
responsible for providing complete, accurate billing and contact information and notifying Evident of any changes to
such information.
,9,2. Credit Card &ACH Payments. If Relying Party provides credit card or ACH information to Evident, Relying
Parts. authorizes Evident to charge such credit card or complete such ACH for all fees listed in the Order Form
including for the initial Subscription Term and any renewal subscription term(s)as set forth in the Order Form. Such I
charges shall be made in advance,either annually or in accordance with the billing frequency stated In the applicable
Order Form. a
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5.3. Automatic Renewai. Relying Party understands and agrees that, depending on Relying Party's choice of
Subscription, Evident grill automatically renew Relying Party's Subscription (each, an"Automatic Renewal"). Unless
otherwise agreed in a new Order Form, each Subscription's Automatic Renewal will be for the same period of time 1
as Relying Party's original Subscription. The pricing during any renewal term may increase by up to 2 times the then-
ourrem- Consumer Price Index(GPI)above the applicable pricing in the prior Subscription, unless Evident provides
Relying Party notice of different pricing at least sixty (60)days prior to the applicable renewal term. If Relying Party E
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chooses not to renew the current Subscription, Relying Party must provide written notice(including by e-mail) thirty
(30)days prior to the end of the then-current Subscription Term.
5.4. Taxes. Relying Party will be responsible for payment of any applicable sales, use and other taxes and all
applicable export and import fees,customs duties and similar charges(other than taxes based on Evldent's income),
and any related penalties and interest for the grant of license rights hereunder, or the delivery of related services.
Relying Party will make all required payments to Evident free and clear of, and without reduction for,any withholding
taxes. Any such taxes imposed on payments to Evident will be Relying Party's sole responsibility, and Relying Party
will, upon Evident's request, provide Evident with official receipts issued by the appropriate taxing authorities, or such
other evidence as Evident may reasonably request,to establish that such taxes have been paid.
5.5. Late Payments; Interest. Any portion of any amount payable hereunder that is not paid when due will accrue
_ interest at one-and-one-helf-pereent(1�°lo)-per-mc)nth-or-the_maximum-r-ate-pemnitted-by_applicable_lpw—whichever--
Is less,from the due date until paid. Relying Party will reimburse Evident for its costs of collection, including attorney
fees, necessitated by Relying Party's failure to pay amounts due in a timely manner.
GONEIDENT-IAL-ITti ---_....--
6.1. Ownershio of Confidential Information. The parties acknowledge that during the performance of this
Agreement, each party will have access to certain of the other party's Confidential Information or Confidential
Information of third parties that the disclosing party is required to maintain as confidential. Both parties agree that all
items of Confidential Information are proprietary to the disclosing party or such third party, as applicable, and will
remain the sole property of the disclosing party or such third party.
62. Mutual Confident!ality Obligations. Each party agrees as follows:(ii)to use Confidential Information disclosed
by the other party only for the purposes described herein; (Ili) that such party will not reproduce Confidential
Information disclosed by the other party, and will hold in confidence and protect such Confidential Information from
dissemination to, and use by, any third party; (iv)that neither party will create any derivative work from Confidential
Information disclosed to such party by the other party; (v)to restrict access to the Confidential Information disclosed
by the other party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and
who have been advised of and have agreed in writing to treat such information in accordance with the terms of this
Agreement;and(vi)to return or destroy, pursuant to Section 103,all Confidential Information disclosed by the other
patty that is in its possession upon termination or expiration of this Agreement.
6.3. Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 6.1 and 6.2 will not
apply to Confidential Information that(i) is publicly available or in the public domain at the time disclosed; (ii) is or
becomes publicly available or enters the public domain through no fault of the recipient;(Ili)is rightfully communicated
to tine recipient by persons not bound by confidentiality obligations with respect thereto;(iv)is already in the recipient's
possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v)is independently
developed by the recipient or (vi) is approved for release or disclosure by the disclosing party without restriction.
Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (x)in
err/`r to comply with tho order of a court or other governmental body, provided that the party making the disclosure
pursUant to the order will first have given written notice to the other party and made a reasonable effort to obtain a
protective order;(y)or as otherwise necessary to comply with applicable law, or(z)to establish a party's rights under
this Agreement, including to make such court filings as it may be required to do.
7. PROPRIETARY RIGHTS.
7.1. Evident Ownership. Except for the rights expressly granted by Evident to Relying Party under this
Agreement, as between the parties Evident owns and retains all right, title and interest in and to the Subscription
Services, the Documentation, the Aggregated Statistics and all of Evident's content, including without limitation,
information, text, graphics, links, documents, data, materials, tools, icons, audio, visual, software, symbols, and
characters incorporated into and available through the Subscription Services, and all Intellectual Property Rights
therein(collectively,the"Evident IP"). Except as otherwise set forth in these Terms and Conditions, nothing contained
in this Agreement will be construed as conferring upon Relying Party, by implication, operation of law or otherwise,
any:,then license or other right in or to the Evident IP. Relying Party will not take any action inconsistent with Evident's
own,arship of the Evident IP.
7.2. Relying Pa&l Ownership. As between the parties, Relying Party owns and retains all right, title and interest
in and to the belying Party Data and all Intellectual Property Rights therein (collectively, the "Relying Party 113").
Except as otherwise set forth in these Terms and Conditions, nothing will be construed as conferring upon Evident,
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by implication, operation of law or otherwise, any other license or other right in or to the Relying Party IP. Evident I!
viill not take any action inconsistent with Relying Party's ownership of the Relying Party IP, Relying Party
acknowledges that Authorized End Users have an ownership interest in their respective Evident ID and may use their
Evident ID at their discretion.
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I 7.3. Feedback. If Relying Party, Authorized Relying Party Users or Authorized End Users send or transmit any
communications, comments, questions, suggestions, or related materials to Evident, whether by letter, email,
telephone, or otherwise("Feedback'),suggesting or recommending changes to the Subscription Services, including,
without limitation, new features or functionality relating thereto, all such Feedback is, and will be exclusively owned
by Evident. Relying Party hereby assigns all right, title, and interest in, and Evident is free to use, without any
attribution or compensation to Relying Party, any ideas, know-how, concepts, techniques, and all applicable
intellectual property rights relating to the Feedback,whether or not patentable,for any purpose whatsoever,including
but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or
indirectly; products and services using such Feedback. Relying Party agrees and understands that Evident is not
obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in
the Feedback,. and Relying Party has no right to compel such use, display, reproduction, or distribution.
7.4. Use of Marks. Relying Party expressly authorizes Evident to use the indiria(i.e., name, logo, trademarks)
of Relying Party as follows: (i)as needed as part of the provision of the Subscription Service, (ii)in discussions with
individual customers or potential customers, and (iii) generally on its website and for sales and marketing purposes
provided that for any such usage under this subsection (iii) Relying Party has provided its approval of such usage.
8. WARRANTIES, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY.
8.1. MOutual Warranties, Each party hereby represents and warrants (1)that it is duly organized, validly existing
and in good standing under the laws of its jurisdiction of incorporation or organization, (ii) that the Agreement
constitutes a valid and binding obligation of such party and will be enforceable against such party in accordance with
its terms and(iii)that it will comply with any and all local, state and/or national laws, and/or regulations applicable to
such party, including those related to data privacy and the transmission of personal data,
8,2. Disclaimer. EXCEPT AS EXPRESSLY REPRESENTED OR WARRANTED IN SECTION 8.1, TO THE
MAXIMUM (EXTENT PERMITTED BY APPLICABLE LAW, THE SUBSCRIPTION SERVICES, THE DATA
SERVICES, AND THE DOCUMENTATION ARE PROVIDED "AS IS" AND EVIDENT, ITS LICENSORS AND
SUPPLIERS DISCLAIM ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES,
WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES
OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT,AND NON-INFRINGEMENT OF THIRD-PARTY
RI (-ITS. FURTHER, EVIDENT, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, DOES NOT
V0XRRANT THAT THE SUBSCRIPTION SERVICES, THE DATA SERVICES, OR THE DOCUMENTATION WILL
MEw i RELYING PARTY'S REQUIREMENTS OR THAT THE OPERATION OF THE SUBSCRIPTION SERVICES
OR, THE DATA SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE, OR THAT
ALL ;ERRORS WILL BE CORRECTED. EVIDENT DOES NOT GUARANTEE RELYING PARTY'S COMPLIANCE
'IY P-i; ALL APPLICABLE LAWS IN ITS USE OF REPORTED INFORMATION, AND DOES NOT PROVIDE LEGAL
GR-OTHER COMPLIANCE RELATED SERVICES UPON WHICH RELYING PARTY MAY RELY IN CONNECTION
ITS FURNISHING OF REPORTS. RELYING PARTY UNDERSTANDS THAT ANY CONVERSATION OR
C01,,,!MUNiCATION WITH EVIDENT'S REPRESENTATIVES REGARDING SEARCHES, VERIFICATIONS OR
CTHER SERVICES OFFERED BY EVIDENT ARE NOT TO BE CONSIDERED A LEGAL OPINION REGARDING
S"UC'i USE.RELYING PARTY AGREES THAT IT WILL CONSULT WITH ITS OWN LEGAL OR OTHER COUNSEL
i E:_''-ARDING THE USE OF BACKGROUND SCREENING SERVICES, INCLUDING BUT NOT LIMITED TO, THE
L_Uf,LITY OF USING OR RELYING ON REPORTED INFORMATION, DEVELOPMENT OF INTERNAL POLICIES
Al,.!I- PROCEDURES,AND ADVERSE ACTION PROCESSES.
8 . Exclusions of Remedies; Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER
AcRL`CABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO
!12E OTHER PARTY OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT
L`AD;LITY OR OTHER LEGAL OR EQUITABLE THEORY FOR(A)ANY LOST PROFITS, LOST OR CORRUPTED i
DAAT
A, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES HEREUNDER OR (B) ANY DAMAGES, IN THE
,,CGREGATE, 1N EXCESS OF THE TOTAL AMOUNT OF ALL FEES PAID TO EVIDENT BY RELYING PARTY
ULCER SECTION b DURING THE WfELVE (12) MONTH PERIOD PRIOR TO THE ACT, OMISSION OR EVENT
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GiViNG RISE TO SUCH LIABILITY,EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
LOSS; OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE,
NOTWITHSTANDING THE FOREGOING, ANY BREACHES OF CONFIDENTIALITY AND DATA PRIVACY ,
RESPONSIBILITIES HEREUNDER WiLL NOT BE SUBJECT TO THE ABOVE LIMITATIONS. THAT SAID, A
PARTY WILL NOT BE LIABLE FOR DAMAGES DUE TO BREACHES OF CONFIDENTIALITY AND DATA PRIVACY
OBLIGATIONS HEREUNDER IN AN AMOUNT THAT EXCEEDS FIVE HUNDRED THOUSAND DOLLARS
($500,000) IN THE AGGREGATE DURING THE TERM.
8.4. Essential Basis of the Agreement. Relying Party acknowledges and understands that the disclaimers,
excl�_sions and limitations of liability set forth in this Section 8 form an essential basis of the agreement between the
pariies, that the parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the
terms and conditions in this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the
erms an con loons-o-t Is greemenf-wou-- a su stantia y dI erent_-
9. INDEMNIFICATION.
9 1 Belying Partyvdll-defend-Evldent again-st-any and-all-actions, demands claims,and suits and-indemnify-and..
- -- geld-Evident harmless--from-any-and-all--liabilities, damages,—and-costs-(including-without-limitation--reasonable-
attorneys' fees, costs, and fees of litigation) to the extent arising out of: (i) Relying Party's use of the Subscription
Services or(ii) Relying Party's gross negligence or willful misconduct. In the event Evident seeks indemnification or
defense from you under this provision, Evident will promptly notify you in writing of the clalm(s) brought against
Evident for which it seeks indem nification or defense. Evident reserves the right, at its option and sole discretion, to
assume full control of the defense of claims with legal counsel of its choice.Relying Party may not enter into any third
parry agreement, which would, in any manner whatsoever, affect the rights of Evident, constitute an admission of
fault I,-,y Evfdent or bind Evident in any manner, without the prior written consent of Evident. In the event Evident
ass,_F:mes control of the defense of such claim, Evident will not settle any such claim requiring payment from Relying
Party without Relying Party's prior written approval.
9.2. Evident will defend Relying Party against any and ali actions, demands,claims and suits to the extent arising
out of any claim that the Subscription Services infringe on or violate any intellectual property rights of any third party.
In the event Relying Party seeks Indemnification or defense from Evident under this provision, Relying Party will
vcmpl'y notify Evident in writing of the claim(s) brought against Relying Party for which it seeks indemnification or
e;efense. Evident may not enter into any third party agreement which would, in any manner whatsoever, constitute
an admission of fault by Relying Party without the prior written consent of Relying Party.
10. TERM AND TERMINATION.
10.1. Term. The term commences on the earlier of: (i) the date of last signature of this Agreement below, or(ii)
the start date of a Subscription Term as set forth on the applicable Order and,subject to Section 5.3 or other agreed
renewal,will remain in effect until the later of: (y)a period of one(1)year from the date of last signature below or(z)
the latest Subscription Term end date.
10.2. Termination, This Agreement may be earlier terminated by either party (1) if the other party breaches a
material provision of this Agreement and falls to cure such breach within thirty(30)days(ten(10)days in the case of
non--payment) after receiving written notice of such breach from the non-breaching party; (ii) immediately if Evident
reasonably believes Relying Party or an Authorized Relying Party User is misusing the Subscription Services or(Ili)
!n-ime=d;ately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to
insolvency, receivership, liquidation or assignment for the benefit of creditors.
10.3. Effects of Termination. Upon any expiration or termination of this Agreement:
(a)All rights and obligations of the parties will cease, except that all obligations that accrued prior to the effective
crate of termination (including without limitation, all payment obligations) and all remedies for breach of this
Agreement will survive;
(b) Relying Party will make no further use of the Subscription Services or the Documentation, provided that no
termination will relieve the Relying Party of the obligation to pay any fees accrued or payable to Evident;
'I Relying Party gill immediately pay to Evident all amounts due and payable to Evident hereunder, inclusive of
ny m4n!mum monthly or annual amounts in place for the applicable Subscription Term;
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Docusign Envelope ID:861 E960D-5A7A-4aC7-A546-9E2B8236ACC2
(d)All Order Forms hereunder shall terminate;
(a) Evident has no obligation to retain Relying Party Data following thirty(30) days after complete termination of
the Agreement; and
(f)Upon termination,each party will delete any of the other party's Confidential Information still in their possession
(with the exception of Relying Party Data as set forth in the preceding paragraph and as required to comply with
applicable law)from computer storage or any other media including,but not limited to,online and off-line libraries;
and each party will return to the other party or, at the other party's option, destroy, all physical copies of any the
other party's Confidential Information.
10.4. Survival. Any provision of these Terms and Conditions which, either by its terms or to give effect to its
meaning, must survive, including the provisions titled Confidentiality, Proprietary Rights, Warranties, Disclaimers,
Exclusions and Limitations on Liability, Indemnification, Effects of Termination and General Provisions will survive.
11, GENERAL PROVISIONS.
11.1. Entire Agreement. This Agreement(which includes any Order Form completed by Relying Party, as well as
those terms and documents incorporated by reference) constitute the entire agreement, and supersedes all prior
negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this
Agreement. No oral statements or prior written material not specifically incorporated herein will be of any force and
effect,and no changes in or additions to this Agreement will be recognized unless incorporated herein by amendment
as provided herein and signed by duly authorized representatives of both parties. The application of Relying Party's
general terms and conditions in any general vendor acknowledgement or Relying Party's other general purchasing
conditions (including pre-printed boilerplate terms) are hereby expressly excluded, rejected, and objected to by
Evident. This Agreement will apply and supersede the pre-printed terms and conditions of any form submitted by
either party, unless such form is expressly included herein.
11.2. Audit. Relying Party understands and agrees that in order to ensure compliance with applicable law and
Evident's obligations under its contracts with Suppliers, Evident may conduct periodic reviews of Relying Party's use
of the Subscription Services and may, upon reasonable notice, audit Relying Party's records, processes and
procedures related to Relying Party's use,storage and disposal of the Subscription Services and information received
therefrom. Relying Party agrees to cooperate fully with any and all audits.
11.3. Waivers,Consents and Modifications. No waiver,consent or modification of this Agreement will bind Evident
or Relying Party unless in writing and signed by the party against which enforcement is sought. This Agreement may
be modified solely upon the written agreement of both Relying Party and Evident. The failure of either party to enforce
its rights under this Agreement at any time for any period will not be construed as a waiver of such rights.
11.4. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision
will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force
and effect and enforceable.
11.5. Governinq Law. The laws of the State of California, excluding its conflicts of law rules, govern this
Agreement. The exclusive jurisdiction and venue of any action arising out of or related to this Agreement will be the
Orange County, California Superior Court, and the parties agree and submit to the personal and exclusive jurisdiction
and venue of such court. Neither the United Nations Convention on Contracts for the International Sale of Goods
nor any implementation of the Uniform Computer Information Transactions Act in any jurisdiction will apply to this
Agreement.
11.6. Force Maieure. In the event that either party is prevented from performing,or is unable to perform, any of its
obligations under this Agreement(except payment obligations)due to any cause beyond its reasonable control, the
affected party will give written notice thereof to the other party and its performance will be extended for the period of
delay or inability to perform due to such occurrence.
11.7, Notices. Any notice or communication hereunder will be in writing and either personally delivered or sent via
confirmed electronic mail, recognized express delivery courier or certified or registered mail, prepaid and return
receipt requested, addressed to the other party, which, in the case of Relying Party, will be the address provided to
Evident in the Order Form,and, in the case of Evident,will be the address set forth in the contact section of Evident's
website, or at such other address for either party as is designated in a subsequent notice. Legal notices should be
sent to legal@evidentid.com. All notices will be in English, effective upon receipt.
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Docusign Envelope ID:861E964D-5A7A-4OC7-A546-9E2B8236ACC2 I
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! 11.8. Assignment. This Agreement will be binding upon and for the benefit of Evident, Relying Party and their j
° permitted successors and assigns. Either party may assign this Agreement to its affiliates and as part of a corporate
reorganization, consolidation, merger, or sale of substantially all of its assets or business to which this Agreement I
relates, with notice to the other party. Except as expressly stated in this Agreement, neither party may otherwise i
assign its rights or obligations under this Agreement either in whole or in part without the prior written consent of the
other party, and any attempted assignment or delegation without such consent will be void.
11.9. Publiclty. Any approved usage of Evident Indlcia(Le., name, logo,trademarks)by Relying Party shall be in
compliance with Evident's brand and marks usage guidelines as shared by Evident, and such use if proper shall not
violate any Intellectual Property Rights or Confidential Information of Evident.
11.10. Independent Contractors. The parties will be independent contractors under this Agreement, and nothing '
_ -herein-will-constitute either-party-asthe;employer employees agent or-representative_of-the-other party,-or-both-parties as joint ventures or partners for any purpose.
1111. Insurance Requirements. Evident will provide proof of insurance coverages as set forth in the attached
IN WITNESS WHEREOF,each party hereto has executed and delivered this Agreement by a duly authorized
representative as of the dates written below.
Evident ID, Inc. Relying Party:City of Santa Ana
By: ^[ �s By: See attached signature page
Dana Thomas
Name: Name:
Title: Chief Operating Officer Title:
41 1 412026
Date: Date:
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Cocusign Envelope ID:861E96O-5A7A-40C7-A546-9E2B8236ACC2
ATTEST: CITY OF SANTA ANA
Jennifer al! Alvaro Nunez
City Cler City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: O 1
Laura A. Rossini
Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Lori Schnaider
Executive Director of Human Resources
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Docusign Envelope ID:861 E96QD-5A7A-4oC7-A546-9E2B8236ACC2
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Exhibit A-Insurance Requirements
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Evident shall procure and maintain for the duration of the contract insurance against claims for security breaches,
system failures, injuries to persons, damages to software, and damages to property(including computer
equipment),theft,or other misuse of Relying Party's data, infringement of intellectual property, invasion of privacy
and breach of data,which may arise from or in connection with the performance of the work hereunder by
its agents, representatives, or employees.
h4IN` MUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
— - - -I-Ct:rnmercial General-Ltabllity(C.GL) Insuranyce Services-Of€ice-F_orm"CG-00-01-covering-CGL--on-arr".accurrence"
basis, including products and completed operations, property damage, bodily injury and personal &advertising
injury with limits no less than$1,000,000 per occurrence and$2,000.000 general aggregate.
- - 2. C-5er'fjclibl ty(CL)- Insurance,with limits nofless than$2;00-0 000 per occurrence-or-claim and-$2,000,000--_
aggregate. Coverage shall-be-sufficiently-broad-to-respond-to-the-duties-and-obligations-as-is-undertaken-by --- j
FVd.�nt in this agreement and shall include,but not be limited to, claims involving security breach, system failure,
data recovery, business interruption, cyber extortion,social engineering, infringement of intellectual property,
iI c,lr;ding but not limited to infringement of copyright, trademark,trade dress, invasion of privacy violations,
information theft,and release of private information.The policy shall provide coverage for breach response costs,
recgulatocy fines and penalties as well as credit monitoring expenses.
3. Technology Professional Liability Errors and Omissions Insurance(E&O):appropriate to Evident's profession
and,work hereunder,with limits not less than $1,000,000 per occurrence and$2,000,000 aggregate. Coverage
shall be sufficiently broad to respond to the duties and obligations as is undertaken by Evident in this agreement
and shall include, but not be limited to, claims involving business interruption,damage to or destruction of electronic
information, and alteration of electronic information.The policy shall provide coverage for Evident's failure to
provide professional services and/or products under this Agreement, The Policy shall include,or be endorsed to
include, damage to, alteration of, loss of, or destruction of electronic data and/or information"property"of Relying
P—aj`y in the care, a.lstody, or control of Evident.
4.Workers' Ccrnpensation (WC):As required by the State of California, with statutory limits,and Employer's
Lia,N[ily insurance with limits of no less than$1,000,000 per accident, policy,employee,for bodily injury or disease.
Evident attests that fts viorkers'compensation coverage extends to all persons who will be working with the relying
fart, ,nde~r the agreed scope of services.
Old_._,InWr—anCe Proyislons
The ::rove required insurance policies are to contain or be endorsed to contain the following provisions:
1, City of Santa Ana, its City Council, its officers,officials, employees, agents,and volunteers are to be
covered as additional insureds, under Evident's CGL policy,with respect to any liability arising out of work or
o[a:_dicns performed by or on behalf of the Company including materials, parts, equipment,and personnel
furnished in connection with such work or operations.
2, A severability of interest provision must apply for all the additional insureds,ensuring that Evident's
insurance Shall apply separately to each insured against whom a claim is made or suit is brought, except with
res }5c:t to the insurer's limits of liability.
Evident shall riot cancel, suspend, void, reduce in coverage or in limits, or non-renew, or materially change
the policy coverages except after thirty(30)days prior written notice has been provided to Relying Party.
C'el dficate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,Attention: (Julie
Human Resources Agency), 20 Civic Center Plaza, M-40, Santa Ana, CA 92701. The name and location of
pree ot must be included in the Description of Operations section of each certificate.
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Docusign Er i_ _j:_: ID:831 E960D-5A7A-40C7-A546-9E2BB236ACC2
Self-Insured Retentions I
Self-insured retentions must be declared to and approved by Relying Party. Relying Party may require Evident to j
provide proof of ability to pay losses and related Investigations, claim administration, and defense expenses within j
the retention.
Act.:�ptaNnty of Insurers
lnsL rtarce is to be placed with insurers authorized to conduct business in the state of California with a current A.M. I
Best rating of no less than A-:VII, unless otherwise acceptable to Relying Party,
Claims Made Policies
It any of the required policies provide coverage on a claims-made basis:
i�t oacgve date must be shown and must be before the date of the contract.
2. Insurance must be maintained and evidence of insurance must be provided for at least two(2)years after
coy l t,-Jletion of work.
S. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a
rat ,motive data prior to the contract effective date, Evident must purchase"extended reporting"coverage for a
r^ r:irrn um of two(2)years after completion of work.
Ve.j.`?cation of Coverage
Ev :,t shall furnish Relying Party with original Certificates of Insurance including all required amendatory
Fr, c.-servants(or copies of the applicable policy language effecting coverage required by this clause). Failure to
the required documents prior to the work beginning shall not waive Evident's obligation to provide them.
Relying Party reserves the right to require complete, certified copies of all required insurance policies, including
endorsements required by these specifications, at any time.
&,ih,zcrt'actors
Ev_ aan'shall require and verify that all subcontractors maintain insurance meeting all the requirements stated
herehn.
Special Risks or Circumstances
Relying Party reserves the right to reasonably modify these requirements,including limits, based on the nature of
the ri-l<, prlor experience,insurer,coverage, or other special circumstances.
Failure to Maintain Insurance Coverage
If Evident,for any reason,fails to mairtain insurance coverage,which is required pursuant to this Agreement,for
ttie c r:tire term of this contract, and the same is not cured after receipt of written notice from Relying Party and
ru=,s-,able timeframe for cure(at least 15 business days),the same shall be deemed a material breach of
Agreement. Relying Party, at its sole option, may terminate this Agreement at any time and pursue damages from
E-.i,_'-.;,t resulting from said breach.
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❑ocusign Envelope ID:861E96OD-5A7A-4OC7-A546-9E2B8236ACC2
0 evident
Evident ID,Inc Remit To Address
-
945 East Paces Ferry Road NE,Suite 1400,Atlanta,CA 30326 Evidenl ID,Inc
Tel,+1 977 832.5298,Email:salesrwevFdentid.com 2810 N Church SI,Suite 95997,Wilmington,OE 19a02-4447
wnrw evidentld-com. Quote Expiration: 4/17/26
Order Fora;prepared for: Date: 13-Apr-2026
City of Santa Ana Evident Contact: Lisa Szemes
Entity Name(internal use):sanraana Email: ;A.szernes@evidentid.com
Account ID(internal use):001 Rm00000ZH6AB Phone: 909-446-5815
License Fee
above included
Annual Included (Per Vendor above:rr
Service Platform Fee Licenses Included)
Insurance Verification-as-a-Service(IVaaS)-Managed Services Tier S28,99QA9 No gas.gg
Each License is for 1 year of service,and includes.
-Custom brandato_and communications
•Decision,ng fng:na includes Unlimited Coverage Types and Groups
-Notice of Carceilauan Support(Digital and PO Box)
-Embedded`ins-•raree for third parties
-AP111nte5ration Srppwl.unlimited aderimiusers
-Hastortc COI Access
Managed Services
Limited-Time Discount
Evident has extended a special discount reflected in the pricing above to support the City`s
ability to proceed under its current purchasing process and remain wlthin the City's small- $20,000.OD 800 $25.DD
purchase ti-reshold(under$30,000),avoiding the need to initiate a formal RFP This
discount is contingent upon the execration of a mutually agreed order Form and applicable
agreements art or before April 17,2026.
Onboardtng(one-time:) $2,50D.00
Total Year 1 With Discount: S22,SD0.00
Milling Information Billing Terms
Address 20 Civic Center Plaza Term: 12 Months
Santa Ana.CA 92701 onhoarding Service: Included in First Invoice
Annual Platform Fee: Invoiced Annually
Contact: Brandon Ghandler All Other Fees and Services: Invoiced Monthly,in Arrears
Email: bchander@santa-ana.org Payment Terms 45 Days from Invoice
Additional
Initial Term:
May i,2026-April 30.2027(Term begins at date listed or upon initial usage of service,whichever occurs sooner)
Ivaas;
The licenses pack included in the Platform Fee will be activated when the term begins and renew annually.
Insurance Verification is an annual subscription service whereby an individual 12-month service is Initiated upon activation of an individual insured.
The subscription fee cannot be prorated,including upon termination of the agreement.
The City agrees to pay Evident ID,Inc,at an amount not-to-exceed$50,000.These costs may include additional license fees above the 1000 included licenses,
Subscription is not subier:t to auto-renewal.
By signing this Order Form,you agree to:(a)purchase the products and services pursuant to the terms set forth herein;(b)authorize Evident to submit Invoices for such
payment;and(c)be bound by the Evident Relying Party Subscription Terms&Conditions(Agreement).This Order Form will renew as set forth In the Agreement,unless
expressly stated otherwise herein.
Evident ID,Inc City of Santa Ana
Name Dana Thomas Name: Lori Schnaider
Title: Chief Operating Officer Title: Executive Director of HR
.o�N.
Signature AS Signature:
Date: 411412026 Date:04/13/2026
Docusign Envelope ID:861 E96OD-5A7A-4OC7-A546-9E2BB236ACC2
A DATE(MMIDDIYYYY)
/`\ CERTIFICATE OF LIABILITY INSURANCE o412or2o2s
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
MARSH RISK&INSURANCE SERVICES NAME:
PHOE
FOUR EMBARCACERO CENTER,SUITE 1100 A1CNNo Ext: FA c No):
CALIFORNIA LICENSE NO.0437153 E-MAIL
SAN FRANCISCO,CA 94111 ADDRESS:
Atari:IJenver.CertRequcst@marsh.ccm 1 FAX 212-948-4381 INSURER 5 AFFORDING COVERAGE NAIC#
118921369--GAUG25-26 _ - _ INSURER A: Berkley Reg oval Ir suranee Co. 29580
INSURED Evident ID,Inc. INSURER B: Mosaic Americas Insurance Services I
945 East Paces Ferry,Suite 1700 INSURER C,
Atlanta,GA 30326
INSURER D
INSURER E
INSURER F:
COVERAGES CERTIFICATE NUMBER: SFA-004218293-02 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP I LIMITS LTR D1YYW POLICY NUMBER MMfD MMfDD1YYYY
A X COMMERCIAL GENERAL LIABILITY TOP 7023277-12 07/1212025 07112/2026 EACH OCCURRENCE $ 1,000.000
�� DAMAGE TO RENTED
CLAIMS-MADE 1 ' OCCUR PREMISES Ea occurrence $ 1,000,000
MED EXP(Any one person) $ 15,000
PERSONAL&ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000
X POLICY PRO-
JECT [] LOC PRODUCTS-COMPIOP AGG $ 2,000,000
OTHER: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
Ea accident
ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY(Par accident) $
HIRED NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY Par accident _
$
UMBRELLA LIAR OCCUR EACH OCCURRENCE $
EXCESS LIAR HCLAIMS-MADE AGGREGATE $
DE❑ 1 I RETENTION$
WORKERS COMPENSATION PER I OTH
AND EMPLOYERS'LIABILITY ,YIN STATUTE I ER
ANYPROPRIETORIPARTNERIEXECUTIVE E.L.EACH ACCIDENT $
OFFICERIMEMBER EXCLUDED? N I A
(Mandatory in NH] E.L.DISEASE-EA EMPLOYEE $
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I S
B CyberI Tech nologyE&O POY5388425AA 0610112025 961011202E Limit 5,000,000
SIR:$50,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD tot,Additional Remarks Schedule,may he attached if more space is requrred)
City of Santa Al its City Council,its officers,officials,employees,agents,and volunteers are included as additional insured where required by written contract with respect to General Liability.
APPROVED
By Tv Tran!Nguyen at 10.36 am,Apr 21,2026
CERTIFICATE HOLDER CANCELLATION
Oily of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Attn:Julie HOnng,Human Resources Agency THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
20 Civic Center Pala,M-40 ACCORDANCE WITH THE POLICY PROVISIONS.
Santa Ana,CA 92701
AUTHORIZED REPRESENTATIVE
gold dale �l�tau�aee S
b 1988-2016 ACORD CORPORATION. All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD
—FATE(MMIDDIYYYY)
AC"R" CERTIFICATE OF LIABILITY INSURANCE
04-16-2026
THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE
DOES NOT AFFIRMATIVELY OR NEGATIVELYAMEND,EXTEND ORALTERTHE 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. It
SUBROGATION IS WAIVED,s ubject to the terms a nd conditions of the policy,certain policies may require a n endorsement.A statement on this certificale
does not confer rights to the certificate holder in lieu of such endorsements .
PRODUCER CONTACT
NAME:
CAC Specialty,LLC PHONE FAX
INN,No,Eaq [ArC,No},
250 Filmore Street,Suite 450 E-MAIL
ADDREss:
Denver,CC 80206
INSURERS AFFORDING COVERAGE NAIC#
INSURERA:AID INSURANCE COMPANY 19399
INSURED
INSURER B:
Sequoia One PEO,LLC.AltEmp: EvidentiD,Inc. INSURERC:
1033 W.Roosevelt Way,3rd Floor INSURER D:
Tempe,AZ 85288 INSURER E:
INSU RER F:
COVERAGE CERTIFICATE REVISION
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD INDICATED.
NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOC UMENT W ITH RESPECT TO WHICH THIS C ERTI FICATE MAY BE ISSUED
OR MAY PERTAIN,THE INSURANCEAFFORDED BY THE POLICIES DESCRIBED HERON IS SUBJECTTO ALLTHE TERMS,EXC LUSIONSAND CONDITIONS OF SUCH POLICIES,
LIMITS SHOWN MAY HAVE BFFN REDUCED BY PAID CLAIMS-
wsR AODL SUBR POLICYEFF POLICYEXP
LTR TYPEOF INSURANCE NED yvm POLICY NUMBER MM1DDrYYYY MAV0DfYYYY LIMITS
COMMERCIAL GENERALLIABILITY EACH OCCURRENCE $
CLAIMS-MADE OCCUR PAPREMAGE To RELA E❑ $
MEO EXP(Any one person) $
PERSONAL&AI INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
POLICY 0 PRO-
JECT LOC PRODUCTS -COMPADPAGG $
OTHER: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
)Ea"R a de"q
ANY AUTO BOOILY INJURY{Per person) $
OWNED SCHEDULES BODILY INJURY{Per accident) $
AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE(Per $
AUTOS ONLY AUTOS ONLY ac"aenp
$
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESSLIAB CLAIMS-MADE AGGREGATE $
DED I I RETENTION IS $
V1 RERS COAPERSATIOH PER
AND ELPLOYERS' LIABILITY YIN X STATUTE Oth.
ANY PROPRIETOWART NERIEXECUTIV E
A OFFICERlMEMBER EXCLUDEDI NIA 051132447 4/1/2026 4/1/2027 E.L.EACH ACCIDENT $ 2,DDO,DDO
(Mandatary in NHi If yes.tlescnte unde E.L.DISEASE-EA EMPLOYEE $ 2,000,000
r DESCRIPTION OF OPERATIONS be Env E.L.DISEASE-POLICY LIMIT $ 2,COD,00D
Client Coverage Effective Date: 4/1/2026 4/1/2027 Client#1275-Multi
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES{ACORD 101,Additional Remarks Schedule, may be attached if more space is required)
Coverage is provided for only those co-employees Of,but not subcontractors to:
Evident ID,Inc.
Evident ID
945 East Paces Ferry Road Ne
Suite 1700 APPROVED
Atlanta,GA 30326 By Tu Tran Nguyen at 10.36 am,Apr 21,2026
CERTIFICATE HOLDER CANCELLATION
City of S a nta Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
Attention: (Julie Houng, Human Resources Agency} EXPIRATIONDATE THEREOF,NOTICEWLLBE DELIVERED IN ACCORDANCE WITH
20 Civic Center Plaza,M-40 THE POLICY PROVISIONS.
Santa Ana,CA 92701
AUTHORIZED REPRESENTATIVE
ACORD 25
O 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
AGENCY CUSTOMER ID:
LOC#:
ACo ADDITIONAL REMARKS SCHEDULE Page 2 of 2
AGENCY NAMEDINSURED
CAC Specialty, LLC Sequoia One PEO, LLC.Alt Emp:Evident ID,Inc.
POLICYNUMBER 1033 W.Roosevelt Way, 3rd Floor
051132447 Tempe,AZ 85288
CARRIER NAIC CODE
AIU INSURANCE COMPANY 19399 EFFECTIVEDATE:4J112026
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: ACORD 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE
Policy Insurer NAIC# WC Policy Client Coverage Policy
Number State Effective Effective Date Expiration
051133078 'AIU INSURANCE COMPANY 19399 CA 41112026 411/2026 41112027
051132446 'AIU INSURANCE COMPANY 19399 FL 4/112026 4/112026 41112027
051132447 AIU INSURANCE COMPANY 19399 GA 4/112026 41112026 41112027
51133552 AIU INSURANCE COMPANY 19399 KS 4/1/2026 41112026 41112027
51134698 AIU INSURANCE COMPANY 19399 NJ 4/112026 41112026 11/2027
51136054 AIU INSURANCE COMPANY 19399 PA 4/1/2026 41112026 41112027
051132467 IU INSURANCE COMPANY 19399 VA 41112026 4/112026 11/2027
Client Coverage Effective Date represents the date coverage began in that respective state and may differ from the Policy Fffective Date.
ACORD 101 (2008/01) 02008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
C. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY
The following is added to the Other Insurance Condition and supersedes any provision to the contrary:
This insurance is primary to and will not seek contribution from any other insurance available to an additional
insured under your policy provided that:
1. The additional insured is a Named Insured under such other insurance; and
2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not
seek contribution from any other insurance available to the additional insured.
D. ADDITIONAL INSURED -VENDORS
Under Section If -Who Is An Insured, the following is added:
Any person or organization that is a vendor and that you have agreed in a written contract or agreement to
include as an additional insured on this Coverage Part is an insured, but only with respect to liability for"bodily
injury" or"property damage" that:
1. Is caused by an "occurrence"that takes place after you have signed and executed that contract or
agreement; and
2. Arises out of"your products"which are distributed or sold in the regular course of such vendor's business.
The insurance provided to such vendor is subject to the following provisions:
1. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written
contract or agreement, or the limits shown in the Declarations, whichever are less.
2. The insurance provided to such vendor does not apply to:
a. Any express warranty not authorized by you;
b. Any change in "your products" made by such vendor;
c. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the
substitution of part under instructions from the manufacturer, and then repackaged in the original
container;
d. Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or
normally undertake to perform in the regular course of business, in connection with the distribution or
sale of"your products";
e. Demonstration, installation, servicing or repair operations, except such operations performed at such
vendor's premises in connection with the sale of"your products"; or
f. "Your 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 on behalf of such vendor.
Coverage under this provision does not apply to:
1. Any person or organization from whom you have acquired "your products", or any ingredient, part or
container entering into, accompanying or containing such products; or
2. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement.
E. ADDITIONAL INSURED -WRITTEN CONTRACT OR AGREEMENT
Under Section II -Who Is An Insured, the following is added:
Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed
in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but
only with respect to liability for"bodily injury" or"property damage" that:
1. Is caused by an "occurrence"that takes place after you have signed and executed that contract or
agreement; and
2. Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to
which that contract or agreement applies or the acts or omissions of any person or organization performing
such operations on your behalf.
The limits of insurance provided to such insured will be the limits which you agreed to provide in the written
contract or agreement, or the limits shown in the Declarations, whichever are less.
F. AGGREGATE LIMIT PER LOCATION
1. Under Section III -Limits Of Insurance, the following is added:
The General Aggregate Limit applies separately to each of your"locations" owned by or rented or leased to
you.
Page 2 of 6 Includes copyrighted material of Insurance CG 83 60 12 19
Services Office, Inc., with its permission.
(MMI
A�® CERTIFICATE OF LIABILITY INSURANCE 7OT6
2/202 DIYYYY)
2/20 2 6
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
MARSH RISK&INSURANCE SERVICES NAME:
PHONE FAX
FOUR EMBARCADERO CENTER,SUITE 1100 (A/C,No Ext: A/C,No
CALIFORNIA LICENSE NO.0437153 E-MAIL
SAN FRANCISCO,CA 94111 ADDRESS:
Attn:Denver.CertRequest@marsh.com/FAX 212-948-4381 INSURER(S)AFFORDING COVERAGE NAIC#
118921369--GAUC-26-27 INSURERA: Berkley Regional Insurance Co. 29580
INSURED Evident ID,Inc. INSURER B: Mosaic Americas Insurance Services LLC
945 East Paces Ferry,Suite 1700 INSURER C:
Atlanta,GA 30326
INSURER D
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: SEA-004218293-05 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER
POLICY EFF POLICY EXP
LTR MM/DDIYYYYI iMMIDDIYYYYI LIMITS
A X COMMERCIAL GENERAL LIABILITY TCP 7023277-12 07/12/2025 07/12/2026 EACH OCCURRENCE $ 1,000,000
RENTEDDAMAGE TO
CLAIMS-MADE X� OCCUR FIR SES(Ea.";
Ea occrre... $ 1,000,000
MED EXP(Any one person) $ 15,000
PERSONAL&ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000
POLICY❑ JECT PRO ❑ LOC PRODUCTS-COMP/OPAGG $ 2,000,N
000
OTHER: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
Ea accident
ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTYDAMAGE $
AUTOS ONLY AUTOS ONLY Per accident
L $
UMBRELLALIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DED RETENTION$ $
WORKERS COMPENSATION PER OTH-
AND EMPLOYERS'LIABILITY YIN STATUTE ER
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? N❑ NIA
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $
B Cyber with Tech E&O PCY5388426AA 06/01/2026 06/01/2027 Cyber with Tech E&O 5,000,000
SIR:$100,000
DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
City of Santa Ana,its City Council,its officers,officials,employees,agents,and volunteers are included as additional insured where required by written contract with respect to General Liability.
APPROVED
By Tu Tran Nguyen at 7:12 am,Jun 18,2026
CERTIFICATE HOLDER CANCELLATION
City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Attn:Julie Houng,Human Resources Agency THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
20 Civic Center Plaza,M-40 ACCORDANCE WITH THE POLICY PROVISIONS.
Santa Ana,CA 92701
AUTHORIZED REPRESENTATIVE
7 W-1t �rQle �ctotirnacue S�viee�
@ 1988-2016 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD