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First Arriving IO Inc; 2026-07-13;
Page 1 City Attorney Approved Version 9/3/2025 AGREEMENT FOR PUBLIC SAFETY DASHBOARD INFORMATION PLATFORM AND MAINTENANCE SERVICES FIRST ARRIVING IO, INC THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of _________________________, 2026, by and between the City of Carlsbad, California, a municipal corporation ("City"), and First Arriving IO, Inc., a Delaware Corporation ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in providing public safety dashboard information platforms and maintenance services. B. Contractor has the necessary experience in providing the required professional services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform the required professional services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one-year terms. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed fifty thousand ninety-three dollars and sixteen cents ($50,093.16). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If City elects to extend the Agreement, the amount shall not exceed an annual 3% increase per Agreement year over the prior year as shown on Exhibit “A.” Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D July 13th Page 2 City Attorney Approved Version 9/3/2025 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement caused by any negligence, recklessness, or willful misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Page 3 City Attorney Approved Version 9/3/2025 for such claim, including the cost to defend, shall not exceed Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal and advertising injury, with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Page 4 City Attorney Approved Version 9/3/2025 10.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 If Contractor maintains higher limits than the minimums shown above, City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to City. 10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Page 5 City Attorney Approved Version 9/3/2025 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D City Attorney Approved Version 10/23/2025 Page 6 18. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 19. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 20. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 22. TERMINATION In the event of Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. Notwithstanding the foregoing, City recognizes that the price for services are due on an annual basis and that City will not be entitled to any refunds unless the cancellation is due to a breach of contract by Contractor. Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D City Attorney Approved Version 10/23/2025 Page 7 23. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 25. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 27. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 28. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order, order forms (Exhibit “A”) and/or the Master Service & Service Level Agreement (Exhibit “B”). Neither this Agreement nor any of its provisions may be Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D City Attorney Approved Version 10/23/2025 Page 8 amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 29. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 2026. the State of California a Delaware Corporation SHERRY FREISINGER, City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ City Attorney Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D 13th July Exhibit “A” Order Form for Department Proposed By: Keith Dickhudt Date: 05/07/2026 ORDER FORM Company Information Billing Information renewals@carlsbadca.gov Terms and Conditions Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “A” ORDER FORM SERVICES Basic Dashboard Integration Setup $1,250.00 1 $1,250.00 Basic Dashboard Annual Subscription With connection hardware - Year 1 With connection hardware - Year 2 With connection hardware - Year 3 With connection hardware - Year 4 With connection hardware - Year 5 (Years 1-3) $21,006.96 Option Year 4 $6,984.64 $7,194.24 Total $35,185.84 Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “A” Additional dashboards can be added for $799 per dashboard per year. Individual User Accounts can be added for $30 per user per year. Amendments to the Agreement will be executed if additional dashboards or user accounts are required. The price will be honored for 90 days, but may vary if the customer changes the final configuration or quantity. The deliverable is expected to be ready approximately 90-120 days after contract signing, provided the customer responds to information and decision requests. Hardware includes a dashboard- programmed Chromebox and an HDMI cable. Customers are encouraged to contact their third-party integration vendors to determine any costs associated with providing their portion of the interface License Agreement - Dashboards Customer is licensed to use the contracted number of Dashboard subscription licenses during the term of the agreement and subsequent renewal periods. One license required per display. LIFETIME Hardware Warranty, Replacement & Upgrade During the term of a current license agreement, First Arriving will replace any defective device*. This includes upgrades to the device when needed. * Defective device does not include water or damage caused by inappropriate use of device. Subscription Term & Details Your Dashboard subscription includes all existing and new features/integrations in the First Arriving digital signage platform based on your license level, excluding any third party provider fees and any agreed upon custom development for unique integrations or features specific to your organization. These are always discussed and pre-approved prior to implementation. Your subscription also includes access to our support center and support team, with email, phone and web-based ticket support. New feature requests outside of normal support or existing features/integrations are reviewed on a case-by-case basis. For additional Terms & Conditions, please see attached as Exhibit “B” included in the agreement by this reference. Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “A” Billing & Contact Information First Arriving IO, Inc 9555 Kings Charter Drive, Suite K Ashland, Virginia 23005 (240) 667-7755 Billing Email: Billing@firstarriving.io Support Email: dashboards@firstarriving.com Support Center & FAQs: https://support.firstarriving.com Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “A” Order Form for Department Proposed By: Keith Dickhudt Date: 05/07/2026 ORDER FORM Company Information Billing Information renewals@carlsbadca.gov Terms and Conditions Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “A” ORDER FORM SERVICES 3.0 Conversion $2,395.00 1 $2,395.00 Basic Dashboard Annual Subscription With connection hardware - Year 1 With connection hardware - Year 2 With connection hardware - Year 3 With connection hardware - Year 4 With connection hardware - Year 5 (Years 1-3) $29,086.20 Option Year 4 $9,471.60 $9,755.80 Total $48,313.60 Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “A” Additional dashboards can be added for $799 per dashboard per year. Individual User Accounts can be added for $30 per user per year. Amendments to the Agreement will be executed if additional dashboards or user accounts are required The price will be honored for 90 days, but may vary if the customer changes the final configuration or quantity. The deliverable is expected to be ready approximately 90-120 days after contract signing, provided the customer responds to information and decision requests. Hardware includes a dashboard- programmed Chromebox and an HDMI cable. Customers are encouraged to contact their third-party integration vendors to determine any costs associated with providing their portion of the interface License Agreement - Dashboards Customer is licensed to use the contracted number of Dashboard subscription licenses during the term of the agreement and subsequent renewal periods. One license required per display. LIFETIME Hardware Warranty, Replacement & Upgrade During the term of a current license agreement, First Arriving will replace any defective device*. This includes upgrades to the device when needed. * Defective device does not include water or damage caused by inappropriate use of device. Subscription Term & Details Your Dashboard subscription includes all existing and new features/integrations in the First Arriving digital signage platform based on your license level, excluding any third party provider fees and any agreed upon custom development for unique integrations or features specific to your organization. These are always discussed and pre-approved prior to implementation. Your subscription also includes access to our support center and support team, with email, phone and web-based ticket support. New feature requests outside of normal support or existing features/integrations are reviewed on a case-by-case basis. For additional Terms & Conditions, please see attached as Exhibit “B” included in the agreement by this reference. Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “A” Billing & Contact Information First Arriving IO, Inc 9555 Kings Charter Drive, Suite K Ashland, Virginia 23005 (240) 667-7755 Billing Email: Billing@firstarriving.io Support Email: dashboards@firstarriving.com Support Center & FAQs: https://support.firstarriving.com Cost Summary Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “B” Master Services & Service Level Agreements First Arriving IO, Inc. 1. CONTRACT STRUCTURE & ORDER-OF-PRECEDENCE This First Arriving Master Service Agreement (“Agreement”) is entered into between First Arriving IO, Inc. First Arriving (“FA”) and the customer (“Customer”) identified on the first order document signed by both Parties referencing this Agreement (“Order Form”), effective as of the effective date identified in that Order Form (“Effective Date”). Capitalized terms in this Agreement are defined in Section 16 (Definitions) and elsewhere in this Agreement. This Agreement and all Order Forms govern Customer’s access to and use of FA’s Service “Customer” and “FA” also include such Party’s respective Affiliates, and Customer and FA may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.” CUSTOMER IS RESPONSIBLE FOR CAREFULLY READING ALL TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE SIGNING AN ORDER FORM, CLICKING “ACCEPT,” OR ACCESSING OR USING ANY FA SERVICE. BY SIGNING AN ORDER FORM, OR ACCESSING OR USING ANY FA SERVICE, CUSTOMER CONFIRMS THAT CUSTOMER HAS ACCESSED ONLINE AND/OR BEEN PROVIDED A COPY OF THIS AGREEMENT, AND HAS READ AND ACCEPTS THIS AGREEMENT IN ITS ENTIRETY. NOTWITHSTANDING ANY DIFFERENT OR ADDITIONAL TERMS CUSTOMER MAY REFERENCE OR PROVIDE, FA’S OFFER OR ACCEPTANCE TO ENTER INTO AN AGREEMENT WITH CUSTOMER WITH RESPECT TO ANY FA SERVICE IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT AND CONDITIONED ON CUSTOMER’S CONSENT TO THIS AGREEMENT. 2) OWNERSHIP OF SERVICE & CUSTOMER DATA 2.1 Ownership of the Service. The Service is the property of FA, and is protected by copyright, patent, trade secret and other intellectual property laws. FA and its licensors retain any and all rights, title and interest in and to the Service (including, without limitation, all Intellectual Property Rights), including all copies, modifications, extensions and derivative works thereof. Customer’s right to use the Service is limited to the rights expressly granted in this Agreement and the applicable Order Form(s). All rights not expressly granted to Customer are reserved and retained by FA and its licensors. 2.2 Ownership of Customer Data. As between Customer and FA, (a) all Customer Data is the property of Customer, and (b) Customer retains any and all rights, title and interest in and to the Customer Data, including all copies, modifications, extensions and derivative works thereof. FA retains no right or interest in any Customer Data. 3) GRANT OF RIGHTS Subject to the terms and conditions of this Agreement, FA hereby grants to Customer the non-exclusive, non-transferable (except as specified in Section 15.2 (Assignment), worldwide, royalty-free right to access and use the Service during the Service Term in accordance with the terms of this Agreement and all applicable Order Form(s) (e.g., any transaction volume terms and limitations to particular Customer legal entities, business units, projects, brands, products and/or services set forth therein). Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “B” 4) USE OF SERVICE 4.1 Customer Responsible for User Accounts. Customer is responsible for all activity occurring under Customer’s User accounts, and must comply with all applicable laws and regulations in connection with using the Service. Customer also must (a) notify FA promptly upon becoming aware of any unauthorized use of any Customer password or account (or any other breach of security of the Service), and (b) notify FA promptly upon becoming aware of, and stop, any unauthorized copying, distribution or other misuse of any aspect of the Service. FA will promptly notify the customer of any breach or unauthorized access of the service. 4.2 Use Restrictions. During the term of this Agreement or any Order Form, Customer must not, without FA’s prior written consent, cause or permit the: (a) use, copying, modification, rental, lease, sublease, sublicense, transfer or other commercial exploitation of, or other third party access to, any element of the Service, except to the extent expressly permitted by this Agreement; provided however, that Customer may allow its own customers to access the functionality or output of the Service, via interfaces, portal applications and the like, solely for Customer’s internal business purposes in accordance with the applicable Order Form; (b) creation of any modifications or derivative works of the Service; (c) reverse engineering of the Service; (d) gaining of unauthorized access to the Service or its related systems or networks (for example, by impersonation of another user of the Service or provision of false identity information); (e) interference with or disruption of the integrity or performance of the Service or the data contained therein (for example, via unauthorized benchmark testing or penetration testing); (f) sending, storing or use of any Customer Data in connection with the Service for which Customer lacks sufficient ownership or other rights; (g) sending of spam or otherwise duplicative or unsolicited messages in violation of applicable law; (h) sending or storing of infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material in connection with the Service (including, without limitation, any material violative of third party privacy rights); or (i) intentionally sending or storing of any material containing any viruses, worms, trojan horses or other malicious or harmful computer code, files, scripts, agents or programs in connection with the Service. This provision includes sharing login access to FA Technology or FA supplied content contained therein. 4.3 You and Your Authorized Users will need to set up an account and maintain Internet access to use the Service. You and Your Authorized Users will need Internet access and may need to create or log into an account to use the Service and FA reserves the right to require that. You agree that you and Your Authorized Users will not share any user ID or passwords. You agree you will not allow anyone else to access your account (except as expressly allowed by these Terms) or do anything else that might jeopardize the security of your account. You will be solely responsible for arranging and paying any cost for Internet or other network access, equipment, software, services and other resources required for you to access and/or use the service, including, without limitation, Internet service provider fees, telecommunications fees, and the costs of any equipment and third-party software (including, without limitation, encryption and other security technology). FA will not be responsible for the support of your access and will not be responsible for the reliability, security or performance of any access if documented technical requirements are not met. Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “B” 5) PRIVACY, SECURITY, CONTINUITY & SUPPORT 5.1 Compliance with Privacy Laws. FA will use Customer Data in connection with the Service only as permitted by Privacy Laws and this Agreement; provided, however, that if compliance with any Privacy Laws would materially change FA’s costs or risks in providing the Service (including, without limitation, by requiring that any FA data centers be located outside the U.S., or requiring FA to operate in violation of any U.S. laws), each Party will have the right to terminate this Agreement (including all Order Forms) under Sections 6.2 and 6.5 upon at least thirty (30) days prior written notice to the other Party, unless Customer and FA agree in writing within such 30-day period that FA may continue to provide the Service to Customer without complying with the Privacy Laws giving rise to such material change. In the event of a termination under this section, Customer’s sole right, and FA’s sole obligation, will be for FA to promptly refund to Customer on a pro rata basis any Service Edition Fees prepaid under applicable Order Forms that are unused as of the termination effective date. 5.2 Security of the Service. FA’s data security program for the Service will: (a) include industry standard reasonable security measures to protect against unauthorized access to any Customer Data residing in the Service; (b) comply with PCI DSS; and (c) comply with all laws and regulations surrounding the Service. FA will not be responsible or liable for any deletion, correction, damage, destruction or loss of Customer Data that does not arise from a breach by FA of its obligations under this Agreement, except for FA’s gross negligence or willful misconduct. 5.3 Business Continuity & Disaster Recovery. FA will maintain and implement throughout the term of this Agreement business continuity and disaster recovery plans to help ensure availability of the Customer Data following any significant interruption or failure of critical business processes or systems affecting the Service. FA will provide Customer with copies of its business continuity and disaster recovery plans within 30 days of Customer’s written request. 5.4 Support & Service Level Agreement. FA will provide technical support for the Service in accordance with Exhibit A to this Agreement (Support and Service Level Agreement) as long as Customer is entitled to receive support under the applicable Order Form and this Agreement. 6) TERM & TERMINATION 6.1 Term of Agreement. This Agreement will begin on the Effective Date and continue in effect as described in the Agreement Section 3 until all Order Forms expire or are terminated in accordance with Section 6.5. 6.2 Effect of Expiration or Termination of Agreement. Sections 1, 2, 4.2, 6.3, 6.5, 8, 9, 10, 11.3, 12, 13, 14, 15, and 16 of this Agreement will survive any expiration or termination of this Agreement. The applicable Order Forms may identify additional terms that will survive any expiration or termination of this Agreement. Regardless of the basis for expiration or termination of this Agreement, FA will not be obligated to retain any Customer Data for longer than ninety (90) days after any such expiration or termination. 6.3 Term of Order Forms. The term of particular Order Forms will be set forth therein, starting on the Effective Date specified therein and continuing for the initial term specified therein (“Initial Service Term”). Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “B” 6.4 Terminations of Agreement. See Agreement Section 22. 6.5 Effect of Termination of Order Forms. If an Order Form is terminated in accordance with Section 6.5, all terms of such Order Form that reasonably should survive such termination will survive, including, without limitation, Customer’s payment obligations if FA terminates for cause. 7) ORDER PROCESS Customer orders the FA Service via one or more Order Forms as executed amendments to this Agreement 7.1 Purchase Orders. If Customer requires that a purchase order (“PO”) be issued before making payment under an Order Form, Customer must provide to FA such valid PO conforming to the applicable Order Form in time for Customer to meet its payment obligations. 7.2. Modification of Fees Upon Renewal. FA reserves the right to modify the Fees for its Service under any future Order Forms, effective upon commencement of any renewal Term for the Service on the relevant Order Form(s), by notifying Customer in writing at least thirty (30) days before the end of the then-current Service Term. Any modifications to the Agreement will be executed as amendments to the Agreement. 8) FEES & PAYMENT 8.1 Payment Details. Customer must pay all fees and charges in accordance with this Agreement and each mutually executed Order Form (“Fees”). Except to the extent otherwise expressly stated in this Agreement or in an Order Form, or as provided by law: 1. All obligations to pay Fees are non-cancelable and all payments are non-refundable; 2. Customer must make all payments without setoffs, withholdings or deductions of any kind; 3. Customer must pay all Fees due under all Order Forms within thirty (30) days after Customer receives each invoice (invoices are deemed received when FA emails them to Customer’s designated billing contact); and 4. All payments must be in U.S. dollars. 8.2 Taxes. FA’s Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities in connection with any Order Forms. Customer is responsible for paying all such taxes, levies, or duties, excluding only taxes based solely on FA’s income. If FA has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer unless Customer provides FA a valid tax exemption certificate authorized by the appropriate taxing authority. 8.3 Customer Contact Information. Customer agrees to provide FA accurate billing and other contact information for each Order Form at all times during the Service Term, including the name of Customer’s applicable legal entity, and the street address, e-mail address, name and telephone number of an authorized billing contact. Customer shall provide this information within thirty (30) days after any changes, via email to FA’s Accounts Receivable team for billing contact information. Customer shall also maintain, at all times during the Service Term, at least one Admin who is a current employee and is authorized to administer Customer’s use of the Service. Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “B” 8.4 Consequences of Non-Payment. If Customer fails to make any payments required under any Order Forms, then in addition to any other rights FA may have under this Agreement or applicable law: 1. FA reserves the right to temporarily suspend Customer’s access to the Service if Customer’s account remains delinquent for thirty (30) days after receipt of a delinquency notice from FA (which may be provided via email to Customer’s billing contact). Customer will continue to incur and owe all applicable Fees irrespective of any such Service suspension due to Customer’s delinquency. 9) THIRD PARTY INTERACTIONS To the extent use of the Service requires use of any third-party products or services, such products and services may require Customer to agree to separate terms. Similarly, in connection with using the Service, Customer may enter into correspondence with, purchase products and/or services from, and/or participate in promotions of third parties. Any such third party activities, products and services, and any terms associated therewith, are solely between Customer and the relevant third parties. FA does not support, or endorse or make any representations or warranties regarding, any such third party products or services, and in no event will FA have any liability whatsoever in connection therewith. 10) SERVICE AND PROFESSIONAL SERVICES If Customer wishes to purchase any training, implementation or other professional services from FA relating to the Service (“Professional Services”), the Parties will mutually execute one or more separate Order Forms containing the relevant terms and conditions. Except to the extent expressly set forth to the contrary in any applicable Order Form the following provisions will apply to all Order Forms: 1. As between Customer and FA, Customer will retain all ownership rights in and to all copyrightable works owned by Customer including without limitation, inventions, software, trade secrets, work product, methodologies, techniques, tools, algorithms, materials, products, ideas, designs, and know-how (including all copies, enhancements, modifications, revisions, and derivative works of any of the foregoing), that existed prior to the Effective Date of any Order Form or are acquired by Customer from a third party thereafter or developed independently and outside the scope of this Agreement (and associated intellectual property rights) (“Pre- existing Customer Intellectual Property”) and any software, design, content, methodologies, techniques, processes, inventions, materials or other deliverables developed in whole or in part by FA, or otherwise provided to Customer, in connection with this Agreement or any applicable Order Form (“FA Deliverables”), other than FA Independent Intellectual Property as defined below, shall be the property of Customer. Therefore, as between FA and Customer, Customer will at all times be and remain the sole and exclusive owner of any Pre-Existing Customer Intellectual Property and FA Deliverables. Customer grants FA a non-exclusive, non-transferable, worldwide, royalty-free license solely to use such Pre-Existing Customer Intellectual Property in connection with providing the Service during the term of this Agreement or any applicable Order Form and otherwise performing its obligations under this Agreement. 2. All software and services owned and developed by FA, methodologies, techniques, software libraries, tools, algorithms, materials, products, ideas, designs, and know-how (including all Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “B” copies, enhancements, modifications, revisions, and derivative works of any of the foregoing), that existed prior to the Effective Date of any Order Form or are acquired by FA from a third party thereafter or developed independently and outside the scope of this Agreement (and associated intellectual property rights) (“Pre-existing FA Intellectual Property”) and any software, design, content, methodologies, techniques, processes, inventions, materials or other deliverables independently developed in whole by FA (“FA Independent Intellectual Property”), and provided to Customer, in connection with this Agreement or any applicable Order Form, other than the FA Deliverables shall be the property of FA. As between FA and Customer, FA will at all times be and remain the sole and exclusive owner of any Pre-Existing FA Intellectual Property and FA Independent Intellectual Property. 3. Subject to the terms of this Agreement, FA grants Customer a non-exclusive, non-transferable, worldwide, royalty-free license to reproduce, perform, display, create derivative works of, and otherwise use internally the Pre-Existing and Independent FA Intellectual Property in connection with the Service during the Term of this Agreement. Nothing in this Agreement will prohibit, restrict or limit (i) FA from performing similar Professional Services for any third party, or (ii) Customer from hiring any third party to perform similar Professional Services (though Customer is not permitted to give any direct competitor of FA access to the Service or any Pre-Existing and Independent FA Intellectual Property without FA’s prior written consent). 11) WARRANTIES & DISCLAIMERS 11.1 Mutual Warranties. Each Party represents and warrants to the other that it has the legal power and authority to enter into this Agreement, and that this Agreement has been duly authorized, executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms. 11.2 Additional FA Commitments. FA further represents and warrants that: 1. It will use commercially reasonable technical means to screen for and detect disabling devices, viruses, trojan horses, trap doors, back doors, Easter eggs, time bombs, cancelbots and other computer programming routines designed to damage, detrimentally interfere with, surreptitiously intercept or expropriate any other software or data; 2. It will make commercially reasonable efforts to notify Customer, at least thirty (30) days in advance via FA’s Normal Communication Channels, of any scheduled changes FA believes are likely to have a material, adverse impact on Customer’s use of the Service (“Material Changes”). (As a multi-Tenant SaaS vendor, FA reserves the right to make enhancements and other changes to the Service, including occasional deprecation and removal of certain features and functionality.) If FA breaches any warranties in this Section 11.2, Customer’s exclusive remedy and FA’s sole obligation will be for FA to make commercially reasonable efforts to correct the non-conformity or, if FA is unable to correct the non-conformity within sixty (60) days after receipt of Customer’s written notice, for Customer to terminate the applicable Order Form(s) and receive a refund, on a pro rata basis, of any Service Edition Fees prepaid under such Order Form(s) that are unused as of the termination effective date. Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “B” 11.3 Warranty Disclaimers. EXCEPT TO THE EXTENT EXPRESSLY STATED IN THIS AGREEMENT: (A) FA AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED (IN FACT OR BY OPERATION OF LAW), REGARDING THE SERVICE, PROFESSIONAL SERVICES, OR ANY MATTER WHATSOEVER; AND (B) FA AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICE OR ANY PROFESSIONAL SERVICES ARE OR WILL BE ERROR-FREE, MEET CUSTOMER’S REQUIREMENTS, OR BE TIMELY OR SECURE. FA AND ITS LICENSORS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICE AND ANY PROFESSIONAL SERVICES, AND CUSTOMER HAS NO RIGHT TO MAKE OR PASS ON TO ANY THIRD PARTY ANY REPRESENTATION OR WARRANTY BY FA. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET OR ELECTRONIC COMMUNICATIONS. FA IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE, LOSS OR LIABILITY RESULTING FROM SUCH PROBLEMS NOT CAUSED BY FA. Customer agrees that ITS SUBSCRIPTION TO THE SERVICE AND FEES DUE OR PAID UNDER THIS AGREEMENT ARE neither contingent on the delivery of any future functionality or features, nor BASED on any oral or written comments regarding ANY future functionality or features. 12) INDEMNIFICATION See Agreement Section 9.13) LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: 13.1 EXCEPT FOR SUMS DUE FA UNDER APPLICABLE ORDER FORMS AND SOW, AND EXCEPT WITH RESPECT TO CUSTOMER’S OBLIGATIONS AND CUSTOMER’S LIABILITY UNDER SECTIONS 4.2 (USE RESTRICTIONS) AND 12 (INDEMNIFICATION), NEITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT WILL EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; 13.2 EXCEPT WITH RESPECT TO CUSTOMER’S OBLIGATIONS AND CUSTOMER’S LIABILITY UNDER SECTIONS 4.2 (USE RESTRICTIONS) AND 12 (INDEMNIFICATION), IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES OR LICENSORS BE LIABLE OR OTHERWISE OBLIGATED TO THE OTHER PARTY OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS PREVIOUSLY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND 13.3 THE TERMS OF THIS SECTION 13 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT (INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY. Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “B” THE PROVISIONS OF THIS SECTION 13 ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN CUSTOMER AND FA, AND THE FEES CHARGED FOR THE SERVICE REFLECT THIS ALLOCATION OF RISKS AND THESE LIMITATIONS OF LIABILITY. 14) CONFIDENTIALITY 14.1 Definition. As used in this Agreement, “Confidential Information” means information and materials provided by the disclosing Party (“Discloser”) to the Party receiving such information or materials (“Recipient”) that (a) are identified as confidential at the time of disclosure, or (b) a reasonable person in the relevant industries should understand to be confidential based on the nature of the information and materials and all other relevant factors. For the avoidance of doubt, Customer’s Confidential Information includes, without limitation, all Customer Data, all Customer non-public business information, and Customer’s Intellectual Property, and FA’s Confidential Information includes, without limitation, FA’s non-public business plans, all non-public aspects of the FA Technology, and the results of any evaluation of the Service performed by or on behalf of Customer for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. 14.2 Purpose. Recipient must not use any of Discloser’s Confidential Information for any purpose other than carrying out Recipient’s obligations or exercising its rights under this Agreement (the “Purpose”). 14.3 Permitted Disclosures and Obligations. Recipient also must not disclose to any third party any Confidential Information, other than to Recipient’s Affiliates, contractors, consultants, and employees who (a) need to know such information in order to fulfill the Purpose, and (b) are bound by confidentiality obligations substantially similar to Recipient’s under this Agreement (each Party is fully responsible for its respective Affiliates’, contractors’, consultants’ and employees’ compliance with this Agreement). Recipient must treat all Discloser Confidential Information with the same degree of care Recipient gives to its own Confidential Information, but not less than reasonable care. Further, neither Party may disclose publicly the existence or nature of any negotiations, discussions or consultations in progress between the Parties without the prior written consent of the other Party. Recipient and its Affiliates, contractors, consultants, and employees who receive Confidential Information hereunder must: (i) not use any such Confidential Information to compete with Discloser or in any other way except as reasonably necessary for the Purpose; (ii) not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects received from Discloser under this Agreement that embody Confidential Information; (iii) promptly notify Discloser of any unauthorized use or disclosure of its Confidential Information of which Recipient becomes aware; and (iv) reasonably assist Discloser in remedying any such unauthorized use or disclosure. 14.4 Exclusions. Recipient’s obligations under Section 14 will not apply to any Discloser Confidential Information that Recipient can prove with sufficient documentary evidence: (a) is or becomes part of in the public domain through no fault of Recipient; (b) is rightfully in Recipient’s possession free of any confidentiality obligation; (c) was independently developed by Recipient without use of any Discloser Confidential Information; or (d) is communicated by Discloser to an unaffiliated third party free of any confidentiality obligation. A disclosure by Recipient of any Confidential Information (i) in response to a valid order or other legal process issued by a court or other governmental body having jurisdiction, (ii) as otherwise required by law, or (iii) necessary to establish the rights of either Party under this Agreement will not be a breach of this Agreement. Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “B” 14.5 Ownership and Destruction of Confidential Information. As between Discloser and Recipient, all Discloser Confidential Information is the property of Discloser, and no license or other rights are granted or implied hereby. All materials provided to Recipient by Discloser, whether or not they contain or disclose Confidential Information, are Discloser’s property. Promptly after any request by Discloser, Recipient will (a) destroy or return to Discloser all Confidential Information and materials in Recipient’s possession or control, and (b) upon written request by Discloser, confirm such return/destruction in writing; provided, however, that the Recipient may retain electronic copies of any computer records or electronic files containing any Discloser Confidential Information that have been created pursuant to Recipient’s standard, commercially reasonable archiving and backup practices, as long as Recipient continues to comply with this Agreement with respect to such electronic backup copies for so long as such Confidential Information is retained. 14.6 Export. Exchange of Confidential Information under this Agreement is subject to all applicable export laws and regulations. Except to the extent permitted by a separate agreement, the Parties will not disclose any information requiring an authorization to be exported. 14.7 Confidentiality Period. Recipient’s obligations with respect to Discloser’s Confidential Information under Section 14 will remain in effect for the term of this Agreement and for three (3) years after any expiration or termination of this Agreement. 15) GENERAL 15.1 Governing Law. See Agreement Section 25 15.2 Assignment. Neither Party may assign, sublicense or otherwise transfer (by operation of law or otherwise) this Agreement, or any of a Party’s rights or obligations under this Agreement, to any third party without the other Party’s prior written consent, which consent must not be unreasonably withheld, delayed or conditioned; provided, however, that upon written notice to the other Party, either Party may assign or otherwise transfer this Agreement, along with all associated Order Forms (and all its rights and obligations thereunder), (a) to a successor-in-interest in connection with a merger, acquisition, reorganization, a sale of most or all of its assets, or other change of control, or (b) to its Affiliate. In the event of such a permitted transfer by Customer, the rights granted under this Agreement shall continue to be subject to the same usage limitations that applied under applicable Order Forms prior to the transfer (e.g., any transaction volume terms and limitations to particular Customer legal entities, business units, projects, brands, products and/or services set forth therein). Any purported assignment or other transfer in violation of this section is void. Subject to the terms of this section, this Agreement will bind and inure to the benefit of the Parties and their respective permitted successors and transferees. Notwithstanding anything to the contrary in this section, in the event of any permitted transfer by Customer under this section to a direct competitor of FA, FA will have the right to terminate this Agreement (including all associated Order Forms) for cause under Section 6.5. In the event of such a termination, FA will promptly refund to Customer, on a pro rata basis, all Fees prepaid by Customer under all Order Forms then in effect that are unused as of the termination effective date. 15.3 Force Majeure. If either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (other than payment obligations) due to any cause beyond its reasonable control, e.g., war, riots, labor unrest, fire, earthquake, flood, hurricane, other natural Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “B” disasters and acts of God, Internet service failures or delays, and denial of service attacks (collectively, “Force Majeure”), the affected Party’s performance will be excused for the resulting period of delay or inability to perform. 15.4 Marketing. Upon Customer’s prior written consent, which may be withheld or revoked at any time in Customer’s sole discretion, FA may identify Customer as a FA customer on FA’s website and marketing materials. Within thirty (30) days after Customer goes live on the Service, (a) Customer and FA will issue a mutually agreed joint public announcement, and (b) Customer may consider serving as a reference for FA in Customer’s sole discretion. 15.5 Independent Contractors. The Parties are independent contracting parties. Neither Party has, or will hold itself out as having, any right or authority to incur any obligation on behalf of the other Party. The Parties’ relationship in connection with this Agreement will not be construed as a joint venture, partnership, franchise, employment, or agency relationship, or as imposing any liability upon either Party that otherwise might result from such a relationship. 15.6 Notices. All legal notices (e.g., notice of termination of this Agreement or an Order Form based on an alleged material breach) required under this Agreement must be delivered to the other Party in writing (a) in person, (b) by nationally recognized overnight delivery service, or (c) by certified U.S. mail (requiring signature) to the other Party’s corporate headquarters, Attention: Legal Department. With respect to all other notices, Customer may email FA’s primary assigned contact and FA may email Customer’s billing contact identified on the applicable Order Form(s). Either Party may change its notice address by giving written notice to the other Party. 15.7 Anti-Corruption. Customer acknowledges it has not received or been offered any illegal or otherwise improper bribe, kickback, payment, gift or other thing of value by any FA employee, representative or agent in connection with this Agreement. Customer will use reasonable efforts to promptly notify FA if Customer becomes aware of any circumstances that are contrary to this acknowledgment. 15.9 Execution. This Agreement may be signed electronically and in counterparts, in which case each signed copy will be deemed an original as though both signatures appeared on the same document. 15.10 Entire Agreement. This Agreement, together with any applicable Order Forms (including any other terms referenced in any of those documents), comprises the entire agreement between Customer and FA regarding the subject matter of this Agreement, supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding such subject matter, and may only be modified by a document signed by authorized representatives of both Parties. Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “B” 16) DEFINITIONS As used in this Agreement: “Affiliate” means a company, corporation, individual, partnership or other legal entity that directly or indirectly controls, is controlled by, or is under common control with a Party to this Agreement. For purposes of this definition, “control” means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity; “Content” means the audio and visual information, documentation, software, products and services contained in or made available via the Service, other than Customer Data and Customer Confidential Information; “Customer Data” means any data, information or material received by the Service from Customer or Customer’s Users in the course of accessing or using the Service; “Intellectual Property Rights” means rights under any copyright, patent, trademark, trade secret and other intellectual property laws worldwide; “Normal Communication Channels” means the online channels through which FA normally communicates important information to its customers, e.g., FA’s online Knowledge Center and community site, and/or the email address(es) provided by Customer. (Customer must opt-into FA’s online community site to receive certain important information regarding such changes and to take other required action relating to use of the Service.); “Privacy Laws” means all European Union member country and U.S. laws and regulations regarding data privacy and transmission of personal data that apply to FA’s provision of the Service to Customer (e.g., storing and processing Customer Data), including, without limitation, Articles 25(1) and 26(1) of EU Directive 95/46/EC of 24 October 1995; “Service” means FA’s online subscription service (e.g., for subscription billing management and analytics), accessible via any Web site or IP address designated by FA, which FA provides to Customer under an Order Form. “Service” also includes all components of FA’s online LMS service, and all Content and FA Technology provided by FA in connection therewith; “User(s)” means Customer’s customers, employees, representatives, consultants, contractors and agents who have been authorized by Customer to use the Service; and “FA Technology” means all of FA’s and its licensors’ proprietary technology that FA makes available to Customer as part of or in connection with the Service (including, without limitation, any and all software, hardware, products, processes, APIs, algorithms, user interfaces, trade secrets, know-how, techniques, designs and other tangible or intangible technical material or information). Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “B” Appendix A: Service Level Agreement 1. Response Times For all support issues relating to the FA Dashboards, FA will make an industry standard and commercially reasonable effort to respond promptly (via FA’s Normal Support Channels), in any event within two (2) Business Days after receipt, unless otherwise specified in the Customer’s specific contract/package level 2. Uptime Commitment The Uptime Percentage for the Service will be ninety-nine and five-tenths percent (99.5%) (the “Uptime Commitment”). Subject to the exclusions described in Subsection C below, “Uptime Percentage” is calculated by subtracting from 100% the percentage of 1-minute periods during any yearly billing cycle (i.e., 12 calendar months) in which Customer’s Production Tenant(s) is (are) Unavailable out of the total number of minutes in that quarterly billing cycle. “Unavailable” and “Unavailability” mean that, in any 1-minute period, all connection requests received by Customer’s Production Tenant(s) failed to process (each a “Failed Connection”); provided, however, that no Failed Connection will be counted as a part of more than one such 1-minute period (e.g. a Failed Connection will not be counted for the period 12:00:00-12:00:59 and the period 12:00:30-12:01:29). The Yearly Uptime Percentage will be measured based on the industry standard monitoring tools FA uses. 3. Exclusions from Uptime Percentage Notwithstanding anything to the contrary in this exhibit, any Service Unavailability issues resulting from any of the following will be excluded from calculation of Quarterly Uptime Percentage: ● Regularly scheduled maintenance of the Service that does not exceed six (6) hours per 3-month period and is communicated by FA at least twenty-four (24) hours in advance via FA’s Normal Support Channels. (FA typically schedules such regularly scheduled maintenance once per month.); ● Any failures of the FA Standard and Custom Reporting Services that does not exceed six (6) hours per 3-month period and is communicated by FA at least twenty-four (24) hours in advance via FA’s Normal Support Channels.; ● QuickBooks, or a payment gateway; Amazon Web Services (AWS) or Google Enterprise – Any issues with a third party service to which Customer subscribes (e.g. third party integrations and data providers) ● Any problems not caused by FA that result from (a) computing or networking hardware, (b) other equipment or software under Customer’s control, (c) the Internet, or (d) other issues with electronic communications; ● FA’s suspension or termination of the Service in accordance with the Agreement and/or its associated Order Form; ● Exceeding FA’s published Concurrent Request Limits; ● Software that has been subject to unauthorized modification by Customer; Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D Exhibit “B” ● Negligent or intentional misuse of the Service by Customer; or – “Beta” or “limited availability” products, features and functions identified as such by FA. Customer may elect to use certain billable FA Professional Services to resolve issues associated with the excluded areas listed in the Customer’s contract/agreement. Such Professional Services may require Customer to complete a network assessment, and/or give FA access to Customer’s network, in order to diagnose the issue. International Users The Service is controlled, operated and administered by First Arriving from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the First Arriving Content accessed through First Arriving.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations. Contact Us First Arriving welcomes your questions or comments regarding the Terms: First Arriving IO, Inc. 9555 Kings Charter Drive Suite K Ashland, VA 23005 Email Address: getstarted@firstarriving.com Telephone number: +1 (240) 667-7755 Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 7/13/2026 License # 0757776 (831) 642-4002 (951) 231-2572 33138 First Arriving IO, Inc. David Iannone 9555 Kings Charter Drive, Suite K Ashland, VA 23005 A 1,000,000 LHC870954 10/18/2025 10/18/2026 50,000 $2,500 ea claim ded.5,000 1,000,000 1,000,000 1,000,000 For Information Purposes Only. City of Carlsbad Attn: Brent Gerber 1635 Faraday Avenue Carlsbad, CA 92008 FIRSARR-01 PRAJAN HUB International Insurance Services Inc. 6101 Bollinger Canyon RdSuite 150 San Ramon, CA 94583-5108 La'Troya Bates Cal.CPU@Hubinternational.com Landmark American Insurance Company X X X Docusign Envelope ID: 7712CA9A-9B7F-824E-8367-DF4CABF2E44D