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HomeMy WebLinkAboutINTERVIEW NOW INC.N-2022-150 INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES o5 CLERK OF301 2 2022 DATE: Interview Now Inc. 00 Master Subscription Agreement THIS MASTER SUBSCRIPTION AGREEMENT (THE "MSA") GOVERNS LICENSEE'S USE OF INTERVIEW NOW INC: S SOFTWARE AND SERVICES. BY ACCEPTING THIS AGREEMENT, BY EITHER (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) BY SIGNING THIS AGREEMENT, OR BY (4) USING SERVICES, OR BY (5) USING FREE TRIAL SERVICES, LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT. THE MSA CONSTITUTES THE "AGREEMENT." THIS AGREEMENT IS EXECUTED BETWEEN Interview Now Inc. ("INTERVIEW NOW) AND THE ENTITY PLACING AN ORDER FOR SOFTWARE AND SERVICES ("LICENSEE") (COLLECTIVELY, THE "PARTIES"). IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THE ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "LICENSEE' SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE AND SERVICES. 1. SCOPE OF AGREEMENT This MSA governs Interview Now's provision of Interview Now Services, as defined herein detailing the Interview Now Services purchased. 2. DEFINITIONS "Affiliate" means any entity which is directly or indirectly controlling, controlled by, or under common control with a party to this Agreement. For the avoidance of doubt, any software subscription Fees due under this Agreement are based on Licensee's business locations and services purchased. "Interview Now Account" means Licensee's password -restricted account by which it may access and use the Software. "Interview Now Services" means the Software provisioned to Licensee pursuant to the Agreement. "Internal Use" means use of the Interview Now Services for Licensee's and/or Licensee's Affiliates' general business use, solely for the benefit of Licensee and/or Licensee Affiliates. "Licensee Data" means any material that is entered into the Interview Now Account by Licensee, Licensee's employees or contractors, or any third parties acting on behalf of or at the direction of Licensee (including, for the avoidance of doubt, Licensee's job candidates). "Quote" software or deliverables as well as the quantity, unit price, and total price. All Quotes and Purchase Orders shall be governed by this MSA and no other terms or conditions shall apply. "Purchase Order" means Licensee's Purchase Order which shall be Issued by Licensee signifying Licensee's order of the Interview Now Services contained in an Interview Now Quote or itemized in the Purchase Order. The MSA shall govern the terns and conditions of the issued Purchase Order and no other terms or conditions shall apply. "Professional Services" means services provided by Interview Now other than the Software to enable or optimize Licensee's use of the Software, which may include without limitation data migration, implementation, ongoing support, custom development, and individualized training. "Personal Data" means information that identifies a person, such as a name or online identifier, that is uploaded into the Software by Licensee or by third parties acting on Licensee's behalf, including job candidates. "Software" means Interview Now's proprietary mobile recruiting and interviewing SaaS products, which shall be accessed by Licensee via the Internet and will include any updates made generally available at no additional charge to similarly situated Interview Now customers. 3. PROPRIETARY RIGHTS (a) License to Software, Subject to the terms and conditions of the Agreement, Interview Now grants to Licensee a non-exclusive, non -transferable, non-sublicensable, worldwide license to access and use the licensed Software, as provided by Interview Now, for Internal Use during the Term in the manner contemplated by the Parties and this MSA. (b) Restrictions on Use of Software. Licensee will comply with all applicable laws, rules and regulations in connection with Licensee's use of the Software. Licensee will not, and will not permit any third party to: (1) copy, modify, translate, or create derivative works of the Software; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software; (M) lend, lease, offer for sale, sell or otherwise use the Software for the benefit of third parties; (iv) circumvent or attempt to circumvent any technological protective measures put in place to prevent or restrict access to the Software, including without limitation other accounts, computer systems or networks connected to the Software; or (v) use or view the Software for the purposes of developing, directly or indirectly, a product or service competitive to the Software. (c) Interview Now Ownership of Interview Now Services. Except for the rights granted in Section 3(a) above, Interview Now retains all right, title and interest, including all Intellectual property rights, in and to the Interview Now Services. Licensee acknowledges that the Interview Now Services include Interview Now's valuable trade secrets and Improper use or disclosure may cause Interview Now irreparable harm. Accordingly, Licensee agrees to use the Interview Now Services solely as authorized in this Agreement. Licensee further acknowledges that the license granted pursuant to this Agreement is not a sale and does not transfer to Licensee title or ownership of the Software or a copy of the Software, but only a right of limited use. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO INTERVIEW NOW. (d) Licensee Data. Subject to the terms and conditions of this Agreement, Licensee grants to Interview Now a limited, non -transferable (except pursuant to Section 11(a) below), worldwide license to use the Licensee Data for the purpose of providing the Interview Now Services; specifically, to store, process, display, use and generally make the Licensee Data available through the Internet and the Interview Now Account In order to provide the Interview Now Services in accordance with this Agreement. Licensee acknowledges that Licensee Data will be stored and processed in the United States. Licensee represents and warrants that: (i) it either owns the Licensee Data or is otherwise permitted to grant the license set forth in this Section 3(d); (11) the posting and use of Licensee Data on or through the Software does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the posting of Licensee Data on the Software does not result in a breach of contract between Licensee and any third party. (e) Aggregated Anonymous Data. Licensee agrees that Interview Now may calculate aggregate, anonymized statistics about its customers' use of the Software that are non -personally identifiable with respect to Licensee and/or any individual and use those statistics (but not the underlying data) for purposes of Interview Now's own sales, marketing, business development, product enhancement, or customer service initiatives. Notwithstanding the foregoing, Interview Now shall ensure that the statistics will not constitute Personal Data and will not include any Personal Data. (f) Provision of Purchased Services. Interview Now will (i) make the Interview Now Services available to License pursuant to this Agreement, and the applicable Order Forms and Purchase Order, (ii) provide applicable Interview Now standard support for the Interview Now Services to Licensee at no additional charge, and/or upgraded support if purchased, (iii) use commercially reasonable efforts to make the online Interview Now Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Interview Now shall give advance electronic notice), and (b) any unavailability caused by circumstances beyond Interview Now's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Interview Now employees), Internet service provider failure or delay, Non -Interview Now Application, or denial of service attack, and (x) provide the Interview Now Services in accordance with laws and government regulations applicable to Interview Now's provision of its Interview Now Services to its Licensees generally (i.e., without regard for Licensee's particular use of the Services), and subject to Licensee's use of the Interview Now Services in accordance with this Agreement, the Documentation and the applicable Order Form. 4. USE OF THE INTERVIEW NOW SERVICES a) Interview Now's Responsibilities. Interview Now will provide the Interview Now Services only in accordance with applicable laws and government regulations. Interview Now will perform any Professional Services provisioned under the Agreement in a professional and workmanlike manner consistent with Industry standards. Interview Now will maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and Integrity of Licensee Data. (b) Licensee Responsibilities. Licensee will (i) be responsible for its and Its Affiliates and personnel's compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and notify Interview Now immediately of any such unauthorized access and/or use of which Licensee becomes aware, and (III) use the Software only in accordance with this Agreement and all applicable laws and government regulations. Licensee will not (t) make the Software available to any third party (except for any third parties acting on behalf of Licensee or at Licensee's request, such as recruiting agencies), (u) sell, resell, rent or lease the Software, (v) knowingly use the Software to store or transmit material that infringes the intellectual property rights or other proprietary rights of any third party or violates third -parry privacy rights, (x) knowingly use the Software to transmit malicious code, (y) attempt to gain unauthorized access on the Software or its related systems or networks, or (z) interfere with or disrupt the integrity or performance of the Software or any third -party data contained therein. 5. FEES AND PAYMENT (a) Fees. Licensee will pay Interview Now all fees set forth on any applicable Quotes (collectively, the "Fees") within thirty (30) days of Licensee's receipt of an Invoice, unless otherwise set forth in such Quote. Licensee's payment obligations are non -cancelable and non-refundable, except in the event of Licensee's termination under Sections 7(c), and 7(d), and all Fees are due in advance and are based on the Interview Now Services purchased and not actual usage. (b) Payment Terms. For all Fees, Licensee will pay each correct invoice no later than 30 days after receipt and will remit payment to the address stated on the invoice. Licensee is solely responsible for providing Interview Now accurate and complete billing and contact information and for notifying Interview Now of any changes to such information. (c) Overdue Charges. Interview Now reserves the right to charge Licensee interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, on any Fees not received within fifteen (15) days of the date such payment was due. Additionally, in the event any Fees are more than thirty (30) days overdue, Interview Now may suspend its performance of the Interview Now Services, and require full payment before Interview Now resumes performance. (d) Taxes. Licensee will be responsible for payment of all sales, use, property, value-added, withholding, or other federal, state or local taxes except for taxes based solely on Interview Now's net income. If interview Now is required to pay any such taxes based on the licenses granted in this Agreement or on Licensee's use of the Services, then such taxes will be billed to and paid by Licensee. For the avoidance of doubt, all Fees listed herein are exclusive of Sales Tax. 6. CONFIDENTIAL INFORMATION (a) Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a Party ("Disclosing Party ") to the other Party ("Receiving Party "), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the Information and the circumstances of disclosure. Without limitation, Licensee's Confidential Information will include Licensee Data; Interview Now's Confidential Information will Include the Services; and Confidential information of each Party will include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information will not include any Information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (11) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (ifi) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. (b) Protection of Confidential Information. The Receiving Party will use the same degree of care to protect the Disclosing Part's Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care). The Receiving Party agrees (1) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither Party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and its legal counsel and accountants without the other Parry's prior written consent. (c) Compelled Disclosure. The Receiving Party may disclose Confidential information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Parry's cost, If the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Parry's Confidential Information as part of a civil proceeding to which the Disclosing Party Is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. I 7. TERM AND TERMINATION (a) Term of Agreement. This Agreement takes effect on the date of the last signature of the signatories to the MSA, or if no signature of MSA on the start of service or on the start of the free trial or on signature of order form. This Agreement will remain in effect until all Purchase Orders have expired or been terminated in accordance with the terms of the Agreement (the "Term"). (b) Term of Subscriptions. The initial term of each subscription to Interview Now Services will be described in the applicable Quote (the "Initial Term"). Except as otherwise described in a Quote, subscriptions for each Interview Now Service Licensee will have option to renew this Agreement for additional one-year terms of twelve (12) months (each, a "Renewal Term") each upon receipt and acceptance of a renewal quote. (c) Termination for Default. If either Party commits a material breach or default in the performance of any of its obligations under the Agreement, then the other Party may terminate the Agreement, provided that the terminating Party gives the breaching or defaulting Party written notice of termination specifying the underlying breach or default within thirty (30) days of discovery of such breach or default, and such breach or default remains uncured thirty (30) days after the breaching or defaulting Party receives the notice. (d) Termination for Convenience. Licensee shall have the right to terminate this Agreement, without cause, by giving not less than thirty (30) days' written notice of termination. The effective date of the termination, in this case, will be the last day of the Agreement year for which Licensee has paid. (f) Effect of Termination. Upon expiration or termination of the Agreement for any reason, the rights, licenses and access to the Interview Now Services granted to Licensee under the Agreement will immediately terminate. If the Agreement expires, or if Interview Now terminates this Agreement pursuant to Section 7(c), any unpaid Fees will become immediately due and payable to Interview Now. If Licensee terminates the Agreement pursuant to Section 7(c), Interview Now will provide Licensee with a pro -rated refund of any prepaid, unused Fees covering the period from the date of termination through the end of the Term. In no event will expiration or termination of the Agreement relieve Licensee of any obligation to pay Fees applicable to the period prior to the date of termination. (g) Data. Upon expiration or termination of this Agreement for any reason and provided that Licensee has paid all unpaid and due fees to Interview Now Interview Now shall provide an export file of all Licensee Data stored In the Interview Now Account (in a reasonably usable digital format) to Licensee, if Licensee requests this within thirty (30) business days of such expiration or tenmination (h) Survival. All terms and provisions of the Agreement, including any exhibits, which by their nature are intended to survive any termination or expiration of this Agreement, will so survive. 8. REPRESENTATIONS AND REPRESENTATIVES Each party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its Jurisdiction of incorporation, organization or chartering; (b) it has the right, power and authority to enter the Agreement and to grant the rights and licenses granted hereunder and to perform all of its obligations hereunder; (c) this MSA will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (d) it will abide by all applicable federal, state and local laws and regulations with respect to online activities, use of end user data and the products and services offered by each Party in connection with the Agreement. 9. WARRANTY DISCLAIMER THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND INTERVIEW NOW MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING THEIR CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION. INTERVIEW NOW SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER IMPLIED OR STATUTORY WARRANTIES, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE. INTERVIEW NOW DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR -FREE OR THAT THE SERVICES WILL WORK WITHOUT INTERRUPTIONS. 10. LIMITATION OF LIABILITY Interview Now shall have Insurance Coverage at least as broad as: 1) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than$1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. ii) Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $1,000,000 per occurrence or claim. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 1011 85'or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Primary Coverage For any claims related to this contract, the Consultant's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 0104 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Consultant's insuran ce and shall not contribute with it. Notice of Cancellation Each Insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entity. Waiver of Subrogation Consultant hereby grants to Entity a waiver of any right to subrogation which any insurer of said Consultant may acquire against the Entity by virtue of the payment of any loss under such Insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the Entity. The Entity may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related Investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or Entity. Acceptability of Insurers Insurance is to be placed with Insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the Entity. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage Consultant shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entitybefore work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The Entity reserves the right to require complete, certified copies of all required Insurance policies, in eluding endorsements required by these specifications, at anytime. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that Entity is an additional Insured on insurance required from subcontractors. Special Risks or Circumstances Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 11. INDEMNIFICATION (a) Interview Now will indemnify, defend and hold Licensee harmless from any third -party claim, action, suit or proceeding made or brought against Licensee alleging that Licensee's use of the Software in accordance with the Agreement infringes such third party's intellectual property rights (an "Infringement Claim"). In the event of an Infringement Claim, Interview Now may, at its sole option and expense: (1) procure for Licensee the right to continue use of the Software or the infringing part thereof; or (11) modify or amend the Software or infringing part thereof, or replace the Software or infringing part thereof with other software having substantially the same or better capabilities; or, (ill) if neither of the foregoing is commercially practicable, terminate the Agreement and repay to Licensee a pro-rata portion, if any, of any prepaid but unused Fees. Interview Now will have no liability for an Infringement Claim if the actual or alleged infringement results from (w) Licensee's breach of the Agreement, (x) Licensee's modification, alteration or addition made to the Software or any use thereof, including any combination of the Software with other materials not provided or authorized by Interview Now, (y) Licensee's failure to use any corrections or modifications made available by Interview Now that would not result in any material loss of functionality, or (z) use of the Software in a manner or in connection with a product or data not contemplated by this Agreement. Interview Now also disclaims any liability for settlements entered into by Licensee or costs incurred by Licensee in relation to an Infringement Claim that are not pre - approved by Interview Now in writing. (b) Licensee will Indemnify, defend and hold Interview Now harmless from (i) any third -party claim, action, suit or proceeding arising out of or resulting from Interview Now's use of any Licensee Data, as it was provided to Interview Now, in accordance with this Agreement; and (ii) any fines or penalties that may arise as a result of Licensee's breach of the export restrictions set forth in Section 12(c). (c) Each Party's indemnity obligations are subject to the following: (i) the indemnified Party will promptly notify the indemnifying Party In writing of the applicable claim; and (iii) the indemnified Party will reasonably cooperate to the extent necessary for the defense of such claim. (d) This provision, Section 11, Indemnification, shall survive the termination of this Agreement. 12.MISCELLANEOUS (a) Assignment. Neither Party may assign the Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign the Agreement to a parent, affiliate, subsidiary, or successor to its business, if any, resulting from a merger, acquisition, or other change in control. Subject to the foregoing, the Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Any attempted assignment in violation of this Section 12(a) will be null and void. (b) U.S. Government Rights. To the extent applicable, Interview Now provides the Interview Now Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data — Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Interview Now to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. (c) Export Regulations. Licensee agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. Specifically, Licensee covenants that it will not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Interview Now under the Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. (d) Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement will remain In full force and effect. (e) Governing Law and Jurisdiction. The Agreement is governed by and construed under the laws of the State of California without reference to conflict of laws principles. All disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California and the Parties agree and submit to the exclusive jurisdiction and venue of these courts. (f) Modification and Waiver. No waiver or modification of the Agreement will be valid unless made In writing and signed by both parties. The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof. (g) Entire Agreement. This Agreement constitutes the sole and entire understanding of the Parties and supersedes any previous or contemporaneous communications, whether oral or written; and may be amended only by writing and signed by both Parties. Unless explicitly provided for, Licensee agrees that its obligations under the Agreement are not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by Interview Now regarding future functionality or features. (h) Counterparts. This Agreement may be executed in any number of counterparts and by each Party in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. (i) Entire Agreement. Unless otherwise prohibited by law or Licensee's policy, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term "electronic copy of a signed contract' refers to a writing as set forth in Evidence Code Section 1550. The term "electronically signed contract" means a contract that is executed by applying an electronic signature using technology approved by Licensee. CITY OF SANTA ANA, CA Authorized Signature Printed Name: Kristine Ridge Title: City Manager Date: e0al lOpy ATTEST: l l.J ` havot Daisy Gomez Clerk of the Council APPROVED AS TO FORINI: SONIA R. CARVALHO City Attomey By: ( I Wim" 1 V Tamara Bogosian Senior Assistant City Attorney INTERVIEW NOW INC. ie pG¢r�o�druria By: Authorized Signature Printed Name: Geraldine Zaroukian Title: Director Finance 04 / 29 / 2022 Date: RECONUVIENDED FOR APPROVAL: Chief of Police INTERVIEWNOW 12 Month product subscription bundle for Santa Ana Police Department Payment for Interview Now is on an annual basis or when the active subscription period ends. Products include Capture, Pre -Screening, Communication, and Events. • Capture includes a candidate dashboard and management tools, an automated FAQ center where candidates can have questions answered using A.I, and advertisement tracking. • Pre -Screening includes qualifying and disqualifying questions sent using A.I. that will help save your recruiter's time. In addition it includes live call handoff and scheduled textbacks. • Communication includes unlimited two-way communication and unlimited mass messaging. These features can be combined with our grouping/status features, to send mass messages to candidates in different stages of the hiring process. • Events includes SMS event management and communication to increase show rate for events. Communication Includes Phone Number: (1) 10 digit local phone number and keyword. User Accounts: One (1) administrator and ten (10) sub accounts Customer Success Manager & Video Tutorials: Yes Material: 50 magnets, 500 High Quality Flyers, 5000 Referral Cards (All containing keyword and phone number) OR code, Keyword and number, Capture, Pre-screening and Communication (Unlimited single or mass message text messages Bundle pricing for 12 months with pre-screening and all features listed above- $12,000. $500 set up fee waived CONFIDENTIAL INTERVIEW NOW© 2022 AngieDigitally signed by Angie Acevedo C H U B E-4 Date:2022.05,26 ACC UC d O 16:08:23-07'00' ACE AMERICAN INSURANCE COMPANY Enterprise Risk Management CERTIFICATE OF INSURANCE This Certificate of Insurance ("Certificate") is issued as a matter of information only. This Certificate does not amend, extend or alter the insurance afforded by the Policy bearing the Policy Number shown below ('Polio'). All bolded terms used in this Certificate have the same meaning as defined in the Policy, This is to certify that the person or organization listed in Item 1 below is an Insured for the Policy Period indicated in Item 2 below, 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 Policy is subject to all the terms, exclusions, and conditions of such Policy. The Limits of Insurance shown may be reduced by paid Incidents or Claims. POLICY FORM IS INDICATED BY CHECK MARK IN BOX IMMEDIATELY BELOW (only one box may be checked): ❑ Chubb Cyber Enterprise Risk Management Policy 13 Chubb DigiTech® Enterprise Risk Management Policy POLICY NUMBER: D96109015 CERTIFICATE HOLDER(S): City of Santa Ana - Risk Management Division 20 Civic Center Plaza Santa Ana CA 92702 ITEM r: Named Insured: INTERVIEW NOW INC. Principal Address: 1311 Webster St #e315 Alameda,CA 94501 ITEM 2: Policy Period: From: 05-07-2022 To: 05-07-2023 (12:o1 AM local time at the address shown in Item 1.) ITEM 3: Maximum Policy Limits of Insurance. A. Maximum Single Limit of Insurance $2,000,000 B. Maximum Policy Aggregate Limit of Insurance $2,000,000 The Insurer's maximum limit of insurance under all Insuring Agreements resulting from all Claims first made and Incidents first discovered during the Policy Period is shown under Item 3B, Maximum Policy Aggregate Limit of Insurance, above. ITEM 4: Limits of Insurance, Retentions and Insuring Agreement(s) Purchased. If any Limit of Insurance field for an Insuring Agreement is left blank or N/A or NOT COVERED is shown, there is no insurance being provided under such Insuring Agreement. Includes material reprinted with the permission of the ACORD CORPORATION Authon Certificate of Insurance ¢� a y■ `` �,A Ria4Managmm�tDruislrnt ; REVIEWED&RPPRW®8Y' ' '�( ll�il li �It�:[ �ce✓tafn RIAc Management SpecialiA 'h [NGM ■�= Third Party Liability Insuring Agreements Insuring Agreement Each Claim Aggregate Limit for Each Claim Retention Limit all Claims E. Cyber, Privacy And $2,000,OOC $2,000,00C $t,500 Network Security Liability i. Payment Card Loss $2,000,000 $2,000,00 $1>500 2. Regulatory $2,000,000 $2,000,00 $1,500 Proceeding F. Electronic, Social And $2,000,000 $2,000,000 $1,500 Printed Media Liability T. Technology Errors and $2,000,000 $2,000,000 $1,500 Omissions Liability Remarks (remarks do not amend, extend or alter the insurance afforded by the Policy) Should the Policy be cancelled before the expiration date referenced above, the Insurer will endeavor to mail 6o days written notice to the Certificate Holder named above, but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives. Includes material reprinted with the permission of the ACORD CORPORATION Authori Certificate of Insurance qq. xqp RiskMancgti tDWIan i REVIEWmd,APPRCMm BIr t i • ii iR^+�z tffaavt�ia Rhk Management Spec"ist Wit; GiRp CERTIFICATE OF LIABILITY INSURANCE DATE /YYYY s/5/202s/zozz THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON TFIE 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 NAME: Chubb CLISIDIneC $el'VICe Center CYBERPOLICY INSURANCE SOLUTIONS PRONE g66-972-2727 A/C No ExH: pVC, No): 5655 LNDERO CANYONRD420 ADDRESS: chubbcsc@chubb.com INSURER(S) AFFORDING COVERAGE NAIC ff WESTLAKE VILLAGE, CA 91362-4046 INSURER A: ACE Property And Casualty Insurance Company 20699 INSURED INSURER B: Chubb National insurance Company 10052 INTERVIEW NOW INC. INSURER C : t311 Wcbster Stke315 INSURER D: INSURER E : ALAMEDA CA 9450t-3870 INSURER F: I:OVEKAGES CERTIFICATE NUMBER: RFVIRION NUMBER: THIS IS TO CERTIFYTHATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TOTHE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSD MD POLICYNUMBER (MMfO01YVYV) (MMIDD/YYYY) LIMITS x COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FXIOCCUR EACH OCCURRENCE $ 1,000,000 PREMISES Ee occurrence) $ 1,000,000 MED EXP(Any one person) $ 5,000 PERSONAL &ADV INJURY $ *$1M A Y TECCAD961090033N 05/07/2022 05/07/2023 GEN'L X AGGREGATE LIMIT APPLIES PER: POLICY JECT LOG GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGO $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY (Ea accident) $ BODILY INJURY (Per person) $ ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTos HIRED NON -OWNED AUTOS ONLY K AUTOS ONLY Y TECCAD961090033N 05/07/2022 05/07/2023 BODILY INJURY (Per accident) $ ie Par acclden0 $ Occurrence/Aggregate $ **$IM/$2M x UMBRELLA LIAR y ^ OCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS LIAR CIAIMS-MADE Y UMBCAD961090273N 05/07/2022 05/07/2023 AGGREGATE $ 2,000,000 DED RETENTION$ 0 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN OFFICEWMEMBER EXCLUDED?ANY PROPRIETORIPARTHEWEXECUTIVE� (Mandatory In NH) nder I(yes, under DESCRIPTION OF OPERATIONS below NIA 7179-6610 05/07/2022 05/07/2023 V C STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached it more space is required) *Personal and Advertising Injury is included within the General Liability limits ($11Vl/$2M). **Hired and non -owned auto is included within the General Liability limits ($1M/$2M). The insurance afforded by the policies described herein is subject to all terms, exclusions and conditions of such policies. City of Santa Arta and any person or organization as required per written contract or agreement listed as Additional Insured, as per the terms and conditions of the ADDITIONAL INSURED — VENDORS Endorsement (BP0447, or its equivalent) included in the policy. Primary and Non -Contributory: see Other Insurance, including Primary, as per the terms and conditions of the Chubb Busincoowners Liability Extension Endorsement (BOP-47675, or its equivalent) included in the policy. 30 Days Cancellation for any reason, 10 days for non-payment, as per the terms and Conditions of the Chubb Businessowners Policy. City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, 6".rio.. 501WWay © 1988-2015 ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Y sL 'LI :IWp iq RtA MmugtmentDMslon ' REVIEWEID& APPROVED BY ' &.J'l�+i ActlAca 1,-' Risk Managernent Specialist ., POLICY NUMBER: D96109003 BUSINESSOWNERS BP 04 47 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDORS This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) (Vendor): City of Santa Ana Your Products: Software Developer Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Liability is amended as follows: A. The following is added to Paragraph C. Who Is An Insured: 3. Any person(s) or organization(s) (referred to throughout this endorsement as vendor) shown in the Schedule is also an additional insured, but only with respect to "bodily injury" or "property damage" arising out of "your products" shown in the Schedule which are distributed or sold in the regular course of the vendor's business. However: a. The insurance afforded to such vendor only applies to the extent permitted by law; and b. If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. B.With respect to the insurance afforded to these vendors, the following additional exclusions apply: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or BP 04 47 07 13 © Insurance Services Office, Inc., 2012 s" c PJakMatmgementDivrs(an `', (( 8R MEWED&APPROVED 6r Ap &4ao Risk Management Specialist ;!j "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraph d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container entering into, accompanying or containing such products. C. With respect to the insurance afforded to these vendors, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided to the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. Page 2 of 2 © Insurance Services Office, Inc., 2012 S�'A +* ` nKF+ tUekManag�n�enED(riston RMEv/EDA&A?PRoq MBr IIXlI li f'•Fu piENk�d? �=�' Rislc Management SpecWlisf is BUSINESSOWNERS BP 05 17 0106 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - SILICA OR SILICA -RELATED DUST This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM A. The following exclusion is added to Paragraph B. Exclusions in Section II — Liability: B. Exclusions This insurance does not apply to: SILICA OR SILICA -RELATED DUST 1. 'Bodily injury" arising, in whole or in part, out of the actual, alleged, threatened or sus- pected inhalation of, or ingestion of, "silica" or "silica -related dust'. 2. 'Property damage" arising, in whole or in part, out of the actual, alleged, threatened or suspected contact with, exposure to, ex- istence of, or presence of, "silica" or "silica - related dust'. 3. 'Personal and advertising injury" arising, in whole or in part, out of the actual, alleged, threatened or suspected inhalation of, in- gestion of, contact with, exposure to, exis- tence of, or presence of, "silica" or "silica - related dust'. 4. Any loss, cost or expense arising, in whole or in part, out of the abating, testing for, monitoring, cleaning up, removing, contain- ing, treating, detoxifying, neutralizing, reme- diating or disposing of, or in any way re- sponding to or assessing the effects of, "silica" or "silica -related dust', by any in- sured or by any other person or entity. B. The following definitions are added to Paragraph F. Liability And Medical Expenses Definitions in Section II — Liability: 1. "Silica" means silicon dioxide, (occurring in crystalline, amorphous and impure forms), sil- ica particles, silica dust or silica compounds. 2. "Silica -related dust' means a mixture or combi- nation of silica and other dust or particles. BP 0517 01 06 © ISO Properties, Inc., 2005 q,2i t, MIMP REVIEWED^^& APPROqVED&}/^ Risk Management Specialist r POLICY NUMBER: D96109003 BUSINESSOWNERS BP 12 0108 10 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. BUSINESSOWNERS POLICY CHANGES THIS ENDORSEMENT FORMS A PART OF THE POLICY NUMBERED BELOW. POLICY NUMBER POLICY CHANGES EFFECTIVE COMPANY D96109003 05-07-2022 ACE Property And Casualty Insurance Company NAMED INSURED AUTHORIZED REPRESENTATIVE INTERVIEW NOW INC. Internal Users CHANGES Adding Additional Insured - Vendor and 30 Days in favor of the City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92702 POLICY AMOUNT AND PREMIUM ADJUSTMENT Limits Of Insurance Premiums Coverage Description Previous Limit Of Insurance New Limit Of Insurance Previous Premium New Premium Add'I Premium Return Premium OPTIONAL COVERAGES The following optional coverages are added under this policy when designated by an "X" in the box(es) shown below. Add'I Premium Return Premium Limits Of Insurance Outdoor Signs Location#1 $ $ Burglary and Robbery (Named Peril Endorsement only) Or Money and Securities $ Inside the Premises $ Outside the Premises $ Inside the Premises $ Outside the Premises $ $ Em to ee Dishonest $ each occurrence $ Equipment Breakdown Location #1, 0 $ $ BP 12 0108 10 © Insurance Services Office, Inc., 2009 ;+y y i,y ;� IlN�le Risk Ma grn fDl61M REVIE.PED&APPROVED ft. Risk A4ana4ementSpecidis[ �'- TOTAL PREMIUM ADJUSTMENTS PREMIUM DUE AT POLICY CHANGE EFFECTIVE DATE ADDITIONAL RETURN $ 26 $ REMOVAL If Covered Property is removed to a new location that is described on this Policy Change, you may PERMIT extend this insurance to include that Covered Property at each location during the removal. Coverage at each location will apply in the proportion that the value at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effective date of this Policy Change; after that, this insurance does not apply at the previous location. Authorized Representative Signature Page 2 of 2 © Insurance Services Office, Inc., 2009 s� a RlaieManag�xnentDiWaton p 1 RWEWED & APPROOvmBY �i llf��i- #��ttaG¢vt4fa Ruk Management Specialist 5 NOTICE OF CANCELLATION TO SCHEDULED PERSONS OR ORGANIZATIONS (EXCEPT NON-PAYMENT OF PREMIUM) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Person(s) Or Organization(s): City of Santa Ana Address: Rislc Management Division,20 Civic Center Plaza, Santa Ana,, CA 92702 Number Of Days Notice Of Cancellation: So Information required to complete this Schedule if not shown above, will be shown in the Declarations. The following condition is added to Section III — Common Policy Conditions: NOTICE OF CANCELLATION TO SCHEDULED PERSONS OR ORGANIZATIONS (EXCEPT NON- PAYMENT OF PREMIUM) When we cancel this policy for any reason, other than non-payment of premium, we will notify the person(s) or organization(s) shown in the Schedule at least the number of days shown in the Schedule in advance of the effective date of cancellation. Any failure by us to notify such person(s) or organization(s) will not: i. Impose any liability or obligation of any kind upon us; or z. Invalidate such cancellation. All other terms and conditions of this policy remain unchanged. BOP-48780 (01/17) Includes copyrighted material of Insurance Services Office Inc with its permission, 2017 RrakManegnmattDh+slon ' ,YY Y REviEwm & APPRt M By Risk Management Specl Mist '" CHL1E3B® POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE You are hereby notified that under the Terrorism Risk Insurance Act, as amended, you have a right to purchase insurance coverage for losses resulting from acts of terrorism. As defined in Section 102(1) of the Act: The term "act of terrorism" means any act or acts that are certified by the Secretary of the Treasury ---in consultation with the Secretary of Homeland Security, and the Attorney General of the United States ---to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. YOU SHOULD KNOW THAT WHERE COVERAGE IS PROVIDED BY THIS POLICY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM, SUCH LOSSES MAY BE PARTIALLY REIMBURSED BY THE UNITED STATES GOVERNMENT UNDER A FORMULA ESTABLISHED BY FEDERAL LAW. HOWEVER, YOUR POLICY MAY CONTAIN OTHER EXCLUSIONS WHICH MIGHT AFFECT YOUR COVERAGE, SUCH AS AN EXCLUSION FOR NUCLEAR EVE, NTS. UNDER THE FORMULA, THE UNITED STATES GOVERNMENT GENERALLY REIMBURSES So% , OF COVERED TERRORISM LOSSES EXCEEDING THE STATUTORILY ESTABLISHED DEDUCTIBLE PAID BY THE INSURANCE COMPANY PROVIDING THE COVERAGE. THE PREMIUM CHARGED FOR THIS COVERAGE IS PROVIDED BELOW AND DOES NOT INCLUDE ANY CHARGES FOR THE PORTION OF LOSS THAT MAY BE COVERED BY THE FEDERAL GOVERNMENT UNDER YY - i Mi" YOU SHOULD ALSO KNOW THAT THE TERRORISM RISK INSURANCE ACT, AS AMENDED, CONTAINS A $too BILLION CAP THAT LIMITS U.S. GOVERNMENT REIMBURSEMENT AS WELL AS INSURERS' LIABILITY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM WHEN THE AMOUNT OF SUCH LOSSES IN ANY ONE CALENDAR YEAR EXCEEDS $Too BILLION. IF THE AGGREGATE INSURED LOSSES FOR ALL INSURERS EXCEED $100 BILLION, YOUR COVERAGE MAY BE REDUCED. Aceentance or Reiection of Terrorism Tngnrnnee Vnvprn Pe I hereby elect to purchase terrorism coverage fora prospective premium of $ 8 I hereby decline to purchase terrorism coverage for certified acts of terrorism. I understand that I will have no coverage for losses resulting from certified acts of terrorism. Policyholder/Applicant's Signature INTERVIEW NOW INC. Print Name 2022-05-04 Date ACE Property & Casualty Insurance Company Insurance Company TECCAD961090033N Policy Number qy P i R[okManaptrtertkDtWslan RFMEWED & APPROVED Br Risk Management Specialist �. POLICY NUMBER;D96109003 BUSINESSOWNERS BP 05 15 12 20 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE SCHEDULE -PARTI Terrorism Premium (Certified Acts) $ 8 Additional information, if any, concerning the terrorism premium: SCHEDULE - PART II Federal share of terrorism losses 80 % Refer to Paragraph B. in this endorsement.) Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement or in the policy Declarations. B. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals a percentage (as shown in Part II of the Schedule of this endorsement or in the policy Declarations) of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. BP 05 15 12 20 © Insurance Services Office, Inc., 2020 e v `� RinkManag� nkDhtvlan ' REVIEWED&APPROVED BY: --0' Risk Management Specialist C. Cap On Insurer Participation in Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. Page 2 of 2 © Insurance Services Office, Inc., 2020 P x�kn�aRa�,„atnr,vkn< g' o RM4EWEO&APPROVED BY I a Risk Managesnen[Spe[f.Vist S N. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS In Section III — Common Policy Conditions, Paragraph C. Concealment, Misrepresentation or Fraud is amended to include the following additional paragraph: Unintentional failure of an "employee' of the insured to disclose a hazard or other material information will not violate this condition, unless an "executive officer" (whether or not an "employee') of any insured knows about such hazard or other material information. O. OTHER INSURANCE, INCLUDING PRIMARY PROVISION In Section III — Common Policy Conditions, Paragraph Ff. Other Insurance, subparagraphs 2. and 3. are replaced by the following: H. Otherinsurance If other valid and collectible insurance is available to the insured for a loss we cover under this insurance, our obligations are limited as follows: 1. Primary Insurance This insurance is primary except when Paragraph 2 below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph 3 below. 2. Excess Insurance a. This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a)That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for .your work"; (b)That is insurance that applies to "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (c) If the loss arises out of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section II.B. Exclusions, 1. Applicable to Business Liability Coverage; or (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional insured. b. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit." If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. c. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; BOP-47675 (03116) Includes copyrighted material of Insurance Services Office, Inc., with its perm (*( Rlek Mmugnr¢nt Dlvi I. REV = IEWED��1&APPRo/�vD�Byj {t IIALlI�I :^, � A4fellaavpa Risk Management Specizlist Angie Digitally signed by g Angie Acevedo C H U B E30 Acevedo Date:2022.05.26 16:08:23-07'00' ACE AMERICAN INSURANCE COMPANY Enterprise Risk Management CERTIFICATE OF INSURANCE This Certificate of Insurance ("Certificate") is issued as a matter of information only. This Certificate does not amend, extend or alter the insurance afforded by the Policy bearing the Policy Number shown below ("Policy"). All bolded terms used in this Certificate have the same meaning as defined in the Policy. This is to certify that the person or organization listed in Item 1 below is an Insured for the Policy Period indicated in Item 2 below, 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 Policy is subject to all the terms, exclusions, and conditions of such Policy. The Limits of Insurance shown may be reduced by paid Incidents or Claims. POLICY FORM IS INDICATED BY CHECK MARK IN BOX IMMEDIATELY BELOW (only one box may be checked): ❑ Chubb Cyber Enterprise Risk Management Policy 13 Chubb DigiTech® Enterprise Risk Management Policy POLICY NUMBER: D96109015 CERTIFICATE HOLDER(S): City of Santa Ana - Risk Management Division 20 Civic Center Plaza Santa Ana CA 92702 ITEM 1: Named Insured: INTERVIEW NOW INC. Principal Address: 1311 Webster St #e315 Alameda,CA 94501 ITEM 2: Policy Period: From: 05-07-2022 To: 05-07-2023 (12:o1 AM local time at the address shown in Item 1.) ITEM 3: Maximum Policy Limits of Insurance. A. Maximum Single Limit of Insurance $2,000,000 B. Maximum Policy Aggregate Limit of Insurance $2,000,000 The Insurer's maximum limit of insurance under all Insuring Agreements resulting from all Claims first made and Incidents first discovered during the Policy Period is shown under Item 3B, Maximum Policy Aggregate Limit of Insurance, above. ITEM 4: Limits of Insurance, Retentions and Insuring Agreement(s) Purchased. If any Limit of Insurance field for an Insuring Agreement is left blank or N/A or NOT COVERED is shown, there is no insurance being provided under such Insuring Agreement. Includes material reprinted with the permission of the ACORD CORPORATION Authod Certificate of Insurance � st R1skManaganentDmlelnn r REVIEWED&MPR(NtD sr A4,p Aua, `'� Risk Management Specialist w EWty Third Party Liability Insuring Agreements Insuring Agreement Each Claim Aggregate Limit for Each Claim Retention Limit all Claims E. Cyber, Privacy And $2,000,00C $2,000,00 $1,500 Network Security Liability 1. Payment Card Loss $2,000,OOC $2,000,00C $1,500 2. Regulatory $2,000,000 $2,000,00 $1,500 Proceeding F. Electronic, Social And $2,000,000 $2,000,000 $1,500 Printed Media Liability T. Technology Errors and $2,000,000 $2,000,000 $1,500 Omissions Liability Remarks (remarks do not amend, extend or alter the insurance afforded by the Policy) Should the Policy be cancelled before the expiration date referenced above, the Insurer will endeavor to mail 6o days written notice to the Certificate Holder named above, but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives. Includes material reprinted with the permission of the ACORD CORPORATION Authori Certificate of Insurance s "Maeu munt h&bn s Rwe&w�y APPRo}�svm..8jjr� Risk Management SRetlalist I izr�� CERTIFICATE OF LIABILITY INSURANCE DATE5/5/2022 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(les) 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 Ileu of such endorsement(s). PRODUCER CONTACT NAME: Chubb Customer Service Center CYBERPOLICY INSURANCE SOLUTIONS PHONE 866-972-2727 WC No Est: A/C, No): IREss: chubbcsc@chubb.com 5655 LINDERO CANYONRD420 INSURER(S) AFFORDING COVERAGE NAIC0 INSURER A: ACE Property And Casualty Insurance Company 20699 WESTLAKE VILLAGE, CA 91362-4046 INSURED INSURER B: Chubb National insurance Company 10052 INTERVIEW NOW INC. INSURER C 1311 Wobster St#e315 INSURER D: INSURER E: ALAMEDA CA 94501-3870 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSD WVO POLICY NUMBER (MM/DDIVYYY) IMM/DDNYYY LIMITS K COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE 1OCCUR PREMISES E. occurrence) $ 1,000,000 MED EXP (Any one person) $ 5,000 PERSONAL &ADV INJURY $ *$IM A Y TECCAD961090033N 05/07/2022 05/07/2023 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 K POLICY F7jECT FILOC PRODUCTS - COMPlOP AGO $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY E. accident $ ANYAUTO BODILY INJURY (Per person) $ A OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY Y TECCAD961090033N 05/07/2022 05/07/2023 BODILY INJURY (Per accident ) $ K Per accident $ Occurrence/Aggregate $ **$IM/$2M UMBRELLA LIAB y ^ OCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS LIAB CLAIMS -MADE Y LTMBCAD961090273N 05/07/2022 05/07/2023 AGGREGATE $ 2,000,000 DED RETENTION$ 0 $ B WORKERS . COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY FFICERNEMBER EXCLUDED?ECUTIVE� NIA 7179-6610 05/07/2022 05/07/2023 xTTSTATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE$ 1,000,000 (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES ACORD lot, Additional Remarks Schedule, maybe attached if more space is required) *Personal and Advertising Injury is included within the General Liability limits ($ IM/$2M). **Hired and non -owned auto is included within the General Liability limits ($1M/$2M). The insurance afforded by the policies described herein is subject to all terms, exclusions and conditions of such policies. City of Santa Ana and any person or organization as required per written contract or agreement listed as Additional Insured, as per the terms and conditions ofthe ADDITIONAL INSURED — VENDORS Endorsement (BP0447, or its equivalent) included in the policy. Primary and Non -Contributory: see Other Insurance, including Primary, as per the terms and conditions of the Chubb Businessowners Liability Extension Endorsement (BOP-47675, or its equivalent) included in the policy. 30 Days Cancellation for any mason, 10 days for non-payment, as per the terms and Conditions of the Chubb Businessowners Policy, City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE cka'ei ew'hams © 1988-2015 ACORI ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD s'"� iyREVIEWED&APPROVIDBY WekMxev'gurnzmtDMelan ; '. I Risk Manayement specialist POLICY NUMBER: D96109003 BUSINESSOWNERS BP 04 47 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDORS This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) (Vendor): Your Products: Section II — Liability is amended as follows A. The following is added to Paragraph C. Who Is An Insured: 3. Any person(s) or organization(s) (referred to throughout this endorsement as vendor) shown in the Schedule is also an additional insured, but only with respect to "bodily injury" or "property damage" arising out of "your products" shown in the Schedule which are distributed or sold in the regular course of the vendor's business. However: a. The insurance afforded to such vendor only applies to the extent permitted by law; and b. If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. B.With respect to the insurance afforded to these vendors, the following additional exclusions apply: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or BP 04 47 07 13 © Insurance Services Office, Inc., 2012 y.....RldeManaga AeNtDIVISIM REMEWEDqq&APPMpOVF.D'"B//Y'" Y �' s Rlsk Management SRepalitt . h. 'Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraph d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container entering into, accompanying or containing such products. C. With respect to the insurance afforded to these vendors, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided to the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. Page 2 of 2 © Insurance Services Office, Inc., 2012 4 (11 .raj RiskMVWgW4entD1Vielon REVIEWEDq&APPWqV®�8/Y BI �L lr % Fl`P'rGd4�PG ='. ®I Risk Manayemen[Specialis[ BUSINESSOWNERS BP 05 17 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - SILICA OR SILICA -RELATED DUST This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM A. The following exclusion is added to Paragraph B. Exclusions in Section II — Liability: B. Exclusions This insurance does not apply to: SILICA OR SILICA -RELATED DUST 1. 'Bodily injury" arising, in whole or in part, out of the actual, alleged, threatened or sus- pected inhalation of, or ingestion of, "silica" or "silica -related dust'. 2. 'Property damage" arising, in whole or in part, out of the actual, alleged, threatened or suspected contact with, exposure to, ex- istence of, or presence of, "silica" or "silica - related dust'. 3. 'Personal and advertising injury" arising, in whole or in part, out of the actual, alleged, threatened or suspected inhalation of, in- gestion of, contact with, exposure to, exis- tence of, or presence of, "silica" or "silica - related dust'. 4. Any loss, cost or expense arising, in whole or in part, out of the abating, testing for, monitoring, cleaning up, removing, contain- ing, treating, detoxifying, neutralizing, reme- diating or disposing of, or in any way re- sponding to or assessing the effects of, "silica" or "silica -related dust', by any in- sured or by any other person or entity. B. The following definitions are added to Paragraph F. Liability And Medical Expenses Definitions in Section 11— Liability: 1. "Silica" means silicon dioxide, (occurring in crystalline, amorphous and impure forms), sil- ica particles, silica dust or silica compounds. 2. "Silica -related dust' means a mixture or combi- nation of silica and other dust or particles. BP 0617 01 06 © ISO Properties, Inc., 2005 lttek t VWDn. I ter ��° REnWDM /&/� APPROqVm��BtY� ; gull! FIkIfdA/uaG ✓ 1 [risk Managementspeddist ;' POLICY NUMBER: D96109003 BUSINESSOWNERS BP 12 0108 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS POLICY CHANGES THIS ENDORSEMENT FORMS A PART OF THE POLICY NUMBERED BELOW. POLICY NUMBER POLICY CHANGES EFFECTIVE COMPANY D96109003 05-07-2022 ACE Property And Casualty Insurance Company NAMED INSURED AUTHORIZED REPRESENTATIVE INTERVIEW NOW INC. Internal Users CHANGES Adding Additional Insured - Vendor and 30 Days in favor of the City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92702 POLICY AMOUNT AND PREMIUM ADJUSTMENT Limits Of Insurance Premiums Coverage Description Previous Limit Of Insurance New Limit Of Insurance Previous Premium New Premium Add'I Premium Return Premium OPTIONAL COVERAGES The following optional coverages are added under this policy when designated by an "X" in the box(es) shown below. Add'I Premium Return Premium Limits Of Insurance Outdoor Signs Location#1 $ $ Burglary and Robbery (Named Peril Endorsement only) Or Money and Securities $ Inside the Premises $ Outside the Premises $ Inside the Premises $ Outside the Premises $ $ Employee Dishonesty $ each occurrence $ Equipment Breakdown Location #1, 0 $ $ BP 12 0108 10 0 Insurance Services Office, Inc., 2009 RlekMwiagenentDtWeWn REVIEY/ED & MPRW}�m BY k �RBk Management SpedJvt TOTAL PREMIUM ADJUSTMENTS PREMIUM DUE AT POLICY CHANGE EFFECTIVE DATE ADDITIONAL RETURN $ 26 $ REMOVAL If Covered Property is removed to a new location that is described on this Policy Change, you may PERMIT extend this insurance to include that Covered Property at each location during the removal. Coverage at each location will apply in the proportion that the value at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effective date of this Policy Change; after that, this insurance does not apply at the previous location. Authorized Representative Signature Page 2 of 2 © Insurance Services Office, Inc., 2009 g.{� R1ekManagemenNxMM 818�1i' c REVIEWED&APPROVED BY F qq q Rlsii Ma[iagameFlS Sp@iidl6t NOTICE OF CANCELLATION TO SCHEDULED PERSONS OR ORGANIZATIONS (EXCEPT NON-PAYMENT OF PREMIUM) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Person(s) Or Organization(s): City of Santa Ana Address: Risk Management Division,20 Civic Center Plaza, Santa Ana, , CA 92702 Number Of Days Notice Of Cancellation: 30 The following condition is added to Section III — Common Policy Conditions: NOTICE OF CANCELLATION TO SCHEDULED PERSONS OR ORGANIZATIONS (EXCEPT NON- PAYMENT OF PREMIUM) When we cancel this policy for any reason, other than non-payment of premium, we will notify the person(s) or organization(s) shown in the Schedule at least the number of days shown in the Schedule in advance of the effective date of cancellation. Any failure by us to notify such person(s) or organization(s) will not: 1. Impose any liability or obligation of any kind upon us; or 2. Invalidate such cancellation. All other terms and conditions of this policy remain unchanged. BOP-4878o (01/17) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2017 g�,y 2 `L > iUa&hfanngrma�tDiviefan REVIEWED&APPROVED BY �"�' Risk Management Spen,Yut .e CHUaBe POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE You are hereby notified that under the Terrorism Risk Insurance Act, as amended, you have a right to purchase insurance coverage for losses resulting from acts of terrorism. As defined in Section 102(1) of the Act: The term "act of terrorism" means any act or acts that are certified by the Secretary of the Treasury ---in consultation with the Secretary of Homeland Security, and the Attorney General of the United States ---to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. YOU SHOULD KNOW THAT WHERE COVERAGE IS PROVIDED BY THIS POLICY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM, SUCH LOSSES MAY BE PARTIALLY Y REIMBURSED BY THE UNITED STATES GOVERNMENT UNDER A FORMULA ESTABLISHED BY FEDERAL LAW. HOWEVER, YOUR POLICY MAY CONTAIN OTHER EXCLUSIONS WHICH MIGHT AFFECT YOUR COVERAGE, SUCH AS AN EXCLUSION FOR NUCLEAR EVENTS. UNDER THE FORMULA, THE UNITED STATES GOVERNMENT GENERALLY REIMBURSES So% , OF COVERED TERRORISM LOSSES EXCEEDING THE STATUTORILY ESTABLISHED DEDUCTIBLE PAID BY THE INSURANCE COMPANY PROVIDING THE COVERAGE. THE PREMIUM CHARGED FOR THIS COVERAGE IS PROVIDED BELOW AND DOES NOT INCLUDE ANY CHARGES FOR THE PORTION OF LOSS THAT MAY BE COVERED BY THE FEDERAL GOVERNMENT UNDER THE ACT. YOU SHOULD ALSO KNOW THAT THE TERRORISM RISK INSURANCE ACT, AS AMENDED, CONTAINS A $too BILLION CAP THAT LIMITS U.S. GOVERNMENT REIMBURSEMENT AS WELL AS INSURERS' LIABILITY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM WHEN THE AMOUNT OF SUCH LOSSES IN ANY ONE CALENDAR YEAR EXCEEDS $100 BILLION. IF THE AGGREGATE INSURED LOSSES FOR ALL INSURERS EXCEED $100 BILLION, YOUR COVERAGE MAY BE REDUCED. Aecrntnner ar ReieMinn of TrrrnAvm tncnranee rnvPmaP I hereby elect to purchase terrorism coverage fora prospective premium of $ 8 I hereby decline to purchase terrorism coverage for certified acts of terrorism. I understand that I will have no coverage for losses resulting from certified acts of terrorism. ACE Property & Casualty Insurance Companv Policyholder/Applicant's Signature Insurance Company INTERVIEW NOW INC. Print Name 2022-05-04 Date TR-196O4c (O8/xo) TECCAD961090033N Policy Number at REwEi)ncgem¢ovED y; a BI REvlevrep 4fe Apaw, I � FIG+'4/ `101M Rlsk Management Spcoalnt > POLICY NUMBER:D96109003 BUSINESSOWNERS BP 05 15 12 20 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE SCHEDULE -PARTI Terrorism Premium (Certified Acts) $ 8 Additional information, if any, concerning the terrorism premium: SCHEDULE - PART II Federal share of terrorism losses 80 % Refer to Paragraph B. in this endorsement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement or in the policy Declarations. B. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals a percentage (as shown in Part II of the Schedule of this endorsement or in the policy Declarations) of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. BP 05 15 12 20 © Insurance Services Office, Inc., 2020 £ ,9991 wnkManagmuntDWiM { REmEWED&APPRovmBY 114 f t {iE RA Management Specialist C. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. Page 2 of 2 © Insurance Services Office, Inc., 2020 a � WekManrgemrnEDlWaton REmEwEDh&APPRryOVEDBllY IUsk Management Spctlalis[ N. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS In Section III —Common Policy Conditions, Paragraph C. Concealment, Misrepresentation or Fraud is amended to include the following additional paragraph: Unintentional failure of an "employee" of the insured to disclose a hazard or other material information will not violate this condition, unless an "executive officer" (whether or not an "employee") of any insured knows about such hazard or other material information. O. OTHER INSURANCE, INCLUDING PRIMARY PROVISION In Section III —Common Policy Conditions, Paragraph H. Other Insurance, subparagraphs 2. and 3, are replaced by the following: H. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this insurance, our obligations are limited as follows: 1. Primary Insurance This insurance is primary except when Paragraph 2 below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph 3 below. 2. Excess Insurance a. This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a)That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b)That is insurance that applies to "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (c) If the loss arises out of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section II.B. Exclusions, 1. Applicable to Business Liability Coverage; or (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional insured. b. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit." If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. c. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its perrr . t{ Risk M"g dvmd R REVIEWED&APPROVE) BY k it !.3 4p&WEt�4 Risk Mnuayement Speualisr