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HomeMy WebLinkAboutNAYAXFNAYAX Attending to the Unattended INSURANCE NOT ON FILE WORK MAY NOT PROCEED CITY CLERK DATE: APR 19 2024 Q,�o Crn> Welcome to Nayax Dear Valued Nayax Customer, We want to thank you for choosing and implementing the Nayax Cashless and Remote Monitoring Solution! This solution will allow you to accept the majority of major credit cards and debit cards, mobile payments and payments using Nayax's own mobile app MONYX via your card reader. You will also have availability to a powerful and innovative back -office cloud based system to analyze, monitor and manage all levels of your operations. Our goal is to provide you with a smooth and seamless implementation. Attached are the following documents that will need to be completed and returned back to us. 1. Nayax Service Agreement (Needs to be executed for new customers.) 2. Nayax Clearing Agreement (Needs to be executed if you are using Nayax as the merchant provider for your cashless transactions. Disregard if you will be using your own processor.) 3. Schedule 1 (Nayax will pre -fill FEES and TERMS section. Other info needs to be completed and updated when there is a change.) 4. Schedule 2 (Needs to be executed if you are using Nayax as the merchant provider for your cashless transactions. Disregard if you will be using your own processor.) 5. Include a copy of a voided check and a copy of a government issued photo identification which needs to be included if we are merchant of record. For new customers, once your equipment is shipped you will receive an email that provides your log in credentials to the Nayax cloud base system. Please return these documents to your TBS representative via email at orders@tbsit360.com; phone 630-537-1370,fax 630-537-1369 We look forward to beginning our joint partnership together, which will help to grow your business. Best Regards, The Nayax Team Nayax I Executive Plaza 1, 11350 McCormick Rd, Ste 1004, Hunt Valley MD, 21031 1 410-666-3R00 1 us@navax.com WNAYAX Atwndmg to the unattended NAYAX Service Agreement The "Customer' — City of Santa Ana 1. Parties and Purpose. Nayax U-C ("NAYAX") hereby agrees to sell to the Customer the NAYAX Unit (as defined below) and to provide to the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Customer"), network services ("NAYAX Service") utilizing NAYAX unique telemetry and cellular activated communications network solely in connection with the Customers automated machine equipment that is equipped with a NAYAX unit or NAYAX API (such unit, a "NAYAX Unit") enabled to connect to NAYAX's Central Server. This Service Agreement covers the sale of the NAYAX Unit (if applicable) and the provision of the NAYAX Service. This Service Agreement shall not govern credit card clearing services which are optional and may be provided subject to Customer execution of a separate clearing agreement, a copy of which is attached as Exhibit A hereto, and for an additional fee. If the Customer has purchased the NAYAX Unit from either a reseller or other agent of NAYAX or from NAYAX directly, the terms and conditions of this Agreement will apply and govern regarding this NAYAX Unit. 2. The NAYAX Services. NAYAX hereby grants the Customer, during the term of this Agreement, a non-exclusive, personal, non -transferable and non -sub licensable right and license to access and use the NAYAX Service solely in connection with and together with the NAYAX Unit. The NAYAX Service (through the NAYAX system and the NAYAXvend web management tools) provides both (a) information and management abilities, including: machine status, malfunctions and inventory management, on line transactions, alerts, pricing updates, web marketing tool and (b) detailed reports regarding sales by machine operation, by machine, information regarding total sales and break down for periods, detailed transaction report and cumulative transactions reports, including DEX counters reports (all the reports are based on machine level of software and protocol) and cash accountability. 3. Fees and Payments. In consideration for the NAYAX Unit and the NAYAX Service, the Customer shall pay Nayax the fees set forth in Schedule 1 according to the payment terms set forth therein. NAYAX may offset any such amount from the net amounts due to the Customer for any reason including but not limited to any amounts due to the Customer if NAYAX also handles clearing services for the Customer. 4. Due Payment— If the Customer fails to pay NAYAX any payment by such date on which it is due, it shall pay interest on any overdue amount from the due date until payment is made in full at a rate of 6% per year compounded monthly, or if less, the greatest amount allowed by law. Unless otherwise agreed by the parties in writing, all payments under this Agreement shall be made in US Dollars. NAYAX reserves the right to offset any such amounts due to it from the Customer from any amounts due by it to the Customer, if any. 5. Availability of Service. Customer acknowledges that NAYAX relies on third party providers in the delivery of its services, including, but not limited to, processing service providers wireless data network providers. Cellular radio service provided by third parties is available only when within the operating range of cellular systems, and cellular service is subject to transmissions limitations and dropped or interrupted transmissions. Cellular service may be temporarily refused, limited, interrupted, or curtailed due to government regulations or orders, atmospheric and/or topographical conditions and cellular system modifications, repairs and upgrades. In addition, the Customer acknowledges that provision of the NAYAX Services may depend on factors beyond NAYAX's control, including but not limited to factors affecting the operation of Public Systems (i.e. telecommunication systems run by public telecommunication operators or internet service providers which may be accessed by cellular data network, ISDN, IP, analogue line or other transmission types) and Banking Systems (i.e. banking, financial institution or other similar bodies). NAYAX is and shall not be obliged to provide the NAYAX Services where such factors prevent it. Furthermore, the Customer agrees that from time to time, NAYAX, the third party provider for the network, and/or other third parties may perform routine maintenance or emergency maintenance which could cause some NAYAX Services not to function partially or entirely, during the performance of such maintenance. NAYAX shall not be liable for any such failure to function. The Customer agrees that NAYAX shall not be liable for any losses, damages, or business interruptions sustained as a result of factors outside of NAYAX's control and interruptions caused routine or emergency maintenance or by third party providers, including, but not limited to its wireless data network providers and processing service providers. Nayax I Executive Plaza 1, 11350 McCormick Rd, Ste 1004, Hunt Valley MD, 21031 1 410-666-3800 1 us(@navax.com I NAYAX AWr ftding to Rho Unattended 6. NAYAX Unit Warranty. NAYAX warrants that for a period of twelve (12) months from delivery (the "Warranty Period"), the NAYAX Unit shall be free from defects in material and workmanship. NAYAX does not warrant that the use of the NAYAX Unit will be uninterrupted or error -free. NAYAX's sole obligation towards the Customer and Customer's exclusive remedy for any failure of the NAYAX Unit to perform as warranted, is the correction or replacement, at NAYAX's option, of the nonconforming NAYAX Unit; provided, that the Customer informs Nayax in writing, within the Warranty Period of the defect, malfunction or nonconformity. The foregoing warranty shall not apply to disposal materials and to repair, damages, malfunction or failures, resulting from/ to NAYAX Unit: (i) use of the NAYAX Unit in a manner for which it was not intended; (ii) the defects or malfunctions caused by alteration or modification to the NAYAX Unit without NAYAX's prior written approval; (iii) defects or malfunctions caused by improper service or repair of the NAYAX Unit, by anyone other than NAYAX; (iv) defects or malfunctions which do not adversely affect the ability of the NAYAX Unit to perform its usual designated function; (v) abuse or negligence by the Customer; or (vi) any other cause beyond NAYAX's control. The warranties contained in this section 6, are exclusive, and are in lieu of all other warranties, express or implied, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, or arising by a course of dealing or usage of trade. This section does not limit, and is without prejudice to, the provisions of Section 7 below. 7. Data Protection. NAYAX complies and will comply with the PCI (Payment Card Industry) Data Security standard. NAYAX may use the data from the Customer's NAYAX service, which does not identify the Customer or the specific location of the machine, solely for internal statistical purposes. 8. Intellectual Property. The Customer acknowledges that NAYAX, its affiliated parties, and/or licensors, and third party suppliers own the intellectual property rights in the services being provided hereunder and in and to the NAYAX Units, the NAYAX cashless payment platform and all hardware and software in or associated with any of the aforesaid, including but not limited to any and all trade and service marks, inventions, patents, copyrights, design rights (whether registered or unregistered), data base rights, and all other intellectual property rights subsisting anywhere in the world. The Customer shall take no action nor allow any action to be taken in contravention of any such rights. 9. Limitation on Liability. In no event shall NAYAX, its affiliates and agents be liable for any punitive, incidental, or consequential damages or any damages for loss of profits, business interruption, loss of information, or pecuniary loss, even if NAYAX, its affiliates or agents has been advised of the possibility of such damages. The total liability of NAYAX to the Customer in any calendar year shall not exceed (a) the payments made to NAYAX by the Customer under this Agreement in the calendar year in which such liability arose, or (b) the applicable insurance policy limit, if such claim or loss is covered by insurance, whichever is greater. 10. Remuneration. To the extent allowed by law, the Customer agrees that NAYAX shall not be liable for claims, demands, causes of action, obligations, liabilities, expenses (including reasonable attorney's fees), damages, or suits shown to be caused by an act or omission of the Customer, its employees and/or agents, including, but not limited to, the operation and management of the NAYAX Unit and the NAYAX service. 11. Term and Termination. The term of this Agreement and the NAYAX Services shall be for a period of twelve (12) months from the later of the date of signature of this Agreement by NAYAX or the Customer (the "Initial Term"), and may be renewed by mutual written agreement of Customer and NAYAX for up to two (2) additional twelve (12) month terms (each a "Renewal Term"). Notwithstanding the above, and without derogating from any other of its rights hereunder or pursuant to law, either party may terminate this Agreement and the NAYAX Services at any time, without liability therefor by providing no less than 30 days written notice, and either party may terminate this Agreement and the NAYAX Services by notice in writing not less than fifteen (15) days after notice of a material breach which has not been remedied during such fifteen (15) day period. Without derogating from the above, in the event of any breach by the Customer of any of its obligations hereunder, or in the event of any requirement of relevant law, or in the event of any force majeure or other event due to which NAYAX, in its sole discretion determines the necessity of doing so, NAYAX may suspend providing the NAYAX Services hereunder for such period as may be necessary in NAYAX's sole opinion. In the event that NAYAX has suspended the provision of the NAYAX Services for more than thirty (30) days, other than due to breach of this Agreement by the Customer or due to any other fault of the Customer, Customer may terminate this Agreement on written notice. Nayax ( Executive Plaza 1, 11350 McCormick Rd, Ste 1004, Hunt Valley MD, 21031 1 410-666-3800 1 us(a)navax.com I FNAYAX Attending to the unattended 12. No Warranties. Except to the extent as may be otherwise expressly provided herein, all warranties, conditions, terms, undertakings and representations of any kind whatsoever, express or implied, whether by statute, common law or otherwise, in respect of the services being provided hereunder, are hereby excluded by NAYAX to the fullest extent permitted by law and NAYAX shall have no other obligation, duty or liability whatsoever in contract, tort, statute or otherwise to the Customer. Without prejudice to the generality of the aforesaid, NAYAX specifically disclaims the implied warranties of merchantability, satisfactory quality and fitness for a particular purpose. 13.Validity. Should any part of this Agreement, for any reason, be declared invalid, then only such portion shall be invalid without invalidating or affecting the remaining provisions of the Agreement. 14. Notice. Any notice required or permitted to be given by either party hereto pursuant to this Agreement shall be in writing and addressed to the other party at its registered office or place of business, or such other address as may have been notified by one party to the other. Without derogating from the above, NAYAX may provide notice to such person who has signed the Customer Declaration attached to this Agreement. 15. Insurance. NAYAX shall procure and maintain, at its sole expense, the minimum insurance requirements as described in Exhibit B to this Agreement. 16. General. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and shall supersede any and all other communications, understandings, representations and agreements. Except as otherwise expressly stated herein, nothing in this Agreement confers any rights on any third parties. The Customer may not assign, novate, transfer, charge or otherwise deal with the benefit orthe burden of this Agreement. NAYAX may assign, novate, transfer, sub -contract, charge or otherwise deal this Agreement and/or any of its rights and/or obligations hereunder at any time without consent of the Customer. IN WITNESS WHEREOF, the parties identified below have executed this Agreement as of IeiL- I S , 2024 ("Effective Date"). APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:'Bi andon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: Brian Stember Executive Director, N-2024-135 Library Services CITY OF SANTA lA: lGU LN Alvaro Nunez Acting City Manager 1�, Name: Carly Furman Title:CEO Nayax I Executive Plaza 1, 11350 McCormick Rd, Ste 1004, Hunt Valley MD, 21031 1 410-666-3800 1 us@navax.com FNAYAX Attending to the Unattended Welcome to Nayax Dear Valued Nayax Customer, Congratulations on implementing the Nayax Cashless and Remote Monitoring Solution! This solution will allow you to accept the majority of major credit cards and debit cards on your card reader. Our goal is to provide you with a smooth and seamless implementation. Your funds are transferred via EFT/ACH within two weeks after we have received a completed copy of the attached Schedule 2 "Direct Deposit (ACH) Agreement Form" and a voided check. Deposits are made every Friday for cashless sales from the previous Friday to Thursday period, net the related processing fee and monthly service fee, when applicable. A reimbursement statement reflecting these details will be emailed to you by the following Monday. If your net sales are less than $5, the balance will be carried over to the following period. The Nayax monthly service fees will be deducted from the second deposit of the month. The related monthly service fee invoice will be sent to you for your records, but no action will be required. All hardware sales are payable by check or credit card, kept on file, depending on which payment terms have been selected on the attached Schedule 1 "Fee Agreement Form". Please return these documents to your TBS representative via email at orders@tbsit360.com; phone 630-537-1370, fax 630-537-1369 We look forward to beginning ourjoint partnership together, which will help to grow your business. Best Regards, Nayax Group Finance Department Nayax l Executive Plaza 1, 11350 McCormick Rd, Ste 1004, Hunt Valley MD, 21031 � 410-666-3800 1 us@nayax.com I WNAYAX Attending to the Unattended Exhibit A NAYAX Clearing Agreement Company: City of Santa Ana (the"Customer") WHEREAS, NAYAX LLC ("NAYAX") has sold to the Customer a NAYAX remote unit (such unit, a "NAYAX Unit") enabled to connect to NAYAX's central server; and WHEREAS, concurrently with the execution of this agreement, the Customer has executed the Nayax Service Agreement ("Service Agreement"); NOW, THEREFORE, the parties have agreed as follows: 1. Clearing Processing Services— NAYAX hereby agrees to provide to the Customer with certain cashless financial services utilizing the NAYAX unique telemetry cashless payment platform, solely in connection with the Customer's vending equipment that is equipped with a NAYAX Unit enabled to connect to NAYAX's Central Server ("Equipment"). Customer acknowledges and agrees that (a) some or all of the services provided by NAYAX hereunder may be performed by another member of the NAYAX group of companies on behalf of NAYAX, and (b) in providing processing and clearing services hereunder NAYAX is acting as agent of Heartland payment systems and reference to NAYAX performing such services hereunder shall be understood in such light. 2. Credit Card Transaction Processing Services & Associated Fees — the Customer hereby appoints NAYAX as sole and exclusive agent on behalf of the Customer, in connection with the processing of all card transactions (including but not limited to transactions via credit, debit and prepaid cards) in connection with the Equipment. With respect to each transaction, the Customer shall pay such processing fee (consisting of a percentage of the applicable gross and convenience fee of cashless revenue) as specified in Schedule 1 attached hereto in addition to any applicable VAT, sales tax, use tax or similar tax (the "Processing Fee"). NAYAX shall be entitled to change the Processing Fee on 30 days prior written notice to the Customer, provided that upon receipt of such notice the Customer may, within such 30 days period, terminate this Agreement by written notice to NAYAX without liability therefor. 3. Pre -Authorization — The Customer agrees that for each cashless transaction, the relevant card will be submitted to the card processor for card validation and transaction authorization. The Customer acknowledges that the card processor may decline any such transaction and that in such case NAYAX shall not continue with the clearing of the transaction. 4. Allocation of Risk— The Customer agrees that with respect to any transaction that clears but is subsequently declined by the card processor for non -sufficient funds or other reasons, the risk of the associated loss of vended product, settlement funds, Processing Fee or any other fee related to such transaction shall be assumed in its entirety by the Customer. NAYAX may deduct any relevant amounts from the amount of net revenues to be tendered to the Customer on a monthly basis, or may charge the Customer separately therefor. S. Settlement and Payment of Processing Fee — NAYAX shall render a weekly statement to the Customer during the term of this Agreement. Such statement shall detail the net revenues resulting from the processing of transactions from the use of the Equipment and due to the Customer. Every week, NAYAX shall pay the Customer such net revenues , less (a) the amount of any refunds, (b) the Processing Fee, (c) any chargeback from the credit card processor, (d) any amounts incurred for fraudulent transactions, (e) any relevant bank charges, (f) any amounts required to be withheld by NAYAX pursuant to law and (g) any other amounts due to NAYAX, including but not limited to any accounts receivable to NAYAX, activation fees, fees under the Service Agreement, or the processor hereunder or by law. The Customer acknowledges and agrees that the aforesaid statement may be rendered to it by the member of the NAYAX group of companies performing the services on behalf of NAYAX, and that in such case all references to NAYAX in this Section shall be deemed to refer to such entity. 6. General - the provisions of Sections 3-15 of the Service Agreement shall be deemed incorporated herein by reference. Attachments: Schedule 1— Fee Agreement Form Schedule 2- Direct Deposit (ACH) Agreement Form AlVa2ill VutJ$L ALVI j,NUN' �1[TINC7 GiTY �1l�rl(Y�EK' SIGNATURE PRINTED NAME DATE TITLE Nayax I Executive Plaza 1, 11350 McCormick Rd, Ste 1004, Hunt Valley MD, 21031 1 410-666-3800 1 us@navax.com WNAYAX Attending to the Unattended Schedule 1, FEE AGREEMENT FORM Contact Information Please fill in all relevant information below, and let us know of any changes to your contact information in the future. Company Name: City of Santa Ana Customer # (internal use): SHIPTO Contact Name: Maria Castro Address: 26 Civic Center Plaza, M-75 City: Santa Ana State: CA Zip Code: 1 92701 Phone Number: 714.647.5269 Fax Number: 714.647.5291 Email: mcastro5@santa-ana.org BILL TO (if different) Contact Name: Same as above Address: City: State: Zip Code: Phone Number: Fax Number: Email: **Type of Product/Service Being Sold From Your Machine: Printing Service Fees and Terms (NAYAX TO FILL OUT ONLY) Payment Terms (if reimbursed by Nayax)**: ® Offset/NET30 ❑ Offset/ CC Reimbursement Processing Fee (if applicable): 5.95 Activation Fee (per device): $ 1) Billing Plan: Cashless Only-TBS Monthly Fee (per device): $8.95 . Payment Term descriptions for customers not reimbursed by Nayax: Net30- all invoices (for hardware, activation fees and monthly service fees) are due within 30 days of receipt by check or ErT; CC- all invoices (for hardware, activation fees and monthly service fees) are automatically paid by credit card, kept on file, on date of invoice (credit card service fee may apply) "- Payment Term descriptions for customers reimbursed weekly by Nayax (must also complete the attached Schedule2- Direct Deposit Agreement Form and include a voided check): Offset/Net30- activation and monthly service fee invoices are automatically offset from weekly reimbursements once a month and all hardware invoices are due within 30 days of receipt by check or EFT; Offset/CC- activation and monthly service fee invoices are Nayax I Executive Plaza 1, 11350 McCormick Rd, Ste 1004, Hunt Valley MD, 21031 1 410-666-3800 1 us(&nayax.com I FNAYAX Attending to the Unattended automatically offset from weekly reimbursements once a month and all hardware invoices are automatically paid by credit card, kept on file, on date of invoice (credit card service fee may apply) Customer Declaration I HEREBY REPRESENT TO NAYAX THAT I AM AUTHORIZED AND EMPOWERED TO ENTER INTO THIS AGREEMENT ON THE COMPANY'S BEHALF AND TO RECEIVE NOTICES ON BEHALF OF THE COMPANY. I HERETO AGREE TO BE LEGALLY BOUND AND HAVE EXECUTED THIS AGREEMENT BY THE AUTHORIZED REPRESENTATIVE, THE SIGNATURE OF WHICH IS SET FORTH BELOW. VtIRA f Ull SIGNATURE ANAU NUNf ""ry Me PRINTED NAME DATE TITLE Nayax I Executive Plaza 1, 11350 McCormick Rd, Ste 1004, Hunt Valley MD, 21031 1 410-666-3800 1 usPnavax.com ,NAYfilAXnded DIRECT DEPOSIT (ACH) AGREEMENT FORM Authorization Agreement I (BELOW NAME AND SIGNATURE) HEREBY AUTHORIZE NAYAX AND ITS DESIGNATED FINANCIAL AGENTS TO INITIATE ELECTRONIC FUNDS TRANSFER OF PAYMENTS AS GOVERNED BY THE (NACHA) RULES. THE AUTHORIZATION OF DIRECT CREDIT (DEPOSITS) OR DEBIT (WITHDRAWALS) IS TO REMAIN IN EFFECT UNTIL NAYAX RECEIVES 10-DAY WRITTEN NOTIFICATION OF TERMINATION FROM AN OFFICIAL AGENT OF YOUR COMPANY. ANY CHANGES TO THE INFORMATION PROVIDED BELOW MUST BE SUBMITTED BY AN OFFICIAL AGENT OF YOUR COMPANY AND BE PROVIDED ON AN UPDATED AND SIGNED SCHEDULE 2 "DIRECT DEPOSIT (ACH) FORM". AVOIDED CHECK NEEDS TO ACCOMPANY THIS FORM. PLEASE EMAIL THIS SIGNED AND COMPLETED FORM AND VOIDED CHECK TO: orders@tbsit360.com Company Information Company Name: City of Santa Ana Customer # (internal use): Finance Contact Name: Alejandra Gutierrez, Treasury & Customer Services Manager Address: 20 Civic Center Plaza City: Santa Ana State: CA zip Code: 92701 Phone Number: 714-647-5497 Fax Number: Email to send reimbursement statements (up to 5 emails): TSD@santa-ana.org; mcastro5@santa-ana.org; ddario@santa- ana.or Bank information Name of Financial Institution: JP Morgan Chase & Co. N.A. Name on Account: City of Santa Ana Routing Number (9 digits): 322271627 (ACH) Account Number: 935309500 Account Type: ✓❑ Checking BY PLACING MY SIGNATURE BELOW, I HEREBY DECLARE AND REPRESENT TO NAYAX THAT I AM AUTHORIZED AND EMPOWERED TO BIND MY COMPANY AND ACCEPT THE BINDING TERMS AND CONDITIONS ON MY BEHALF OF MY COMPANY, LISTED ABOVE. l4f1w �uatL AWIk�_� NUnl y �C'fIN�7_ GiTY M�N�6�2 SIGNATURE PRINTED NAME DATE TITLE Nayax I Executive Plaza 1, 11350 McCormick Rd, Ste 1004, Hunt Valley MD, 21031 1 410-666-3800 1 usOnavax.com NAYAX Attending to the Unattended Insurance Requirements — Exhibit B Prior to undertaking performance of work under this Agreement, NAYAX shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder and the results of that work by NAYAX, their agents, representatives, employees or subcontractors. a. Minimum Scope and Limit of Insurance 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. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if NAYAX has no owned autos, hired, (Code 8) and non -owned autos (Code 4), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Cyber Liability Insurance and/or Technology Professional Liability Errors & Omissions Insurance: with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by NAYAX in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 5. Property Damage Liability Coverage: the policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City in the care, custody, or control of NAYAX. If not covered under NAYAX's liability policy, such "property" coverage of the City may be endorsed onto the Vendor's Cyber Liability Policy as covered property. 6. Broader Coverage: if NAYAX maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by NAYAX. Any available insurance proceeds in Nayax I Executive Plaza 1, 11350 McCormick Rd, Ste 1004, Hunt Valley MD, 21031 1 410-666-3800 1 us@nayax.com I NAYAX o the Unattended excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions Additional Insured Status: The City, 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 NAYAX including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to NAYAX's insurance (at least as broad as ISO Form CG 20 10 1185 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). 2. Primary Coverage: For any claims related to this contract, NAYAX's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of NAYAX's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. 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 City. 5. Claims Made Policies: If any of the required policies provide claims -made coverage: The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. 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, NAYAX must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. 6. Verification of Coverage: NAYAX shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive NAYAX's obligation to provide them. Nayax I Executive Plaza 1, 11350 McCormick Rd, Ste 1004, Hunt Valley MD, 21031 1 410-666-3800 1 us@navax.com I NAYAX .,the unattended The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. 7. Subcontractors: NAYAX shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and NAYAX shall ensure that City is an additional insured on insurance required from subcontractors. 8. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. Nayax I Executive Plaza 1, 11350 McCormick Rd, Ste 1004, Hunt Valley MD, 21031 1 410-666-3800 1 us@navax.com THE HARTFORD BUSINESS SERVICE CENTER THE `"`''' ' 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 City of Santa Ana Risk Management Division 20 CIVIC CENTER PLZ SANTA ANA CA 92701 Account Information: Policy Holder Details : Nayax LLC March 20, 2024 Ll Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team oR,N a Risk ManagementDMsian °� f ' REVIEWED & APPROVED BY. Aezv 1" Risk Management Specialist WLTRO05 ,—. DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 03/20/2024 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 be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, C n ol'cies a re ire an en ; wed rs ment. A statement on this certificate does t co er ri is th certificate holder in lieu i f s U CONTA NAME: n c nn n nir 30720970 ' ZF '' I r l 11 C ev e a 0 FAX (A/C, No): A/ o; 2345 YORK ROAD ,) TIJONIUM MD21093 �s. c e v e O f)QEi r nd S PF G COVERAGE NAIC# t rlhnce Company 30104 INSURED I ER NAYAX LLC INSURER C : 11350 MCCORMICK RD HUNT VALLEY MD 21031-1002 INSURERD: INSURER E : 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. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/Y LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS -MADE OCCUR DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence X MED EXP (Any one person) $10,000 General Liability A X 30SBA AG4MGN 06/06/2023 06/06/2024 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ❑ PRO- ❑ X JECT LOC PRODUCTS - COMP/OPAGG $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) ANY AUTO A ALL OWNED SCHEDULED AUTOS AUTOS 30 SBA AG4MGN 06/06/2023 06/06/2024 BODILY INJURY (Per accident) X HIRED NON -OWNED AUTOS X AUTOS PROPERTY DAMAGE (Per accident) X UMBRELLA LAB X OCCUR EACH OCCURRENCE $5,000,000 A EXCESS LAB CLAIMS- MADE 30 SBA AG4MGN 06/06/2023 06/06/2024 AGGREGATE $S,000,OOO DED RETENTION $ 10,000 WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY STATUTE I ER E.L. EACH ACCIDENT ANY Y/N PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N/A E.L. DISEASE -EA EMPLOYEE (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS below A Employment Practices Liability Insurance 30 SBA AG4MGN 06/06/2023 06/06/2024 Each Claim Limit Annual Aggregate Limit $25,000 $25,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Certificate holder is an additional insured per the Business Liability Coverage Form SL3032 attached to this policy. CERTIFICATE HOLDER CANCELLATION City of Santa Ana Risk Management SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED Division BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED 20 CIVIC CENTER PLZ IN ACCORDANCE WITH THE POLICY PROVISIONS. SANTA ANA CA 92701 REPRESENTATIVE �AUTHORIZED RAManagmumtDMsian © 1988-2015 ACORD CO ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD f ° REVIEWED & APPROVED BY: `1" Risk Management Specialist THE HARTFORD BUSINESS SERVICE CENTER THE `"`''' ' 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 City of Santa Ana Risk Management Division 20 CIVIC CENTER PLZ SANTA ANA CA 92701 Account Information: Policy Holder Details : Nayax LLC March 20, 2024 Ll Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team oR,N a Risk ManagementDMsian °� f ' REVIEWED & APPROVED BY. Aezv 1" Risk Management Specialist WLTRO05 ,—. DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 03/20/2024 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 be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: AUTOMATIC DATA PROCESSING INS AGCY PHONE (800) 524-7024 (A/C, No, Ext): FAX (A/C, No): 76250875 1 ADP BLVD M/S 625 E-MAIL ADDRESS: ROSELAND NJ 07068 INSURER(S) AFFORDING COVERAGE NAIC# INSURERA: Hartford Fire and Its P&C Affiliates 00914 INSURED INSURER B : NAYAX LLC INSURER C : 11350 MCCORMICK RD INSURERD: HUNT VALLEY MD 21031-1002 INSURER E : 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD MM/DD/YYYY MM/DD/Y COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS -MADE ❑OCCUR DAMAGE TO RENTED PREMISES Ea occurrence MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE POLICY PRO LOC JECT PRODUCTS - COMP/OPAGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per person) ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) HIRED NON -OWNED PROPERTY DAMAGE AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS- MADE AGGREGATE DED RETENTION $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS' LIABILITY STATUTE ER E.L. EACH ACCIDENT $1,000,000 ANY Y/N A PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N/A 76 WEG AF5B2N 03/01/2024 03/01/2025 E.L. DISEASE -EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Santa Ana Risk Management SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED Division BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED 20 CIVIC CENTER PLZ IN ACCORDANCE WITH THE POLICY PROVISIONS. SANTA ANA CA 92701 AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CO ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD oR.N a Risk ManagmumtDMslcrn f ° REVIEWED & APPROVED BY: Rem 1" Risk Management Specialist Marsh Ltd Tower Place London EC3R 5BU www.marsh.com 22nd April 2024 To whom it may concern BROKER'S VERIFICATION OF Technology Errors & Omissions & Cyber Liability Insurance Confirmation of Insurance — Nayax Ltd and subsidiaries As requested by the above client, we are writing to confirm that we act as Insurance Brokers to the client and that we have arranged insurance(s) on its behalf as detailed below: Original Insured: Nayax Ltd Principal Address: 3 Arik Einstein St, Herzliya, 4659071 , Israel Policy Numbers: FINPT2450066 Period of Insurance: From 1 st April 2024 - 31 st August 2025 both days at 00:01 hours Local Stan- dard Time at the Principal Address of the Named Insured. Limit of Liability: USD 10,000,000 XS USD 250,000 $yJ'Z�PNCE RRO �AN �ygRTE.R�o Registered in England and Wales Number: 1507274, Registered Office: 1 Tower Place West, Tower Place, London EC3R 513U. Marsh Ltd is authorised and regulated by the Financial Conduct Authority for insurance mediation activities only. Risk Mmagm wd Division REVIEWED& /APPROVED BY. ��q B^I A .. of - ''_---� Risk Management Specialist ARSH & MCLENNAN COI II'" II4IIII'iiiii, IM A III° Illh Page 2 MNB92placed the insurance which is the subject of this letter after consultation with the client and based upon the client's instructions only. Terms of coverage, including limits and deductibles, are based upon information furnished to us by the client, which information we have not independently verified. This letter is issued as a matter of information only and confers no right upon you other than those provided by the policy. This letter does not amend, extend or alter the coverage afforded by the policies described herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this letter may be issued or pertain, the insurance afforded by the policy (policies) described herein is subject to all terms, conditions, limitations, exclusions and cancellation provisions and may also be subject to warranties. Limits shown may have been reduced by paid claims. We express no view and assume no liability with respect to the solvency or future ability to pay of any of the insurance companies which have issued the insurance(s). We assume no obligation to advise yourselves of any developments regarding the insurance(s) subsequent to the date hereof. This letter is given on the condition that you forever waive any liability against us based upon the placement of the insurance(s) and/or the statements made herein with the exception only of wilful default, recklessness or fraud. This letter may not be reproduced by you or used for any other purpose without our prior written consent. Yours faithfully On behalf of Marsh Ltd RU Muagmmerd Division REVIEWED��q& /APPROVED BY. A A.. lagWRIMMRisk Management Specialist MARSH&MCLENNAN C 0IlM 14I 11",1 II II!!'i,: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE IF HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C. WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance 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 vendor's premises in connection with the sale of the product; E RAMougamentDiviaian f ° REVIEWED & APPROVED BY. °' Afg Aezv4�, Form SL 30 32 06 21 Risk Management Specialist © 2021, The Hartford y NJ (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE IF HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products -completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other w hiring, employment, training or monitoring of others by an insured, if "E RAManagamentDiviaian f ° REVIEWED & APPROVED BY. `' " ezv Form SL 30 32 06 21 Risk Management Specialist © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE IF HARTFORD damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard". f. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products -completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. oR,N a Risk ManagementDMsian °� f ' REVIEWED & APPROVED BY. Aezv Form S L 30 32 06 21 Risk Management Specialist © 2021, The Hartford y NJ (May include copyrighted material of Insurance Services Office, Inc., with its permission) NAYAX-1 OP ID: BE ACORO� CERTIFICATE OF LIABILITY INSURANCE �� DATE(MM/DD/YYYY) 06/06/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 410-561-8280 Gorges & Co., Inc. 2345 York Road Dave McNamara, IIIi Timonium, MD 21093-Ana CONTACT Ben Hartka NAME: PHONE 410- -8280 FAX 410-561-9728 No, Ext). (A/C, No): I s INSUR R S AFFORDING COVERAGE NAIC # AAJ~ PpqerPriJW§4*f9q.A30104 INSURED Nayax, LLC Executive Plaza 1 11350 McCormick Road S .1004 Hunt Valley, MD 21031 U R RER s :�. vpdo INSURER tcp . COVERAGES CERTIFICATE NUMBER: 1 1 •✓ 1 •✓ V v REVrOfOWNUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LIS- cD BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, T _R' , OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DDL INSD UBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS B X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR 30SBAAG4MGN 06/06/2024 06/06/2025 DAMAI ES ( RENTED PREMISES Ea occurrence)$ 1,000,000 X MED EXP (Any oneperson) $ 10,000 B Crime 30SBAAG4MGN 06/06/2024 06/06/2025 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICYEl PRO LOC JECT PRODUCTS - COMP/OP AGG $ 2,000,000 Crime $ 100,000 OTHER: B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,000 $ BODILY INJURY Perperson) $ ANY AUTO 30SBAAG4MGN 06/06/2024 06/06/2025 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS -MADE 30SBAAG4MGN 06/06/2024 06/06/2025 AGGREGATE $ 5,000,000 DED X RETENTION $ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) N / A E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ B Property 30SBAAG4MGN 06/06/2024 06/06/2025 Blanket 4,478,300 Ded 1,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is included as additional insured with respect to general liability when required by written contract. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF City of Santa Ana Risk ACCORDANCE WITH THE POLICY PRC RA Mougmumt DMsIan Manag ement Division 20 Civic Center Piz AUTHORIZED REPRESENTATIVE REVIEWED & APPROVED BY: Santa Ana, CA 92701 Dave McNamara, III 4z Aav44 ®' Risk Management Specialist ACORD 25 (2016/03) © 1988-2015 ACORD The ACORD name and logo are registered marks of ACORD DATE(MMIDDIYYYY) - CERTIFICATE OF LIABILITY INSURANCE 03/20/2024 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 be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: AUTOMATIC DATA PROCESSING INS AGCY PHONE (800) 524-7024 (A/C, No, Ext): Fax (A/C, No): 76250875 1 ADP BLVD M/S 625 ROSELAND NJ 07068 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Hartford Fire and Its P&C Affiliates 00914 INSURED INSURER B : NAYAX LLC INSURER C : 11350 MCCORMICK RD INSURER D : HUNT VALLEY MD 21031-1002 INSURER E : 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD MMIDDIYYYY MMIDDIY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS -MADE ❑OCCUR DAMAGE TO RENTED PREMISES Ea occurrence MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE POLICY ❑ PRO ❑ LOC PRODUCTS -COMP/OP AGG JECT OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per person) ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) HIRED NON -OWNED PROPERTY DAMAGE AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS- MADE AGGREGATE DED RETENTION $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS' LIABILITY STATUTE ER E.L. EACH ACCIDENT $1,000,000 ANY YIN A PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NIA 76WEGAF5B2N 03/01/2024 03/01/2025 E.L. DISEASE -EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Santa Ana Risk Management SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED Division BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED 20 CIVIC CENTER PLZ IN ACCORDANCE WITH THE POLICY PROVISIONS. SANTA ANA CA 92701 AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CO ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Risk MougmumtDMsian REVIEWED & APPROVED BY: RAczvao ® RiskManagementSpecialist Marsh Ltd Tower Place London M MARSH ww.5BU www.marsh.com 22nd April 2024 To whom it may concern BROKER'S VERIFICATION OF Technology Errors & Omissions & Cyber Liability Insurance Confirmation of Insurance — Nayax Ltd and subsidiaries As requested by the above client, we are writing to confirm that we act as Insurance Brokers to the client and that we have arranged insurance(s) on its behalf as detailed below: Original Insured: Nayax Ltd Principal Address: 3 Arik Einstein St, Herzliya, 4659071 , Israel Policy Numbers: FINPT2450066 Period of Insurance: From 1st April 2024 - 31 st August 2025 both days at 00:01 hours Local Stan- dard Time at the Principal Address of the Named Insured. Limit of Liability: USD 10,000,000 XS USD 250,000 9-0NCE BRA RA ManagementD'Mslan REVIEWED & APPROVED BY. v` W71 Registered in England and Wales Number: 1507274, Registered Office: ' Risk Management Specialist 1 Tower Place West, Tower Place, London EC3R 5BU.Marsh Ltd is authorised and regulated by the Financial Conduct MARSH R T tAV Authority for insurance mediation activities only. CO M PA t M MARSH Page 2 Whiv'62placed the insurance which is the subject of this letter after consultation with the client and based upon the client's instructions only. Terms of coverage, including limits and deductibles, are based upon information furnished to us by the client, which information we have not independently verified. This letter is issued as a matter of information only and confers no right upon you other than those provided by the policy. This letter does not amend, extend or alter the coverage afforded by the policies described herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this letter may be issued or pertain, the insurance afforded by the policy (policies) described herein is subject to all terms, conditions, limitations, exclusions and cancellation provisions and may also be subject to warranties. Limits shown may have been reduced by paid claims. We express no view and assume no liability with respect to the solvency or future ability to pay of any of the insurance companies which have issued the insurance(s). We assume no obligation to advise yourselves of any developments regarding the insurance(s) subsequent to the date hereof. This letter is given on the condition that you forever waive any liability against us based upon the placement of the insurance(s) and/or the statements made herein with the exception only of wilful default, recklessness or fraud. This letter may not be reproduced by you or used for any other purpose without our prior written consent. Yours faithfully On behalf of Marsh Ltd oR,N F RiskMougementDMsian REVIEWED & APPROVED BY. o, z A-j. e Acev44 � Risk Management Specialist MARSH IISJ COM PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C. WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance 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 vendor's premises in connection with the sale of the product; RAMwugamentDMsian r' REVIEWED & APPROVED BY. x Form SL 30 32 06 21 `®' Risk Management specialist © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any 'occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products -completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other w hiring, employment, training or monitoring of others by an insured, if RAMwugamentDMsian r' REVIEWED & APPROVED BY. x Form SL 30 32 06 21 `®' Risk Management specialist © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard". f. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products -completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. orz,N�F RiskMwugementDMsian r' REVIEWED & APPROVED BY. x Form SL 30 32 06 21 `®' Risk Management specialist © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission)