First Contract Amendment for Enterprise Banking- ePay Validation.pdf

DocuSign Envelope ID: FF9D1FAD-6C8F-497A-A57B-5DB2FA22708E

4/21/2022 | 4:15 PM CDT

U.S. Bank Services Terms and Conditions Supplement Account Validation Service

This U.S. Bank Services Terms and Conditions Supplement and the Exhibits attached hereto (this “Supplement”) amends and forms a part of the U.S. Bank Master Services Agreement and the U.S. Bank Services Terms and Conditions (collectively, the “Agreement”)..

WHEREAS, Bank offers the Account Validation Service (“the Service”) (as defined in Section 1 below);

WHEREAS, Customer desires to use the Service, pursuant to the terms and conditions set forth in this Supplement;

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged, Bank and Customer (individually a “Party” and collectively the “Parties”) hereby agree as follows:

1. Definitions.

1.1 “Account Validation Service” or “the Service” means account status or Item information, identity-to-account matching performed to confirm an account owner or authorized user, or both by inquiring against account owner data maintained by Early Warning LLC (“Early Warning”) in one or more databases.

1.2 “Applicable Laws” means all federal, state and local laws, and the regulations and guidelines promulgated thereunder, applicable to the marketing, promotion, offering for sale, sale, provision, creation, delivery, transmission and use of the Service, including without limitation any applicable provisions of the Fair Credit Reporting Act of 1970, 15 U.S.C. Section 1681 et.

seq. (the “FCRA”), the Fair and Accurate Credit Transaction Act of 2003, Pub. L. 108-159, 111 Stat. 1952, and the Gramm-Leach-Bliley Act (including similar state laws and regulations to each of the foregoing) in each case as amended from time to time.

1.3 “Contributor” means an entity that transmits certain specific data elements to Early Warning.

1.4 “Detailed Response” means Response Data that is in the same or substantially the same form as the data received by Bank from EWS.

1.5 “Item” means either: (a) a physical check; (b) an image replacement document (IRD); (c) MICR line information; (d) an automated clearinghouse entry; or (e) an item as defined in the Uniform Commercial Code.

1.6 “Processor” means a Customer who provides Translated Responses to its own customer users that are the end users of the Translated Responses.

1.7 “Response Data” means information transmitted by Early Warning to Bank and provided by Bank to Customer in the form of a Detailed Response or a Translated Response in response to an inquiry by Customer.

1.8 “Translated Response” means Response Data that is in a form which indicates a risk level, as determined by Bank, such as by high/medium/low, or green/ yellow/red, or accept/decline.

2. Service Implementation.

2.1 Customer agrees to complete a customer application which Bank will review and submit to Early Warning. By submitting the application, Customer agrees that if Customer elects to receive Detailed Responses, instead of receiving only Translated Responses, Customer will participate in any Bank or Early Warning initial and on-going risk assessment processes.

2.2 Customer shall transmit all inquiries for the Service to Bank in accordance with the formatting and specification requirements established by Bank.

2.3 For each inquiry properly transmitted to Bank, Bank will transmit Response Data either as a Detailed Response or Translated Response, as request by Customer and agreed to by Bank, to Customer.

3. Use of the Service and Response Data.

3.1 Customer is solely responsible for the accuracy of the inquiry data it submits and for its use of Response Data.

3.2 Except as permitted in Section 5, Customer shall not (a) distribute, transmit, disseminate, or disclose, in any form or by any means, any part of the Response Data to any person or entity other than to the individual that is the subject of the Response Data in connection with disclosures required to be made under Applicable Laws, (b) allow any third party to access the Response Data, (c) sell, resell, sublicense, or otherwise transfer any part of the Response Data to any other person or entity, or (d) merge, aggregate or compile Response Data into any other database for use in connection with future inquiries .

3.3 Customer shall not retain or store Response Data except to the extent necessary to comply with Applicable Laws. For as long as Response Data remains in Customer’s possession, Customer shall be responsible for the continuing protection of such Response Data in compliance with the requirements of Section 4.5 of this Supplement. Customer shall not store Response Data outside of the United States without prior written approval from Bank and Early Warning.

3.4 If Customer uses such Response Data to take adverse action against a consumer, such consumer must be referred by Customer to Early Warning for handling disputes concerning the completeness or accuracy of any item of information contained within the Response Data and for disclosure of each consumer reporting agency that was used to provide information in the Response Data. Customer shall comply with all applicable provisions of the FCRA and any state equivalent in handling such disputes and making such disclosures.

3.5 Customer shall not knowingly permit any of its directors, officers, employees, contractors, subcontractors, attorneys, auditors and accountants, to access the Service if the person has been convicted of a crime in connection with: (a) a dishonest act, breach of trust, or money laundering, or has agreed to enter into a pretrial diversion or similar program in connection with a prosecution for such offense, as described in Section 19 of the Federal Deposit Insurance Act, 12 U.S.C. § 1829(a); or (b) a felony.

3.6 Customer may access the Service solely for use by Customer as set forth and permitted in this Supplement. Customer shall only use the Response Data for an authorized use pursuant to Exhibit A. The Response Data is time-sensitive and only intended to be used in connection with the specific inquiry for which it was requested.

3.7 Customer acknowledges and agrees that Early Warning is not an agent of Bank. Bank makes no representation or warranty, including, but not limited to, the accuracy, completeness, timeliness or usefulness, of Response Data, and Bank assumes no liability with respect to such. Bank provides Translated Responses as an indicator of the potential risk associated with data received from Early Warning, however no Translated Response shall be interpreted by Customer as indicating no risk and Bank makes no such guarantee. Customer uses Response Data at its own risk and Customer agrees that Bank shall have no liability with respect to Response Data.

3.8 Customer shall comply with all applicable provisions of the FCRA and any state equivalent applicable to persons who procure consumer reports. For purposes of the Service, Customer agrees that Bank is not a credit reporting agency.

3.9 Customer acknowledges receipt of the notices attached hereto as Exhibit C, which describes certain obligations of (a) furnishers of information to consumer reporting agencies, and (b) users of consumer reports and, to the extent applicable, agrees to comply with such obligations.

3.10 Customer shall not refuse or decline an Item based solely on the following Response Data: No Information; No Known Information; Not Located; Non-DDA; Broker Check; Credit Card Check;

Home Equity Check; or Line of Credit Check or other materially similar responses.

3.11 Customer certifies that it will only use Response Data for a legitimate business need in connection with a business transaction that was initiated by the consumer that is the subject of the Response Data. If Customer desires to use Response Data for any other permissible purpose under the FCRA, Customer must first get approval from Bank and EWS, and such approval may be withheld at Bank’s and EWS’s sole discretion.

Early Warning Terms of Use.

4.1 Early Warning shall have the right, during normal business hours, and not more than once per calendar year, upon reasonable advance notice, to review Customer’s relevant processes and procedures to verify Customer’s compliance with the terms of this Supplement and/or Exhibit A. This includes a review of inquiries processed and related transactions or transaction decisions.

4.2 Upon request by Customer, Early Warning shall provide to Customer a copy of its most recent Annual Risk Report (ARR), as well as any updated ARRs upon request from Customer.

4.3 If, in addition to the information provided by Early Warning as described in Section 4.2 above, Customer requires to conduct an on-site audit of Early Warning’s information security program outside of Early Warning’s regularly scheduled consolidated on-site audit periods (which are free to Customer), then a daily fee shall be assessed to Customer for the on-site audit. Any on-site audits (i.e. outside of the regularly scheduled consolidated on-site audit periods) shall not begin until the daily fee for each, as applicable, has been agreed upon by the Parties and Early Warning. Fees related to these on-site audits will be billed to Customer separately from fees for the Service. However, any on-site audit that is triggered by a regulatory requirement or a court order will not result in a daily fee as set forth herein.

4.4 If, in addition to the information provided by Early Warning as described in Section 4.3 above, Customer requires that Early Warning complete a questionnaire regarding Early Warning’s information security program, then a fee shall be assessed to Customer for the questionnaire, s agreed upon by the Parties and Early Warning. Any completion of a questionnaire in this instance shall not begin until the fee for each, if applicable, has been agreed upon by the Parties and Early Warning. Fees related to the completion of questionnaires by Early Warning will be billed to Customer separately from fees for the Service.

4.5 In the event of a breach in security resulting in actual or suspected loss of or unauthorized access to Response Data, Customer shall: (a) immediately notify Early Warning by calling (877) 275-7774, Option 4 and notify U.S. Bank by contacting its relationship manager; (b) conduct a forensics examination to determine to what extent Response Data were compromised; (c) provide to Early Warning and U.S. Bank, in writing, details concerning the breach, including: (i) nature and impact of the breach, (ii) assessment of immediate risk due to the breach, (iii) corrective actions already taken, and (iv) corrective actions to be taken; (d) cooperate with Early Warning, U.S. Bank and any affected Inquirers, Contributors, regulators or law enforcement to assist in regaining possession of the Response Data and in preventing its further unauthorized use and to notify affected consumers if required by Applicable Law; and

(e) take measures to restore and enhance its security policies and procedures to avoid further breaches.

4.6 Early Warning or Bank may suspend the Service upon notice to Customer if Customer does not comply with the requirements of this Supplement or if Early Warning or Bank is unable to verify Customer’s compliance with the requirements of this Supplement to Early Warning’s or Bank’s reasonable satisfaction.

4.7 Early Warning is a third-party beneficiary of this Supplement and Early Warning retains the right to enforce the terms of this Supplement against Customer.

4.8 Early Warning shall have no liability arising out this Supplement, including, without limitation, any duties or obligations (contractual, at law or otherwise) owed by Bank to Customer or by Customer to Bank.

4.9 If Customer receives notice, from any source that Customer, any individual or entity that holds a controlling interest in Customer, any member of Customer's board of directors or equivalent governing body, any officer or manager of Customer, or any other employee of Customer who has access to Response Data or has decision-making authority on how the Service is used or marketed, is the subject of an investigation or other action by any Federal, state or local governmental, administrative or regulatory body, Customer will immediately notify Bank and Early Warning of such investigation or other action. Upon such notification, Bank or Early Warning may, in their sole discretion, cease providing responses comprised in whole or in part of Response Data or providing the Service to Customer.

4.10 Customer authorizes Early Warning to use data submitted in an inquiry for the purpose of: (a) preparing statistical reports and conducting data analytics, parsing routines, data modeling, and other analyses to test and evaluate Early Warning’s services; (b) developing and providing new services or enhancements to existing services; and (c) developing and providing services to third parties engaged in the business of offering identity theft protection services to consumers, provided that no personally identifiable information shall be returned to any such third parties. The reports and results of the analyses described in clause (a) may be provided to other parties, provided that such reports and analyses do not identify specific data with respect to any party.

4.11 Additional terms only applicable to receivers of Detailed Responses.

4.11.1 Early Warning shall have the right, during normal business hours, upon reasonable advance notice, and not more than once per calendar year, to conduct an on-site audit of Customers’ information security program and related policies, controls, processes and procedures. In addition, Customer shall complete a Shared Assessment Significant Information Gathering (SIG) Questionnaire or provide to Early Warning, upon request, a copy of its most recent third party data processing audit or review (e.g., SOC2-Type II, ISAE 3402, SSAE 16 or equivalent based upon American Institute of Certified Public Accountants (AICPA) standards, Acceptable Use Procedures (AUP), etc.) as conducted by its external auditors related to the Service or Bank Services, as applicable. The right of on-site audit will only be exercised if there is a reasonable belief that sensitive data associated with detailed responses is being misused.

4.11.2 Customer shall maintain a written information security program that contains administrative, technical and physical safeguards designed to: (a) ensure the security and confidentiality of Response Data; (b) protect against any anticipated threats or hazards to the security or integrity of Response Data; (c) protect against unauthorized access to or use of such Response Data that could result in substantial harm or inconvenience to any customer of Customer or subject of an inquiry; (d) limit access, use and disclosure of Response Data as expressly permitted by this Supplement; (e) ensure the proper disposal of Response Data, (f) ensure the encryption of Response Data at rest using a current industry acceptable encryption method (e.g., AES-256 or stronger encryption) and; (g) comply with Applicable Law. Customer’s information security program must be designed to: (i) meet the objectives of the Interagency Guidelines Establishing Information Security Standards promulgated by the federal banking agencies as amended from time to time, and; (ii) include control objectives that meet applicable industry standards such as ISO 27002, FFIEC, OCC, PCI, or NIST. Customer will promptly notify Bank and Early Warning of any modification to Customer’s information security program.

5. Customer Acting as a Processor.

If Customer acts as a Processor, it agrees to the following additional terms:

5.1 Customer will assign each of its end-user customers (“Clients”) that receives any response that is comprised of Response Data a unique identification number (“Client ID”). Additionally, if inquiries are transmitted for multiple divisions or affiliates of such Clients, Customer will assign each such division and/or affiliate a unique Client ID in all inquiries transmitted for such User.

Customer shall not use any Client ID in any inquiry that is made for a User, any of its divisions or its affiliates, other than the User, applicable division or affiliate for which such Client ID is assigned. Early Warning or Bank will define how the various Client ID fields are required to be populated during the implementation phase.

5.2 Customer shall transmit to its Clients only a Translated Response and shall not transmit Detailed Responses to its Clients . Customer shall prohibit any of its Clients that receives Translated Responses from selling, reselling, sublicensing, or otherwise transferring any part of such response to any other person or entity, unless approved in writing by Bank and Early Warning.

5.3 Early Warning or Bank may suspend or terminate the provision of Response Data to Customer upon notice to Customer if Customer does not comply with the requirements of Sections 5.4 and 5.5 or if Bank or Early Warning is unable to verify Customer's compliance to Bank’s or Early Warning's reasonable satisfaction.

5.4 If Customer receives notice, from any source, that (a) a User that receives any Translated Response; (b) any individual or entity that holds a controlling interest in such User; (c) any member of the User's board of directors or equivalent governing body; (d) any officer or manager of such User; or (e) any other employee that has access to Translated Responses or has decision-making authority on how the Service is used or marketed (each of the foregoing, a "Regulated Party"), is the subject of an investigation or other action by any Federal, state or local governmental, administrative or regulatory body, Customer will immediately notify Bank and Early Warning of such investigation or other action. Early Warning and Bank, in their sole discretion, may require that Customer cease providing Translated Responses to that User. Not more than five (5) days following Customer's receipt of Early Warning's or Bank’s notification to cease providing such responses to the User, Customer will provide Early Warning and Bank with written certification that it (a) has ceased providing, (b) does not currently provide, and (c) will not provide in the future Translated Responses to the User that is subject to, or is controlled by a Regulated Party that is subject to, the investigation or action.

5.5 Customer will establish and maintain procedures for assessing its Clients that receive any Translated Responses. Such procedures shall meet or exceed the minimum requirements for User vetting attached hereto as Exhibit B, which may be modified by Early Warning or Bank upon notice to Customer (the "Vetting Requirements"). In addition to any other audit rights of Early Warning and Bank described in this Supplement or another agreement, Early Warning and Bank shall have the right, once per calendar year, to review Customer's vetting procedures and evidence of such User assessments completed by Customer. In addition to the foregoing annual audit rights, Customer agrees that if Early Warning or Bank reasonably believes that Customer is not complying with the Vetting Requirements, Early Warning and Bank shall have the right to inspect Customer's records and procedures related to Customer's obligations under this Section during normal working hours, and in a manner as to minimize interference with Customer's normal business activities.

5.6 Customer agrees that Early Warning and Bank shall have the right to approve any of Customer’s Clients for which Customer acts as a Processor.

6. Termination. In addition to the termination rights provided to Bank in the Agreement, Bank may terminate or suspend the Service 120 days following notice if any Response Data provided to Customer is used or disclosed by Customer contrary to this Supplement. Notwithstanding the foregoing, Bank may terminate or suspend the Services immediately if any Response Data provided to Customer is used or disclosed by Customer: (a) in violation of any Applicable Law pertaining to the use of the Service; or (b) Customer experiences any incident that jeopardizes the security of any Response Data in its possession.

CUSTOMER APPROVAL – AUTHORIZED SIGNER

CUSTOMER

Signature:

Print Name:

Title:

Date: Click or tap to enter a date.

For U.S. Bank Internal Use Only

Client Integration: Authorized signer is listed on TM Contract/Appendix B Yes Date: Verified by:

DocuSign Envelope ID: FF9D1FAD-6C8F-497A-A57B-5DB2FA22708E

4/21/2022 | 4:15 PM CDT

Bureau Director

Cheryl Edgington

Exhibit A

Authorized Uses of the Service

1. Authorized Uses of Response Data. Customer shall use the Service and Response Data subject to the terms and conditions of the Supplement, and solely for the purposes described below.

1.1.1 To validate the existence and status of an account and the associated Response Data in determining whether to accept or decline an Item as payment for goods or services;

1.1.2 As a factor in verifying, authorizing or guaranteeing a payment;

1.1.3 To cash an Item or provide cash back from a deposit or payment;

1.1.4 To decide whether to forward an Item for collection or represent it electronically; or

1.1.5 To determine whether to allow the account or application to be enrolled for use in connection with future transactions by validating that the account exists and/or is in good standing

1.1.6 To determine whether to accept or decline an Item as payment for goods or services by validating that the consumer presenting such Item is an authorized accountholder, user, or signatory of the account on which the Item is drawn;

1.1.7 To determine whether to accept or decline an Item as payment for goods or services by validating that the company name associated with such Item is the company name of the account on which such Item is drawn;

1.1.8 To determine whether to accept or decline an Item as funding for an account by validating that the consumer is an authorized accountholder, user, or signatory of the account used or to be used in connection with the funding;

1.1.9 To determine whether to transfer funds by validating that the consumer is an authorized accountholder, user, or signatory of the account used or to be used in connection with the transfer of funds;

1.1.10 To determine whether to allow the account to be enrolled for use in the connection with future transactions by validating that: (a) the consumer is an authorized accountholder, user, or signatory of the account; or (b) the company name is associated with the account.

1.2 For Customers that are regulated entities providing banking, insurance and/or investment products and services, the following are additional authorized uses of Response Data:

1.2.1.1 To determine whether to accept or decline an Item for payment of a credit card, line of credit or loan (including personal and small business loans and lines of credit, auto loans, home mortgages, home equity loans and lines of credit and student loans);

1.2.1.2 To delay or restrict the open to buy decision;

1.2.1.3 To validate the existence and status of a recipient account of an outbound payment transaction and the associated Response Data in determining whether to transfer funds to such recipient account;

1.2.1.4 To determine, as part of a fraud investigation resulting from a consumer filing an unauthorized transaction claim, whether the account exists and/or is in good standing; and

1.2.1.5 If the Customer determines that further investigation is necessary to mitigate risk based upon any of the following Response Data: Closed for Cause, Closed for Cause/Purged; Closed; Closed/Purged; Pending or Recently

Closed; Post No Debits; Account Overdraft Status; Return Account; or Stop Payment, or other materially similar responses.

1.2.1.6 Customer may also use Response Data for the following purposes:

1.2.1.6.1. As a factor in determining whether to close an existing account for a consumer or company;

1.2.1.6.2. As a factor in determining whether to monitor an existing account for a consumer or company; and

1.2.1.6.3. As a factor in determining whether to restrict or change existing account privileges for a consumer or company (including, but not limited to: (a) reducing the credit line for the account; (b) restricting account access;

and/or (c) modifying account debit/withdrawal limits).

1.2.1.6.4. To determine, as part of a fraud investigation resulting from a consumer filing an unauthorized transaction claim, whether the consumer is an authorized accountholder, user, or signatory of an account used in connection with the transfer of funds; and

1.2.1.6.5. To determine whether to process a check order by validating that: (a) the consumer is an authorized accountholder, user or signatory of the account; or (b) the company name is associated with the account; and (c) the address is associated with the account.

1.3 For Customers that are local, state or federal government agencies or their contractors, Response Data may be used only as follows; provided, however, such Customer may not refuse or decline a consumer or a company transaction or request based solely on such Response Data:

1.3.1.1 To determine if information provided by an individual or a company meets the National Institute of Standards and Technology (NIST) Level 2 and/or Level 3 identification and authentication requirements;

1.3.1.2 To validate the existence and status of an account and the associated Response Data, in determining whether to accept or decline an Item as payment for goods or services; and

1.3.1.3 To determine whether to allow the account or application to be enrolled for use in connection with future transactions by validating that the account exists and/or is in good standing.

1.3.1.4 To direct requests for account verifications to account holding organizations or entities;

1.3.1.5 To determine whether to transfer funds by validating that the consumer is an authorized accountholder, user, or signatory of the account used or to be used in connection with the transfer of funds; and

1.3.1.6 To determine whether to allow the account to be enrolled for use in connection with future transactions by validating that: (a) the consumer is an authorized accountholder, used or signatory of the account; or (b) the company name is associated with the account.

Exhibit B

Minimum Vetting Standards for Clients of Customer as Processors

All Clients of a Customer as Processor (where applicable) that receive a response to an inquiry where such response is comprised of or derived from, in whole or in part, Response Data provided by Early Warning must be vetted by Customer as Processor, at a minimum, to meet the requirements herein and in accordance with the procedures outlined below. For the purposes of these vetting requirements, User includes the parent company, affiliates and any DBA entity.

Customer as Processor must maintain:

1. Written procedures for User vetting that meet the minimum requirements outlined in this Exhibit B-under the section below titled “Minimum Vetting Requirements”.

2. Such written procedures must include a process for all of the following:

a. Completing each of the minimum requirements;

b. Ensuring Clients are not implemented to receive any response to an inquiry that is comprised of or derived from, in whole or in part, of Response Data prior to completion and clearance of the vetting process;

c. Timely review of all existing Clients;

d. Listing and/or documenting the vetting history for each User including dates and findings;

e. Escalation of any negative information found or any information that cannot be verified;

i. Must include a review by CEO or equivalent C-level employee of the Customer as Processor’s team and documentation of the results.

ii. Any approval of User following review under 2.e.i. must include a detailed justification.

f. Storage and review of hard copies and/or electronic copies of all evidence to support the vetting process for each requirement; and

g. Providing required information and/or documentation to Early Warning as part of an audit or review to support Customer as Processor’s vetting process.

New Customers:

Each new User must be vetted and pass each of the vetting requirements prior to the User receiving any response to an inquiry that is comprised of or derived from, in whole or in part, of Response Data and must be vetted annually thereafter.

Existing Customers:

Each existing User as of the date of the agreement to receive Response Data, receiving any response to an inquiry that is comprised of or derived from, in whole or in part, Response Data must be vetted within twelve (12) months of execution of the agreement, and annually thereafter, not to exceed twelve (12) months since the last vetting of the User.

Minimum Vetting Requirements:

1. Have a complete and documented understanding of the User’s business model and transaction process flow.

2. Confirm User has: a) a legitimate business need for a response to an inquiry where such response is comprised of or derived from, in whole or in part, Response Data provided by Early Warning; and b) permissible purpose for procurement of a consumer report in accordance with Section 604 of the Fair Credit Reporting Act (FCRA).

3. Verify that the type of business, products and/or services offered, and contact information that the User provided on the application or questionnaire coincides with information on the User website and is verified through other public resources.

4. Verify whether the address provided is a commercial or residential building by performing an onsite visit or appropriate Internet searches.

5. Verify the address and telephone number provided on the application is accurate by utilizing Internet searches such as Google, telephone white pages, Hoovers, Reference USA, etc., or request supporting documentation such as a copy of a current lease and/or telephone bill in the User’s name.

6. Verify the User is active and in good standing in its state of incorporation or state of licensing by searching the state’s website (e.g., Secretary of State or State Corporation Division) or obtain a certificate of good standing.

7. Verify whether the User is the subject of an FTC or CFPB action or case by searching the FTC and CFPB websites for the business name and the names of all owners, principals, officers and directors.

8. Conduct an OFAC search for the business name and the names of all owners, principals, officers and directors.

9. Conduct a Better Business Bureau search for the business name.

10. Conduct Internet searches such as a Google search for the business name and the names of all owners, principals, officers and directors for any negative information.

11. Conduct a search of the State Attorney General’s website in the User’s state of incorporation and state(s) of licensing to verify whether the business and/or any owner, principal, officer or director is subject to state action or cases.

12. Document and implement a process for handling items that cannot be verified or validated or where negative information is found, including without limitation the escalation procedures described in this Exhibit B.

13. Maintain a User specific checklist (signed and dated) indicating each of the verification steps were completed, document all findings and keep copies of all associated back up documentation.

14. Each prospect or new User must be vetted and pass the vetting criteria prior to the implementation of the User.

15. All existing Clients must be vetted and pass the vetting criteria on, at least, an annual basis, not to exceed twelve (12) months since the last vetting of the User was completed.

Note: Non-U.S. customers must go through a similar vetting process to meet the minimum vetting requirements and must be verified with the appropriate agencies of the country in which the company is doing business. Customer is responsible for compliance with any privacy laws, export laws and any other applicable laws and regulations relating to the transmission of data from and/or to such countries. Customer is further responsible for ensuring that its employees, agents, contractors, customers, and any other individuals or entities it exposes to responses comprised of or derived from, in whole or in part, Response Data provided by Early Warning are not on any U.S. Restricted Party Lists1 and not from U.S. sanctioned destinations2.

1 “U.S. Restricted Party Lists” include Denied Persons Lists, the Unverified List, the Entity List, the Specially Designated Nationals

List, the Debarred List, and the Nonproliferation Sanctions administered by the U.S. Department of Commerce, U.S. Department of Treasury, and U.S. Department of State.

2 “U.S. sanctioned destinations” means entities and individuals who are incorporated in or nationals of countries upon which the

U.S. Department of Commerce and the U.S. Department of Treasury have placed trade restrictions.

Exhibit C

NOTICE TO USERS OF CONSUMER REPORTS:

OBLIGATIONS OF USERS UNDER THE FCRA

The Fair Credit Reporting Act (FCRA), 15 U.S.C. 1681–1681y, requires that this notice be provided to inform users of consumer reports of their legal obligations. State law may impose additional requirements.

The text of the FCRA is set forth in full at the Consumer Financial Protection Bureau’s (CFPB) website at www.consumerfinance.gov/learnmore. At the end of this document is a list of United States Code citations for the FCRA. Other information about user duties is also available at the CFPB’s website. Users must consult the relevant provisions of the FCRA for details about their obligations under the FCRA.

The first section of this summary sets forth the responsibilities imposed by the FCRA on all users of consumer reports. The subsequent sections discuss the duties of users of reports that contain specific types of information, or that are used for certain purposes, and the legal consequences of violations. If you are a furnisher of information to a consumer reporting agency (CRA), you have additional obligations and will receive a separate notice from the CRA describing your duties as a furnisher.

I. OBLIGATIONS OF ALL USERS OF CONSUMER REPORTS

A. Users Must Have a Permissible Purpose

Congress has limited the use of consumer reports to protect consumers’ privacy. All users must have a permissible purpose under the FCRA to obtain a consumer report. Section 604 contains a list of the permissible purposes under the law. These are:

• As ordered by a court or a federal grand jury subpoena. Section 604(a)(1)

• As instructed by the consumer in writing. Section 604(a)(2)

• For the extension of credit as a result of an application from a consumer, or the review or collection of a consumer’s account. Section 604(a)(3)(A)

• For employment purposes, including hiring and promotion decisions, where the consumer has given written permission. Sections 604(a)(3)(B) and 604(b)

• For the underwriting of insurance as a result of an application from a consumer. Section 604(a)(3)(C)

• When there is a legitimate business need, in connection with a business transaction that is initiated by the consumer. Section 604(a)(3)(F)(i)

• To review a consumer’s account to determine whether the consumer continues to meet the terms of the account. Section 604(a)(3)(F)(ii)

• To determine a consumer’s eligibility for a license or other benefit granted by a governmental instrumentality required by law to consider an applicant’s financial responsibility or status.

Section 604(a)(3)(D)

• For use by a potential investor or servicer, or current insurer, in a valuation or assessment of the credit or prepayment risks associated with an existing credit obligation. Section 604(a)(3)(E)

• For use by state and local officials in connection with the determination of child support payments, or modifications and enforcement thereof. Sections 604(a)(4) and 604(a)(5)

In addition, creditors and insurers may obtain certain consumer report information for the purpose of making “prescreened” unsolicited offers of credit or insurance. Section 604(c). The particular obligations of users of “prescreened” information are described in Section VII below.

All users of consumer reports must comply with all applicable regulations. Information about applicable regulations currently in effect can be found at the Consumer Financial Protection

Bureau’s website, www.consumerfinance.gov/learnmore.

DocuSign Envelope ID: FF9D1FAD-6C8F-497A-A57B-5DB2FA22708E http://www.consumerfinance.gov/learnmore

B. Users Must Provide Certifications

Section 604(f) prohibits any person from obtaining a consumer report from a consumer reporting agency (CRA) unless the person has certified to the CRA the permissible purpose(s) for which the report is being obtained and certifies that the report will not be used for any other purpose.

C. Users Must Notify Consumers When Adverse Actions Are Taken

The term “adverse action” is defined very broadly by Section 603. “Adverse actions” include all business, credit, and employment actions affecting consumers that can be considered to have a negative impact as defined by Section 603(k) of the FCRA—such as denying or canceling credit or insurance, or denying employment or promotion. No adverse action occurs in a credit transaction where the creditor makes a counteroffer that is accepted by the consumer.

1. Adverse Actions Based on Information Obtained From a CRA

If a user takes any type of adverse action as defined by the FCRA that is based at least in part on information contained in a consumer report, Section 615(a) requires the user to notify the consumer. The notification may be done in writing, orally, or by electronic means. It must include the following:

• The name, address, and telephone number of the CRA (including a toll-free telephone number, if it is a nationwide CRA) that provided the report.

• A statement that the CRA did not make the adverse decision and is not able to explain why the decision was made.

• A statement setting forth the consumer’s right to obtain a free disclosure of the consumer’s file from the CRA if the consumer makes a request within 60 days.

• A statement setting forth the consumer’s right to dispute directly with the CRA the accuracy or completeness of any information provided by the CRA.

2. Adverse Actions Based on Information Obtained From Third Parties Who Are Not Consumer Reporting Agencies

If a person denies (or increases the charge for) credit for personal, family, or household purposes based either wholly or partly upon information from a person other than a CRA, and the information is the type of consumer information covered by the FCRA, Section 615(b)(1) requires that the user clearly and accurately disclose to the consumer his or her right to be told the nature of the information that was relied upon if the consumer makes a written request within 60 days of notification. The user must provide the disclosure within a reasonable period of time following the consumer’s written request.

3. Adverse Actions Based on Information Obtained From Affiliates

If a person takes an adverse action involving insurance, employment, or a credit transaction initiated by the consumer, based on information of the type covered by the FCRA, and this information was obtained from an entity affiliated with the user of the information by common ownership or control, Section 615(b)(2) requires the user to notify the consumer of the adverse action. The notice must inform the consumer that he or she may obtain a disclosure of the nature of the information relied upon by making a written request within 60 days of receiving the adverse action notice. If the consumer makes such a request, the user must disclose the nature of the information not later than 30 days after receiving the request. If consumer report information is shared among affiliates and then used for an adverse action, the user must make an adverse action disclosure as set forth in I.C.1 above.

D. Users Have Obligations When Fraud and Active Duty Military Alerts Are in Files

When a consumer has placed a fraud alert, including one relating to identity theft, or an active duty military alert with a nationwide consumer reporting agency as defined in Section 603(p) and resellers, Section 605A(h) imposes limitations on users of the reports obtained from the consumer reporting agency in certain circumstances, including the establishment of a new credit plan and the issuance of additional credit cards. For initial fraud alerts and active duty alerts, the user must have reasonable policies and procedures in place to form a belief that the user knows the identity of the applicant or contact the consumer at a telephone number specified by the consumer; in the case of extended fraud alerts, the user must contact the consumer in accordance with the contact information provided in the consumer’s alert.

E. Users Have Obligations When Notified of an Address Discrepancy

Section 605(h) requires nationwide CRAs, as defined in Section 603(p), to notify users that request reports when the address for a consumer provided by the user in requesting the report is substantially different from the address in the consumer’s file. When this occurs, users must comply with regulations specifying the procedures to be followed. Federal regulations are available at http://www.consumerfinance.gov/learnmore.

F. Users Have Obligations When Disposing of Records

Section 628 requires that all users of consumer report information have in place procedures to properly dispose of records containing this information. Federal regulations have been issued that cover disposal.

II. CREDITORS MUST MAKE ADDITIONAL DISCLOSURES

If a person uses a consumer report in connection with an application for, or a grant, extension, or provision of, credit to a consumer on material terms that are materially less favorable than the most favorable terms available to a substantial proportion of consumers from or through that person, based in whole or in part on a consumer report, the person must provide a risk-based pricing notice to the consumer in accordance with regulations prescribed by the CFPB.

Section 609(g) requires a disclosure by all persons that make or arrange loans secured by residential real property (one to four units) and that use credit scores. These persons must provide credit scores and other information about credit scores to applicants, including the disclosure set forth in Section 609(g)(1)(D) (’’Notice to the Home Loan Applicant’’).

III. OBLIGATIONS OF USERS WHEN CONSUMER REPORTS ARE OBTAINED FOR EMPLOYMENT

PURPOSES

A. Employment Other Than in the Trucking Industry

If information from a CRA is used for employment purposes, the user has specific duties, which are set forth in Section 604(b) of the FCRA. The user must:

• Make a clear and conspicuous written disclosure to the consumer before the report is obtained, in a document that consists solely of the disclosure, that a consumer report may be obtained.

• Obtain from the consumer prior written authorization. Authorization to access reports during the term of employment may be obtained at the time of employment.

• Certify to the CRA that the above steps have been followed, that the information being obtained will not be used in violation of any federal or state equal opportunity law or regulation, and that, if any adverse action is to be taken based on the consumer report, a copy of the report and a summary of the consumer’s rights will be provided to the consumer.

• Before taking an adverse action, the user must provide a copy of the report to the consumer as well as the summary of consumer’s rights. (The user should receive this summary from the CRA.) A Section 615(a) adverse action notice should be sent after the adverse action is taken.

An adverse action notice also is required in employment situations if credit information (other than transactions and experience data) obtained from an affiliate is used to deny employment. Section 615(b)(2)

The procedures for investigative consumer reports and employee misconduct investigations are set forth below.

B. Employment in the Trucking Industry

Special rules apply for truck drivers where the only interaction between the consumer and the potential employer is by mail, telephone, or computer. In this case, the consumer may provide consent orally or electronically, and an adverse action may be made orally, in writing, or electronically. The consumer may obtain a copy of any report relied upon by the trucking company by contacting the company.

IV. OBLIGATIONS WHEN INVESTIGATIVE CONSUMER REPORTS ARE USED

Investigative consumer reports are a special type of consumer report in which information about a consumer’s character, general reputation, personal characteristics, and mode of living is obtained through personal interviews by an entity or person that is a consumer reporting agency. Consumers who are the subjects of such reports are given special rights under the FCRA. If a user intends to obtain an investigative consumer report, Section 606 requires the following:

• The user must disclose to the consumer that an investigative consumer report may be obtained.

This must be done in a written disclosure that is mailed, or otherwise delivered, to the consumer at some time before or not later than three days after the date on which the report was first requested. The disclosure must include a statement informing the consumer of his or her right to request additional disclosures of the nature and scope of the investigation as described below, and the summary of consumer rights required by Section 609 of the FCRA. (The summary of consumer rights will be provided by the CRA that conducts the investigation.)

• The user must certify to the CRA that the disclosures set forth above have been made and that the user will make the disclosure described below.

• Upon the written request of a consumer made within a reasonable period of time after the disclosures required above, the user must make a complete disclosure of the nature and scope of the investigation. This must be made in a written statement that is mailed, or otherwise delivered, to the consumer no later than five days after the date on which the request was received from the consumer or the report was first requested, whichever is later in time.

V. SPECIAL PROCEDURES FOR EMPLOYEE INVESTIGATIONS

Section 603(x) provides special procedures for investigations of suspected misconduct by an employee or for compliance with federal, state or local laws and regulations or the rules of a self-regulatory organization, and compliance with written policies of the employer. These investigations are not treated as consumer reports so long as the employer or its agent complies with the procedures set forth in Section 603(x), and a summary describing the nature and scope of the inquiry is made to the employee if an adverse action is taken based on the investigation.

VI. OBLIGATIONS OF USERS OF MEDICAL INFORMATION

Section 604(g) limits the use of medical information obtained from consumer reporting agencies (other than payment information that appears in a coded form that does not identify the medical provider).

If the information is to be used for an insurance transaction, the consumer must give consent to the user of the report or the information must be coded. If the report is to be used for employment purposes - or in connection with a credit transaction (except as provided in federal regulations) - the consumer must provide specific written consent and the medical information must be relevant. Any user who receives medical information shall not disclose the information to any other person (except where necessary to carry out the purpose for which the information was disclosed, or as permitted by statute, regulation, or order).

VII. OBLIGATIONS OF USERS OF ‘‘PRESCREENED’’ LISTS

The FCRA permits creditors and insurers to obtain limited consumer report information for use in connection with unsolicited offers of credit or insurance under certain circumstances. Sections 603(l), 604(c), 604(e), and 615(d). This practice is known as ‘‘prescreening’’ and typically involves obtaining from a CRA a list of consumers who meet certain pre-established criteria. If any person intends to use prescreened lists, that person must (1) before the offer is made, establish the criteria that will be relied upon to make the offer and to grant credit or insurance, and (2) maintain such criteria on file for a three-year period beginning on the date on which the offer is made to each consumer. In addition, any user must provide with each written solicitation a clear and conspicuous statement that:

• Information contained in a consumer’s CRA file was used in connection with the transaction.

• The consumer received the offer because he or she satisfied the criteria for credit worthiness or insurability used to screen for the offer.

• Credit or insurance may not be extended if, after the consumer responds, it is determined that the consumer does not meet the criteria used for screening or any applicable criteria bearing on credit worthiness or insurability, or the consumer does not furnish required collateral.

• The consumer may prohibit the use of information in his or her file in connection with future prescreened offers of credit or insurance by contacting the notification system established by the CRA that provided the report. The statement must include the address and toll-free telephone number of the appropriate notification system.

In addition, the CFPB has established the format, type size, and manner of the disclosure required by Section 615(d), with which users must comply. The relevant regulation is 12 CFR 1022.54.

VIII. OBLIGATIONS OF RESELLERS

A. Disclosure and Certification Requirements

Section 607(e) requires any person who obtains a consumer report for resale to take the following steps:

• Disclose the identity of the end-user to the source CRA.

• Identify to the source CRA each permissible purpose for which the report will be furnished to the end-user.

• Establish and follow reasonable procedures to ensure that reports are resold only for…