IHDA_ Airbo SPA _ DPA.pdf

326208060.5

Service Provider Agreement

Illinois Housing Development Authority 111 East Wacker Drive, Suite 1000 Chicago, Illinois 60601 Attn: Karri Kartes (kkartes@ihda.org)

H Engage, Inc.

25410 1/2 Malibu Rd, Malibu CA 90265 Attn: Kate Bernier Email: kate@airbo.com

1. Definitions. Capitalized terms used in this Agreement without being otherwise defined herein shall have the following meanings:

(a) “Customer Content” means all content and/or any HTML links to such content to be provided by Customer or its authorized third parties for display on the Customer-specific Site and in emails and/or text messages from Vendor to Users during the Term. By providing any Customer Content, Customer warrants and represents that it has all the rights necessary for the intended use of the Customer Content as stated later in the Agreement.

(b) “Customer Specific Site” means, collectively, (i) the private website and (ii) any other web portal developed by Vendor or Customer, in each case for use by Users during the Term, that incorporates Vendor Technology and that has been developed or customized by Vendor specifically for Customer during the Term, and any Revisions and Derivative Works thereof.

(c) “Derivative Works” means (i) any software, work product, improvement, modification, alteration, enhancement, new version, update, localization, upgrade, port, translation, design or documentation, in any medium, format or form whatsoever, that is derived in any manner, directly or indirectly, from the identified software or any part or aspect thereof, or that uses or incorporates such software or any part or aspect thereof;

(ii) all derivative works of such software as defined in the Copyright Law of the United States, Title 17 U.S.C. §101 et seq., (iii) all materials and documentation related to the foregoing and (iv) all Intellectual Property Rights related to the foregoing.

(d) “Intellectual Property Rights” means the worldwide intangible legal rights or interests evidenced by or embodied in (i) any idea, design, concept, method, process, technique, apparatus, invention, discovery, or improvement, including any patents, patent applications, trade secrets, and know-how; (ii) any work of authorship, including any copyrights, industrial designs, registration or moral rights recognized by law, (iii) any trademarks, trade names, trade dress and associated goodwill, and

(iv) any other proprietary technology or material in which similar rights exist.

(e) “Interactive User Data” means any User interactions that pass utilizing the Vendor System.

(f) “Project” shall mean the specific deployment of Vendor Technology in a project deployed by Vendor for Customer, as set forth in the Purchase Order, attached hereto as Exhibit B and incorporated herein by reference.

(g) “Revision” means any correction, modification, improvement, enhancement, update, upgrade, new version, or new release of the Vendor Technology that is developed and made available by Vendor in its sole discretion. All Revisions automatically become part of the Vendor Technology.

(h) “Service(s)” means the specific service(s) provided by either of Vendor or Customer as described in Section 3 hereof.

(i) “User” means any person designated by Customer to be granted access to the Vendor System as permitted by this Agreement.

(j) “Vendor” shall mean H Engage, Inc., d/b/a “Airbo”.

(k) “Vendor Content” means all content, including, but not limited to, images or other audio-visual materials, which are created by or licensed to Vendor by third parties and/or any HTML links to such content owned and/or controlled by Vendor, which Vendor may make available to Customer for display on the Customer-specific Site and in emails and/or text messages from Vendor on behalf of Customer to Users during the Term.

(l) “Vendor System” means that proprietary system that Vendor owned and controlled in whole by Vendor, which such Vendor System displays content from Vendor (including without limitation any game, other interactive social network, or other feature with Users) deployed on the Customer-specific Site, into which Vendor’s Technology is embedded.

(m) “Vendor’s Technology” means the Vendor System and any Derivative Works thereof and Revisions thereto.

2. No Assignment of Rights In or To Vendor’s Technology. Notwithstanding any right granted to Customer to engage in any authorized use of the Vendor’s Technology, solely as set forth herein, no right, title or interest in or to any portion of the Vendor’s Technology is granted to Customer in connection with the Project.

3. Limited License for Vendor Content. Vendor hereby grants Customer a limited license to display Vendor

Doc ID: e3dc83765209c93b4932764dc44510e9d983b186

Content solely in connection with the Customer-specific Site and in emails/and or text messages created to be sent to Users, as contemplated by the parties hereunder.

Vendor represents and warrants that it owns or has all rights necessary in and to the Vendor Content, and that to its knowledge, none of the Vendor Content infringes the rights of any third party. Customer acknowledges and agrees that, except for the representations expressly set forth herein in the immediately preceding sentence, Vendor makes no representations or warranties to Customer, any User, or any third party including, but not limited to, as to the accuracy or fitness for a particular purpose with respect to the information contained in any Vendor Content (the “Information”), the permitted use of any of the Information contained in any Vendor Content or the laws, regulations and rules applicable to the subject matter of the Information or the compliance of the Information therewith, and any Vendor Content is used on an "as is" basis. Neither customer, nor any third party, shall have any recourse against Vendor in the event of any errors in the Information or omissions therefrom.

Customer’s use of the Information is based solely on Customer’s own independent investigation and inspection of the Information and not in reliance on any information provided by Vendor, except for the representations expressly set forth herein. Customer expressly disclaims any intent to rely on any Information or materials related thereto provided by Vendor and agrees that, except for the representations expressly set forth herein, Customer shall rely on its own independently developed and verified information in connection with any use of the Vendor Content as permitted hereunder.

4. Services.

(a) Hosting Services. The Vendor System will be hosted by Vendor. Vendor shall provide access and permission to Customer in order that Customer can provide access and permit Users to use the Vendor System, as contemplated herein and in Vendor’s standard Terms of Use that will be a part of the Customer Specific Site.

Vendor agrees to use commercially reasonable efforts to ensure that the Vendor System will be accessible to Users and Customer, except that the Hosting Services shall not be accessible (i) during the performance of routine, regularly scheduled maintenance services, (ii) during the performance of unscheduled maintenance services determined by Vendor to be necessary or appropriate, and (iii) during the performance of emergency maintenance services. Without in any way limiting the foregoing, Customer acknowledges that service may be interrupted by unscheduled repairs or causes beyond the reasonable control of Vendor or that are not reasonably foreseeable by Vendor, including without limitation technology interruption or failure of telecommunications or digital transmission links and Internet slow-downs or failures.

(b) Vendor Support Services. During the Term (as defined in Section 11 below), Vendor shall provide reasonable support services, which shall include Vendor’s use of its commercially reasonable efforts to (i) replicate and correct errors in the then-current version of the Vendor System, and (ii) provide Users with reasonable support for the Vendor System. Vendor shall use commercially reasonable efforts to diagnose and correct documented problems reported by Users in using the Vendor System. However, under no circumstances does Vendor warrant or represent that all problems can or will be corrected or that the Vendor Technology will be error free. Any on-site support services that Customer may request are not a part of this Agreement, and must be agreed upon by both parties.

(c) Customer Content. Customer shall provide any Customer Content that it desires used in the Project, as mutually agreed by the parties. Customer represents and warrants that it owns or has all rights necessary for the intended use of the Customer Content, and that to its knowledge, none of the Customer Content infringes the rights of any third party. Customer hereby grants Vendor a limited license to (i) embed game mechanics in Customer Content, as contemplated by the parties, and

(ii) disseminate Customer Content to the Users via email, text message, and/or on the Customer Specific Site.

5. Payment.

(a) Fees and Payment Terms. Customer shall pay all fees according to the prices and terms and at such intervals as set forth in the Purchase Order. All payments shall be made in the United States in U.S. dollars.

(b) Late Payments. Late payment charges, if any, shall not exceed the formula established in the Illinois Prompt Payment Act, 30 ILCS 540/ et seq and implementing rules, 74 III. Adm Code 900. This shall be Vendor’s sole remedy for late payments by Customer.

(c) Taxes. All fees charged hereunder are exclusive of all taxes and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of the Vendor System, Services and/or any other obligation owing from one party to the other hereunder. Except for taxes based on income, each party shall be responsible for and will pay in full all taxes and similar fees imposed on transactions in which it receives products or services.

6. Confidential Information.

(a) Nondisclosure of Confidential Information. Each party acknowledges that it may have access to certain confidential information of the other party concerning the other party's business, plans, customers, technology, and products, and other information held in confidence by the other party (“Confidential Information”). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should reasonably be considered confidential.

Confidential Information will also include, but not be limited to, Vendor Technology, Vendor Content, and the terms and conditions contained herein. Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by applicable law, legal process or government regulation or to that party’s attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information and will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own Confidential Information. Customer shall not, directly or indirectly, reverse engineer, decompile or disassemble any Vendor Technology or otherwise attempt to derive source code or other trade secrets from Vendor.

(b) Exceptions. Information will not be deemed Confidential Information hereunder if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party by personnel without access to the Confidential Information. The receiving party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.

7. Intellectual Property.

(a) General Ownership. This Agreement shall not serve to transfer (i) from Vendor to Customer the Vendor’s Technology, any other technology, or the Vendor Content, and all right, title and interest in and to the Vendor’s Technology, any other technology, and the Vendor Content (to the extent of Vendor’s interest therein) will remain solely with Vendor (as applicable), or (ii) from Customer to Vendor any Customer Content, and all right, title and interest in and to the Customer Content will remain solely with Customer.

(b) Interactive User Data. Vendor shall have the right to all aggregate information about the use of the Vendor Technology, Vendor Content and Services, including without limitation the aggregate number of Users and data regarding use of the Vendor System by Users. Vendor shall provide Customer with a copy of any aggregate analytic information it compiles regarding the Project. In no event will either Party be entitled to disclose such information in a manner from which the individual identity or information of any User may become known. Neither party shall send unsolicited commercial messages or communications in any form (“SPAM”) to any User who has requested not to receive such messages.

(c) General Skills and Knowledge. Notwithstanding anything to the contrary in this Agreement, Vendor will not be prohibited or enjoined at any time by Customer from utilizing any skills or knowledge not comprising Confidential Information of Customer acquired during the course of providing the Services, including without limitation information publicly known or available or that could reasonably be acquired in similar work performed for another customer of Vendor. To the extent proprietary or confidential, all such information developed during the Term shall be deemed owned by Vendor.

8. Warranties. The Vendor’s Technology, the Vendor Content, and the Services are provided on an "AS IS" basis, and Customer's use of the Vendor System, Vendor Content, and the Services on behalf of its Users are at its and their own risk. VENDOR DOES NOT MAKE, AND

HEREBY DISCLAIMS, ANY AND ALL OTHER

EXPRESS AND/OR IMPLIED WARRANTIES,

INCLUDING WITHOUT LIMITATION WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, AND ANY WARRANTIES ARISING FROM A

COURSE OF DEALING, USAGE, OR TRADE

PRACTICE. WITHOUT LIMITING THE GENERALITY

OF THE FOREGOING, VENDOR DOES NOT

WARRANT THAT THE VENDOR SYSTEM, VENDOR

CONTENT, OR SERVICES WILL MEET ALL OF

CUSTOMER’S REQUIREMENTS OR THAT THE

OPERATION OF THE VENDOR SYSTEM, VENDOR

CONTENT, OR SERVICES WILL BE

UNINTERRUPTED, ERROR-FREE, OR COMPLETELY

SECURE. No employee, agent, dealer, or reseller is authorized to make any warranty on Vendor’s behalf.

9. Limitations of Liability.

(a) General. Vendor’s liability to Customer for any cause, regardless of the form of legal action, whether in contract or in tort, including without limitation negligence, shall in no event exceed the total amount paid by Customer to Vendor pursuant to this Agreement. This subsection (a) shall not apply to Vendor’s indemnification obligations under the Agreement, a breach of Vendor’s confidentiality obligations, or the fraud, willful misconduct, or gross negligence of Vendor.

(b) Consequential Damages Waiver. IN NO EVENT

WILL EITHER PARTY BE LIABLE OR RESPONSIBLE

TO THE OTHER FOR ANY TYPE OF INCIDENTAL,

PUNITIVE, INDIRECT OR CONSEQUENTIAL

DAMAGES, INCLUDING WITHOUT LIMITATION, LOST

REVENUE, LOST PROFITS, REPLACEMENT GOODS,

LOSS OF TECHNOLOGY, RIGHTS OR SERVICES,

LOSS OF DATA, OR INTERRUPTION OR LOSS OF

USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES,

WHETHER ARISING UNDER THEORY OF CONTRACT,

TORT (INCLUDING WITHOUT LIMITATION

NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

10. Indemnification.

(a) General Indemnification. Except as set forth in the Data Privacy Addendum, attached hereto as Exhibit A and incorporated herein by reference, each party hereto, as applicable, shall defend, indemnify and hold the other party and its stockholders, directors, officers, employees, agents and representatives (individually and collectively, the “Indemnified Party”) harmless from and against any and all disputes, demands, claims, actions, proceedings or suits (each, a “Claim”) brought by any third party against any Indemnified Party alleging that any Vendor Content or Customer Content, as applicable, is defamatory or infringes a right of publicity, privacy or proprietary rights of any third party; and will pay any costs and expenses (including without limitation reasonable attorneys’ fees) incurred by the Indemnified Party prior to the time at which such Indemnified Party is required to give written notice of such Claim as provided below, and all costs, settlements, or judgments finally awarded (collectively, “Damages”) related thereto.

(b) Infringement Indemnification. If Customer's use of any part of the Vendor’s Technology or Vendor Content is prohibited or threatened to be prohibited, or if Vendor reasonably believes that there is a likelihood of a claim of infringement, Vendor may, at its option and expense, (i) procure for Customer the right to continue to use such Vendor’s Technology or Vendor Content, (ii) modify or replace such Vendor’s Technology or Vendor Content so as to render the same non-infringing while providing substantially equivalent functionality, or if neither (i) nor

(ii) are practicable, (iii) terminate Customer's rights under this Agreement with respect to such Vendor’s Technology or Vendor Content subject to such Claim. Except as set forth in this Section 10(b), Vendor shall have no obligation to Customer with respect to any infringement claim.

(c) Notice. Each party’s indemnification obligations hereunder shall be subject to (i) receiving prompt written notice from the other party of the existence of any Claim;

(ii) being able to, at its option, control the defense or settlement of any such Claim; (iii) permitting the indemnified party to participate in the defense of any Claim, at the indemnified party’s sole expense; and (iv) receiving full cooperation of the indemnified party in the defense thereof.

11. Term.

(a) Term. The term of this Agreement shall be as set forth in the Purchase Order (the “Term”).

(b) Early Termination. Either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within five (5) business days after receipt of written notice of the same; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or

(iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

(c) Effect of Termination. Upon the effective date of the termination or expiration of this Agreement:

i. Vendor shall immediately cease providing the Service(s);

ii. any and all rights in and to the Vendor’s Technology an any Vendor Content shall immediately terminate;

iii. any and all payment obligations of Customer under this Agreement incurred through the date of termination or expiration will immediately become due and payable; and

iv. within thirty (30) days after such termination or expiration, each party will return or destroy all Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal record keeping requirement.

(d) Survival. The following provisions will survive any expiration or termination of this Agreement: Sections 1, 5 (as to payments owed but not yet paid), 6 through 13, and the Data Privacy Addendum attached hereto as Exhibit A and incorporated herein by reference. Sections 6, 7, 10, and 11(a) will not survive.

12. Dispute Resolution.

(a) Mandatory Procedures. Intentionally omitted.

(b) Equitable Remedies. Either party may seek a preliminary injunction or other provisional equitable relief if, in its reasonable judgment, such action is necessary to avoid irreparable harm to itself or to preserve its rights under this Agreement.

13. Miscellaneous Provisions.

(a) Purchase Orders; Conflicts. A Purchase Order shall not create an obligation on the part of Vendor unless and until it is accepted by both parties. This Agreement shall govern over any conflicting term of a Purchase Order, unless the specific term in conflict is agreed to by Vendor in writing.

(b) No Third Party Beneficiaries. Vendor and Customer agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement, including without limitation any User.

(c) Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Illinois without regard to principles of conflicts of law, and the parties hereto specifically exclude this Agreement from any application of the United Nations Convention on the International Sale of Goods.

(d) Severability; Waiver. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

(e) Assignment. Neither party may assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other party, and any attempted assignment or delegation without such consent will be void, provided that either party may assign its rights and obligations hereunder (i) to any controlled subsidiary, (ii) to any entity that is the survivor of a merger of such party with or into such other entity, or (iii) to any acquirer of all or substantially all of the stock or assets of such party. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

(f) Notice. All notices required or permitted hereunder shall be in writing and shall, except as otherwise permitted herein, be sent by (i) personal delivery, (ii) first class certified or registered mail, postage prepaid, (iii) a reputable nationwide overnight courier service prepaid, or

(iv) facsimile with confirmed answerback. Notices shall be effective upon the business day of receipt. No change of address shall be binding upon the other party hereto until written notice thereof is received by such party at the address first set forth above.

(g) Relationship of Parties. Vendor and Customer are independent contractors and this Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between Vendor and Customer. Neither Vendor nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

(h) Entire Agreement. This Agreement including the Data Privacy Addendum attached hereto as Exhibit A and incorporated herein by reference, and each Purchase Order attached hereto as Exhibit B and incorporated herein by reference, constitute the complete and exclusive agreement between the parties (the “Agreement”) with respect to the subject matter hereof and thereof, respectively, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement will also include Illinois State’s standard documents.

(i) Amendments; Waivers. The Agreement may be amended, and any provision herein waived, only by a written document signed by authorized representatives of Vendor and Customer.

(j) Counterparts. This Agreement may be signed in any number of counterparts, each such counterpart being deemed to be an original instrument, but all of which shall constitute one document. Delivery of a signed counterpart of a signature page to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

[Signature Page Follows.]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered as of the date set forth in the Purchase Order.

H Engage, Inc.

By______________________________ An Authorized Signatory

Illinois Housing Development Authority

By______________________________ An Authorized Signatory

Exhibit A

DATA PRIVACY ADDENDUM

THIS DATA PRIVACY ADDENDUM (this “Addendum”) is entered into by and between H Engage, Inc., a Massachusetts corporation, including its subsidiaries, affiliated entities, successors and permitted assigns (“H Engage”) and Illinois Housing Development Authority, a body politic and corporate of the State of Illinois, including its subsidiaries, affiliated entities, successors and permitted assigns (“Customer”) (each a “Party” and collectively the “Parties”).

RECITALS

This Addendum is supplemental to and incorporated by reference into the Agreement. In the event of any inconsistency between the provisions of this Addendum and the Agreement, the provisions of this Addendum shall control. Except as set forth herein, all provisions of the Agreement remain in full force and effect.

NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

AGREEMENT

1. DEFINITIONS. The following terms as used in this Addendum shall have the following meanings, unless otherwise specified.

“Business”, “Business Purpose(s)”, “Consumer(s)”, “Personal Information”, “Person(s)”, “Process” (and other variations thereof), “Sale” (including “Sell” and other variations thereof), “Verifiable Consumer Request(s)” and “Service Provider” shall have the meanings given to those terms in the CCPA.

“CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., and the related regulations, as amended from time to time.

“Covered Personal Information” means any Personal Information disclosed to H Engage pursuant to the Agreement, including, but not limited to, Personal Information provided by a Consumer, by Customer, or collected by H Engage on behalf of Customer.

“Damages” means costs, liabilities, demands, claims, suits, actions, damages, fines, penalties, taxes, interest, losses, injuries, restitution or other liabilities or remedies, at law or in equity, whether pursuant to contract or otherwise (including arising in tort, by statute or other grounds), lawsuits, arbitrations, administrative proceedings, regulatory proceedings, other adversarial proceedings, judgments and expenses (whether incurred by the Parties, third parties or otherwise), including attorneys’ fees and legal costs of any kind and nature whatsoever.

“H Engage’s Indemnified Parties” means each of (a) H Engage and all current and future business entities that directly or indirectly control, are controlled by or are under common control with H Engage; (b) the respective agents, officers, directors, employees, representatives and contractors of H Engage and of those Persons referenced in the preceding clause (a); and (c) the respective successors and assigns of any of the foregoing.

“Regulatory or Civil Action” means any regulatory action, inspection, inquiry or correspondence, or any civil action or potential action that relates to the Covered Personal Information and in which either Customer or H Engage is named.

2. RELATIONSHIP

2.1 Relationship of the Parties. H Engage’s relationship to Customer is as a Service Provider.

For purposes of clarity, Customer shall have the exclusive authority to determine the purposes for and means of Processing any and all of the Covered Personal Information disclosed to H Engage.

2.2 Transfer of Personal Information. H Engage shall not provide to Customer either monetary or other valuable consideration in exchange for the Covered Personal Information and, therefore, H Engage’s receipt of the Covered Personal Information does not constitute a Sale.

3. REPRESENTATIONS AND WARRANTIES. H Engage represents and warrants that it does not Process any Personal Information on behalf of Customer and/or as Customer’s Service Provider other than the Covered Personal Information.

4. PARTIES’ OBLIGATIONS.

4.1 H Engage’s Limitation on Sale and Use. H Engage hereby certifies, represents, warrants and covenants that it does not and shall not Sell the Covered Personal Information or otherwise collect, retain, use or disclose the Covered Personal Information for any purpose other than such Business Purposes as provided for in the Agreement. Notwithstanding anything to the contrary contained herein, H Engage may retain, use or disclose the Covered Personal Information for the following purposes pursuant to the CCPA: (i) to process or maintain Personal Information on behalf of Customer in compliance with this Addendum; (ii) to retain and employ a Service Provider as a subcontractor, where the subcontractor meets the requirements for a Service Provider under the CCPA; (iii) for internal use by H Engage to build or improve the quality of its services, provided that the use does not include building or modifying household or consumer profiles to use in providing services to another Business or correcting or augmenting data acquired from another source; (iv) to detect data security incidents, or protect against fraudulent or illegal activity; or (v) for the purposes enumerated in Cal. Civ. Code section 1798.145, subdivision (a)(1) through (4). H Engage shall not retain, use or disclose the Covered Personal Information outside the direct business relationship between H Engage and Customer or the above purposes.

4.2 H Engage may not sell any Covered Personal Health Information without the prior written consent of Customer. If pursuant to the Business Purpose H Engage sells the Covered Personal Information on behalf of Customer, then, upon receipt of written notification by Customer, H Engage shall cease any such Sales as specified in the notice.

4.3 Verifiable Consumer Requests Sent to Customer. Customer shall provide H Engage with written notification of any and all Verifiable Consumer Requests sent to Customer regarding the Covered Personal Information and that require action from H Engage, as soon as reasonably possible and with enough time for H Engage to reasonably review, evaluate and formulate a response to such Verifiable Consumer Requests. It shall be Customer’s obligation, not H Engage’s, to finalize any and all responses to such requests and convey those responses to the Consumer making the requests.

4.4 Verifiable Consumer Requests Sent to H Engage. H Engage reserves the right to respond to Verifiable Consumer Requests sent to H Engage regarding the Covered Personal Information, as may be consistent with H Engage’s obligations under the CCPA and any other applicable laws in connection with the Covered Personal Information. H Engage shall forward any such requests to Customer as soon as reasonably possible. H Engage shall respond to such requests with the following notice:

“Your request cannot be acted upon because the request has been sent to H Engage, which is processing your personal information as a service provider on behalf of another company.”

4.5 Obligations Relating to Data Protection Laws. Intentionally omitted.

4.6 Compliance with CCPA and Data Protection Laws. H Engage hereby represents, warrants and covenants that it shall comply at all times with this Addendum, the CCPA and any other applicable laws in connection with the Covered Personal Information.

5. CERTIFICATION

5.1 H Engage hereby certifies that it understands the restrictions in Section 1798.140(w)(2)(A) of the CCPA, as set forth in Section 4.1 above, and will comply with them.

6. SECURITY MEASURES

6.1 Security Measures. H Engage has implemented and maintains reasonable security measures, procedures and practices appropriate to the nature of the Covered Personal Information and as required by the CCPA and any other applicable laws in connection with the Covered Personal Information (“Security Measures”) to protect such information from unauthorized access, destruction, use, modification or disclosure (each, a “Security Incident”). H Engage shall indemnify, defend and hold harmless IHDA from and against any and all Damages arising out of or relating to a Security Incident or for H Engage’s failure to implement and maintain reasonable Security Measures.

6.2 Security Incidents. In addition to any breach notification obligations in the Agreement, H Engage shall promptly notify Customer upon becoming aware of any Security Incident and promptly take all necessary measures and actions and keep Customer informed of all material developments. H Engage shall promptly take all measures and actions necessary to remedy or mitigate the effects of the Security Incident and shall keep Customer informed of all material developments in relation thereto.

7. INDEMNIFICATION/LIABILITY

7.1 Intentionally omitted

8. MISCELLANEOUS

8.1 Additional Documents and Cooperation. Customer agrees to execute, assist and cooperate with any additional documents or actions required by a Regulatory or Civil Action that H Engage may reasonably require to fully effectuate and carry out the intent and purposes of this Addendum. Without limiting the foregoing, in the event that Customer receives notice of a Regulatory or Civil Action, Customer shall, to the extent not prohibited by applicable law or any regulatory authority or civil action: (a) promptly notify H Engage in writing of the Regulatory or Civil Action; (b) if requested, provide H Engage with copies of documents relating to the Regulatory or Civil Action; (c) not refer to H Engage in any correspondence or other response to the Regulatory or Civil Action without H Engage’s prior written consent; (d) not disclose any confidential information of H Engage to the applicable authority without H Engage’s prior written consent; and (e) if practicable, permit a representative of H Engage to attend any relevant inspections or proceedings. Customer shall take all other measures necessary to respond to or otherwise address the Regulatory or Civil Action adequately and in a timely manner.

EXHIBIT B

Purchase Order

[Attached.]

STATE OF ILLINOIS

STANDARD CERTIFICATIONS

Vendor acknowledges and agrees that compliance with this subsection in its entirety for the term of the contract and any renewals is a material requirement and condition of this contract. By executing this contract Vendor certifies compliance with this subsection in its entirety, and is under a continuing obligation to remain in compliance and report any non-compliance.

This subsection, in its entirety, applies to subcontractors used on this contract. Vendor shall include these Standard

Certifications in any subcontract used in the performance of the contract using the Standard Certification form provided by the State.

If this contract extends over multiple fiscal years, including the initial term and all renewals, Vendor and its subcontractors shall confirm compliance with this section in the manner and format determined by the State by the date specified by the

State and in no event later than July 1 of each year that this contract remains in effect.

If the Parties determine that any certification in this section is not applicable to this contract it may be stricken without affecting the remaining subsections.

1. As part of each certification, Vendor acknowledges and agrees that should Vendor or its subcontractors provide false information, or fail to be or remain in compliance with the Standard Certification requirements, one or more of the following sanctions will apply:

• the contract may be void by operation of law,

• the State may void the contract, and

• the Vendor and it subcontractors may be subject to one or more of the following: suspension, debarment, denial of payment, civil fine, or criminal penalty.

Identifying a sanction or failing to identify a sanction in relation to any of the specific certifications does not waive imposition of other sanctions or preclude application of sanctions not specifically identified.

2. Vendor certifies it and its employees will comply with applicable provisions of the United States Civil Rights Act, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act, and applicable rules in performance of this contract.

3. Vendor, if an individual, sole proprietor, partner or an individual as member of a LLC, certifies he/she is not in default on an educational loan. 5 ILCS 385/3.

4. Vendor, if an individual, sole proprietor, partner or an individual as member of a LLC, certifies it he/she has not received (i) an early retirement incentive prior to 1993 under Section 14-108.3 or 16-133.3 of the Illinois Pension Code or (ii) an early retirement incentive on or after 2002 under Section 14-108.3 or 16-133.3 of the Illinois Pension Code. 30 ILCS 105/15a; 40 ILCS 5/14-108.3; 40 ILCS 5/16-133.

5. Vendor certifies that it is a legal entity authorized to do business in Illinois prior to submission of a bid, offer, or proposal. 30 ILCS 500/1-15.80, 20-43.

State of Illinois Chief Procurement Office General Services 1 Standard Certifications V.18.1

State of Illinois Chief Procurement Office General Services

V.18.1

6. To the extent there was a current Vendor providing the services covered by this contract and the employees of that Vendor who provided those services are covered by a collective bargaining agreement, Vendor certifies (i) that it will offer to assume the collective bargaining obligations of the prior employer, including any existing collective bargaining agreement with the bargaining representative of any existing collective bargaining unit or units performing substantially similar work to the services covered by the contract subject to its bid or offer; and

(ii) that it shall offer employment to all employees currently employed in any existing bargaining unit who perform substantially similar work to the work that will be performed pursuant to this contract. This does not apply to heating, air conditioning, plumbing and electrical service contracts. 30 ILCS 500/25-80.

7. Vendor certifies it has neither been convicted of bribing or attempting to bribe an officer or employee of the State of Illinois or any other State, nor made an admission of guilt of such conduct that is a matter of record. 30 ILCS 500/50-5.

8. If Vendor has been convicted of a felony, Vendor certifies at least five years have passed after the date of completion of the sentence for such felony, unless no person held responsible by a prosecutor’s office for the facts upon which the conviction was based continues to have any involvement with the business. 30 ILCS 500/50- 10.

9. If Vendor or any officer, director, partner, or other managerial agent of Vendor has been convicted of a felony under the Sarbanes-Oxley Act of 2002, or a Class 3 or Class 2 felony under the Illinois Securities Law of 1953, Vendor certifies at least five years have passed since the date of the conviction. Vendor further certifies that it is not barred from being awarded a contract and acknowledges that the State shall declare the contract void if this certification is false. 30 ILCS 500/50-10.5.

10. Vendor certifies it is not barred from having a contract with the State based upon violating the prohibitions related to either submitting/writing specifications or providing assistance to an employee of the State of Illinois by reviewing, drafting, directing, or preparing any invitation for bids, a request for proposal, or request of information, or similar assistance (except as part of a public request for such information). 30 ILCS 500/50-10.5(e), amended by Pub. Act No. 97-0895 (August 3, 2012).

11. Vendor certifies that it and its affiliates are not delinquent in the payment of any debt to the State (or if delinquent has entered into a deferred payment plan to pay the debt), and Vendor and its affiliates acknowledge the State may declare the contract void if this certification is false or if Vendor or an affiliate later becomes delinquent and has not entered into a deferred payment plan to pay off the debt. 30 ILCS 500/50-11, 50-60.

12. Vendor certifies that it and all affiliates shall collect and remit Illinois Use Tax on all sales of tangible personal property into the State of Illinois in accordance with provisions of the Illinois Use Tax Act and acknowledges that failure to comply may result in the contract being declared void. 30 ILCS 500/50-12.

13. Vendor certifies that it has not been found by a court or the Pollution Control Board to have committed a willful or knowing violation of the Environmental Protection Act within the last five years, and is therefore not barred from being awarded a contract. 30 ILCS 500/50-14.

14. Vendor certifies it has neither paid any money or valuable thing to induce any person to refrain from bidding on a State contract, nor accepted any money or other valuable thing, or acted upon the promise of same, for not bidding on a State contract. 30 ILCS 500/50-25.

15. Vendor certifies it is not in violation of the “Revolving Door” provisions of the Illinois Procurement Code. 30 ILCS 500/50-30.

V.18.1

16. Vendor certifies that it has not retained a person or entity to attempt to influence the outcome of a procurement decision for compensation contingent in whole or in part upon the decision or procurement. 30 ILCS 500/50-38.

17. Vendor certifies that if it has hired a person required to register under the Lobbyist Registration Act to assist in obtaining any State contract, that none of the lobbyist’s costs, fees, compensation, reimbursements, or other remuneration were billed to the State. 30 ILCS 500\50-38.

18. Vendor certifies it will report to the Illinois Attorney General and the Chief Procurement Officer any suspected collusion or other anti-competitive practice among any bidders, offerors, contractors, proposers, or employees of the State. 30 ILCS 500/50-40, 50-45, 50-50.

19. Vendor certifies steel products used or supplied in the performance of a contract for public works shall be manufactured or produced in the United States, unless the executive head of the procuring Agency/University grants an exception. 30 ILCS 565.

20. Drug Free Workplace

20.1 If Vendor employs 25 or more employees and this contract is worth more than $5,000, Vendor certifies it will provide a drug free workplace pursuant to the Drug Free Workplace Act.

20.2 If Vendor is an individual and this contract is worth more than $5000, Vendor certifies it shall not engage in the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance during the performance of the contract. 30 ILCS 580.

21. Vendor certifies that neither Vendor nor any substantially owned affiliate is participating or shall participate in an international boycott in violation of the U.S. Export Administration Act of 1979 or the applicable regulations of the United States. Department of Commerce. 30 ILCS 582.

22. Vendor certifies it has not been convicted of the offense of bid rigging or bid rotating or any similar offense of any state or of the United States. 720 ILCS 5/33 E-3, E-4.

23. Vendor certifies it complies with the Illinois Department of Human Rights Act and rules applicable to public contracts, which include providing equal employment opportunity, refraining from unlawful discrimination, and having written sexual harassment policies. 775 ILCS 5/2-105.

24. Vendor certifies it does not pay dues to or reimburse or subsidize payments by its employees for any dues or fees to any “discriminatory club.” 775 ILCS 25/2.

25. Vendor certifies that no foreign-made equipment, materials, or supplies furnished to the State under the contract have been or will be produced in whole or in part by forced labor or indentured labor under penal sanction. 30

ILCS 583.

26. Vendor certifies that no foreign-made equipment, materials, or supplies furnished to the State under the contract have been produced in whole or in part by the labor of any child under the age of 12. 30 ILCS 584.

27. Vendor certifies that any violation of the Lead Poisoning Prevention Act, as it applies to owners of residential buildings, has been mitigated. 410 ILCS 45.

V.18.1

28. Vendor warrants and certifies that it and, to the best of its knowledge, its subcontractors have and will comply with Executive Order No. 1 (2007). The Order generally prohibits Vendors and subcontractors from hiring the then-serving Governor’s family members to lobby procurement activities of the State, or any other unit of government in Illinois including local governments if that procurement may result in a contract valued at over $25,000. This prohibition also applies to hiring for that same purpose any former State employee who had procurement authority at any time during the one-year period preceding the procurement lobbying activity.

29. Vendor certifies that information technology, including electronic information, software, systems and equipment, developed or provided under this contract comply with the applicable requirements of the Illinois Information Technology Accessibility Act Standards as published at (www.dhs.state.il.us/iitaa) 30 ILCS 587.

30. Vendor certifies that it has read, understands, and is in compliance with the registration requirements of the Elections Code (10 ILCS 5/9-35) and the restrictions on making political contributions and related requirements of the Illinois Procurement Code. 30 ILCS 500/20-160 and 50-37. Vendor will not make a political contribution that will violate these requirements.

In accordance with section 20-160 of the Illinois Procurement Code, Vendor certifies as applicable:

Vendor is not required to register as a business entity with the State Board of Elections.

or

Vendor has registered with the State Board of Elections. As a registered business entity, Vendor acknowledges a continuing duty to update the registration as required by the Act.

31. Vendor certifies that if it is awarded a contract through the use of the preference required by the Procurement of Domestic Products Act, then it shall provide products pursuant to the contract or a subcontract that are manufactured in the United States. 30 ILCS 517.

32. For contracts other than construction contracts subject to the requirements of 30 ILCS 500/30-20 and 30 ILCS 500/33-10, a person (other than an individual acting as a sole proprietor) must be a duly constituted legal entity to qualify as a bidder or offeror prior to submitting a bid, offer, or proposal. 30 ILCS 500/20-43. Vendor certifies that it is a legal entity as of the date for submitting this bid, offer, or proposal.

33. Vendor certifies that, for the duration of this contract it:

• will post its employment vacancies in Illinois and border states on the Department of Employment Security’s IllinoisJobLink.com website or its successor system; or

• will provide an online link to these employment vacancies so that this link is accessible through the IllinoisJobLink.com website it successor system; or

• is exempt from 20 ILCS 1005/1005-47 because the contract is for construction-related services as that term is defined in section 1-15.20 of the Procurement Code; or the contract is for construction and vendor is a party to a contract with a bona fide labor organization and performs construction. (20 ILCS 1005/1005- 47).

[SIGNATURE ON FOLLOWING PAGE]

V.18.1

H Engage, Inc. DBA Airbo Name of Certifying Entity:

Signature:

Printed Name: Kate Bernier

Title: Chief Operating Officer

03 / 09 / 2021 Date:

Phone Number:

Email Address:

802-578-9657 kate@airbo.com

STATE OF ILLINOIS

TAXPAYER IDENTIFICATION NUMBER

State of Illinois Chief Procurement Office General Services 1 IFB or RFP Solicitation: Forms A: Taxpayer Identification Number V.15.2a

I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

I am a U.S. person (including a U.S. resident alien).

If you are an individual, enter your name and SSN as it appears on your Social Security Card.

If you are a sole proprietor, enter the owner’s name on the name line followed by the name of the business and the owner’s SSN or EIN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s name on the name line and the D/B/A on the business name line and enter the owner’s SSN or EIN.

If the LLC is a corporation or partnership, enter the entity’s business name and EIN and for corporations, attach IRS acceptance letter (CP261 or CP277).

For all other entities, enter the name…