REQUEST FOR QUOTATIONS FOR GOODS

Description: Wellness App Subscription Lottery Single Point of Contact (SPOC):

Name: Raquel Sanchez Title: Contract and Procurement Specialist II Email: raquel.sanchez@lottery.oregon.gov Phone: 971.375.0509

Closing Date: no later than August 31, 2026 5:00 PM PT

GENERAL PROVISIONS

1. Vendor shall complete and submit its prices on the quote form attached as Exhibit A.

2. Oregon State Lottery Terms & Conditions for the Purchase of Goods and Services (“T&C”) apply and are incorporated into this solicitation by reference. The T&C – Exhibit C and Lottery IT Rider – Exhibit or applicable Cooperative Agreement applies to the End User License Agreement (“EULA”).

3. Proposers must clearly specify the all-inclusive cost for Goods and Services per the Scope of Work and Attachment A. The Proposer shall provide a fixed-price proposal that includes all costs associated with providing the wellness subscription platform and related services described in this

RFQ.

4. Vendors must respond to the Questions – Exhibit A. Lottery will determine which Apps are the best fit and schedule demonstrations before making award.

5. Award will be made to the Vendor whose Lottery determines to have the best fit to Lottery needs of the Wellness Application and to be the most responsive and responsible. The award will be made on an all-or-none basis. The successful offeror shall not deliver or furnish any of the items quoted until a purchase order is issued.

6. The Lottery’s payment terms are Net 30 calendar days, upon receipt of a correct invoice.

7. The Lottery reserves the right to waive discrepancies or minor irregularities in quotes submitted, or not to issue a purchase order, or cancel the Request for Quote when it finds such action to be in the best interest of the Lottery.

8. Quoted prices must be held firm for 90 days. If the quote is accepted, the undersigned agrees to furnish any and all items quoted, at the price(s), delivery date and terms specified herein.

9. Requests for clarification. Potential Bidders may submit Inquiries to the State of Oregon’s E-Procurement System at https://oregonbuys.gov/ on or before August 21, 2026 5:00 PM PT.

mailto:Raquel.Sanchez@lottery.oregon.gov https://oregonbuys.gov/

TABLE OF CONTENTS

SECTION 1: GENERAL INFORMATION………………………………………………………………………………… 3

1.1 INTRODUCTION………………………………………………………………………………………………………………. 3

1.2 SINGLE POINT OF CONTACT (SPC)…………………………………………………………………………………… 3

SECTION 2: OVERVIEW AND SCOPE…………………………………………………………………………………… 3-4

2.1 SCOPE OF WORK/SPECIFICATIONS....………………………………………………………………………………. 3-4

SECTION 3: PROCUREMENT REQUIREMENTS……………………………………………………………………… 4

EXHIBIT A: QUESTIONS……………………………………………………………………………………………………… 5

EXHIBIT B: QUOTE FORM………………………………………………………………………………………………….. 6

EXHIBIT C: TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES…………. 7-10

EXHIBIT D: LOTTERY IT RIDER……………………………………………………………………………………………….. 11-18

SECTION 1: GENERAL INFORMATION

1.1 INTRODUCTION

The State of Oregon, acting by and through its Oregon State Lottery Commission (“Lottery”), is issuing this Request for Quote under OAR 177-038.

Lottery is looking to procure a wellness app subscription .

Lottery anticipates the award of one (1) Contract from this RFQ.

The term of the Contract is anticipated to be maximum five (5) years.

1.2 SINGLE POINT OF CONTACT (SPC)

The SPC for this RFQ is identified on the Cover Page, along with the SPC’s contact information. Proposer shall direct all communications related to any provision of the RFQ only to the SPC, whether about the technical requirements of the RFP, contractual requirements, the RFQ process, or any other provision.

SECTION 2: OVERVIEW AND SCOPE

2.1 SCOPE OF WORK/SPECIFICATIONS

Lottery seeks to procure a subscription-based wellness platform designed to support employee health, well-being, engagement, and wellness initiatives through a secure, cloud-based Software-as-a-Service (SaaS) solution.

Contractor shall provide all software, hosting, implementation, training, maintenance, support, updates, and related services necessary for successful deployment and operation of the wellness platform.

2.1.2 Project Overview

Lottery seeks to procure a subscription-based wellness platform designed to support employee health, well-being, engagement, and wellness initiatives through a secure, cloud-based SaaS solution.

The Contractor shall provide all software, hosting, implementation, training, maintenance, support, updates, and related services necessary for successful deployment and operation of the wellness platform.

2.1.3 Required Services

The Contractor shall:

• Provide a secure, web-based and mobile-accessible wellness platform

• Create and maintain user accounts for authorized Lottery employees

• Provide access to wellness content, activities, challenges, and educational resources

2.1.4 Minimum Functional Requirements

The wellness platform should:

• Be accessible via desktop and mobile devices.

• Support individual user registration and authentication.

• Provide wellness assessments and goal-setting features.

• Offer wellness content addressing physical, mental, emotional, and financial well-being.

• Allow participation in wellness challenges and incentive programs.

• Generate administrative and participation reports.

• Maintain user privacy and data confidentiality.

• Meet accessibility requirements consistent with WCAG 2.1 AA standards.

2.1.5 Implementation Requirements

The Contractor shall:

• Configure the platform for Lottery use.

• Provide implementation services.

• Conduct testing prior to launch.

• Provide administrator training.

• Provide user onboarding materials and documentation.

2.1.6 Reporting Requirements

The Contractor shall provide:

• Utilization reports.

• Participation metrics.

• Enrollment statistics.

• Wellness program engagement reports.

• Quarterly performance summaries upon request.

• Reports shall not disclose personally identifiable information unless specifically authorized by the

Lottery.

2.1.7 Security and Data Protection

The Contractor shall:

• Maintain industry-standard security controls.

• Encrypt data in transit and at rest.

• Comply with applicable federal and Oregon privacy laws.

• Promptly notify the Agency of any security incidents or data breaches.

• Maintain documented security and disaster recovery procedures.

2.1.8 Technical Support

• Help desk support for administrators.

• Resolution of system issues.

• Scheduled maintenance notifications.

• Access to online support resources and documentation.

2.1.9 Deliverables

1. Wellness subscription platform.

2. Implementation and configuration services.

3. Training materials and user documentation.

4. Ongoing maintenance and support.

5. Usage and performance reports.

6. Software updates and enhancements.

SECTION 3: PROCUREMENT REQUIREMENTS

3.1 MINIMUM SUBMISSION REQUIREMENTS

• Be legally authorized to do business in Oregon.

• Maintain all licenses and registrations necessary to perform the contract.

• Comply with applicable federal, state, and local laws.

• Carry required insurance coverage.

EXHIBIT A

QUESTIONS

Each Bidder shall provide detailed responses to the questions described below, in the same order as the questions appear below. Bidder should provide as much detail as necessary for Lottery to fully understand the Response. Responses to the questions will determine who Lottery requests a demonstration from and can have an effect on the determination of award.

1. What level of mental health support do you provide (self-guided, coaching, therapy)?

2. What types of fitness offerings are included (on-demand, live classes, levels, accessibility)?

3. How do you personalize the experience for different employee populations to help with experience and engagement (remote, onsite, varying needs)?

4. What measurable outcomes have you delivered for organizations of similar size (400–1,000 employees)? (engagement rates and ROI metrics)

5. What are your employee retention/engagement rates at 3, 6, and 12 months?

6. What reporting and analytics are available to HR, and how actionable are they?

7. What employee data is shared with the employer, and how do you ensure privacy and compliance?

8. What does implementation and rollout support look like?

10. What is the full pricing structure, including any add-ons or fees?

10. Does your company offer a discount for a multi-year agreement? If so, what is the discount amount?

What is the minimum number of years to qualify for the discount?

EXHIBIT B

QUOTE FORM

Quote shall be submitted on this Quote Form no later than August 31, 2026 5:00 PM PT through OregonBuys, State of Oregon’s E-Procurement System at https://oregonbuys.gov/ on or before closing date listed on page 1. The form must bear the signature of an individual who is fully authorized to act on the Bidder’s behalf and bind the Bidder. Pricing shall be all-inclusive, including all associated costs of the Wellness App. Quotes must be valid for a minimum of ninety (90) days.

Oregon State Lottery Terms and Conditions for the Purchase of Goods and Services will apply to this purchase.

Quotes that fail to bear a signature may be rejected.

ITEM: ALL-INCLUSIVE COST

Wellness App Subscription Annual Cost $

Respondent (Company) Name:

Authorized Representative Name: Title:

Authorized Representative Signature: Date:

https://oregonbuys.gov/

EXHIBIT C

OREGON STATE LOTTERY – TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND

SERVICES

1. STANDARD AND SPECIAL TERMS AND CONDITIONS; ORDER OF PRECEDENCE: These Terms and Conditions are the Standard Terms and Conditions for the purchase of Goods and Services. Lottery may also provide "Special Terms and Conditions" as part of this PO. In the event of a conflict between the standard and special terms and conditions, the special terms and conditions take precedence. The terms and conditions of this PO supersede all preprinted terms and conditions on any forms used by the Contractor.

2. F.O.B.: Deliveries will be F.O.B. destination unless otherwise stated on the Purchase Order.

3. DELIVERY/RISK OF LOSS: Contractor is responsible and liable for loss or damage until final inspection and acceptance of Goods.

Contractor remains liable for latent defects, fraud, and warranties.

4. ORDER NUMBER: Purchase Order number must appear on all packing slips, shipping notices, invoices, and correspondence concerning this order.

5. UNIFORM COMMERCIAL CODE (UCC): The UCC (ORS Chapters 71 and 72) shall prevail as the basis for contractual obligations between Contractor and Lottery for any terms and conditions not specifically stated in the Purchase Order.

6. LOTTERY PROPERTY: Any special dies, molds, patterns, jigs, fixtures and any other assets the Lottery furnishes to Contractor or specifically pays for, for use in the manufacture or delivery of the Goods shall be and remain Lottery’s property, shall be for Lottery’s exclusive use, shall be held at Contractor’s risk, shall be returned to Lottery upon Lottery’s request and shall be equal to the replacement cost with loss payable to Lottery.

7. RECYCLABLE PRODUCTS: Unless otherwise required, Contractor shall use recycled and recyclable products to the maximum extent economically feasible in the performance of the PO. These products shall include recycled paper, recycled PETE products, other recycled products, and other recycled plastic resin products.

8. INSPECTION/ACCEPTANCE: Lottery has a reasonable period of time after receipt of the Goods to inspect and accept or reject the Goods.

Contractor shall correct any non-conforming Goods without charge or deliver them at a reduced price, as negotiated. If Contractor does not cure any defects within a reasonable time, Lottery may reject the Goods and cancel the PO in whole or in part.

9. TIME IS OF THE ESSENCE: Time is of the essence in the performance of this PO

10. ACCEPTANCE OF SERVICES: Lottery shall review all Services provided by Contractor within a reasonable time and shall provide notice of acceptance or, shall specify the manner in which the Services fail to comply with the requirements of this PO. Contractor shall re-perform the non-conforming Services at no cost to Lottery and within the timeframe allowed in Lottery’s notice. If re-performed Services fail to conform as required, Lottery may allow additional opportunity to correct, or may terminate this PO due to Contractor’s default.

11. COMMENCEMENT OF WORK: Contractor shall commence no work under this PO until all insurance requirements have been met as evidenced by certificates of required insurance(s) delivered to Lottery.

12. WORKING WITH OTHER CONTRACTORS: Contractor agrees to work cohesively with other Lottery contractors performing services related to this PO.

13. NON INTERFERENCE WITH WORK SITE: Contractor shall perform its work activities in such a manner that they will not interfere with the normal work activities of Lottery. Contractor shall not block access to any work areas, and shall maintain a safe passage for normal Lottery business activities.

14. SECURITY OF DOCUMENTS AND PROPERTY: All Lottery property, materials and documents and all personal property of Lottery employees are to be left undisturbed and are not to be handled, read or otherwise used by Contractor or Contractor’s employees, except to the extent required by this PO. Contractor shall consider all documents confidential. Any disclosure of confidential information or removal of Lottery property by Contractor or Contractor’s employees shall be cause for immediate PO termination. Any liability, including but not limited to, attorney fees, arising from any action or suit brought against Lottery because of Contractor’s willful or negligent release of information, documents or property shall be borne by Contractor.

15. HOURS OF LABOR: Contractor shall pay employees for overtime work performed under this PO in accordance with ORS 653.010 to

653.261 and the Fair Labor Standards Act of 1938 (29 U.S.C. 201 et seq.).

16. WARRANTIES: Contractor represents and warrants that Goods are new, unused, and fully warranted by the manufacturer, Goods are free and clear of any liens or encumbrances and delivered Goods will comply with specifications and be free from defects in labor, material and manufacture. Contractor shall transfer all warranties to the Lottery.

17. CONTRACTOR REPRESENTATIONS: Contractor represents and warrants to Lottery that (1) Contractor has the power and authority to enter into and perform this PO, (2) this PO, when signed by the parties, is a valid and binding obligation of Contractor, enforceable in accordance with its terms,

(3) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence and perform Services in a timely, professional and workmanlike manner in accordance with the highest standards applicable to Contractor’s industry, trade or profession, (4) Contractor shall, at all times during the term of this PO be duly licensed to perform the services, and if there is no licensing requirement for the profession or work, be duly qualified and professionally competent and, (5) Contractor is not in violation of, charged with nor, to the best of Contractor’s knowledge, under any investigation with respect to violation of, any provision of any federal, state or local law, ordinance or regulation or any other requirement or order of any governmental or regulatory body or court or arbitrator applicable to provision of the Services, and Contractor’s provision of the Services shall not violate any such law, ordinance, regulation or order, (6) When used as authorized by this PO, no work product infringes nor will Lottery’s use, duplication or transfer of the work product infringe any copyright, patent, trade secret or other proprietary right of any third party.

The warranties specified in this section are in addition to, and not in lieu of, any other warranties provided. All warranties are cumulative and will be interpreted broadly to give Lottery the greatest warranty protection available.

18. INDEPENDENT CONTRACTOR / RESPONSIBILITY FOR TAXES AND WITHHOLDING: Contractor shall perform all required services under this PO as an independent contractor. Contractor is responsible for determining the appropriate means and manner of performing the Services. Contractor is not an officer, employee or agent of the State or Lottery as those terms are used in ORS 30.265 and ORS 461.

Contractor is responsible for all federal or state taxes applicable to compensation or payments to Contractor under this PO and, unless Contractor is subject to backup withholding, Lottery will not withhold from such compensation or payments any amount(s) to cover Contractor’s federal or state tax obligations. Contractor is not eligible for any Social Security, unemployment insurance or workers’ compensation benefits from compensation or payments to Contractor under this PO, except as a self-employed individual.

19. ASSIGNMENT; SUBCONTRACTS; SUCCESSORS: Contractor shall not assign, sell, transfer, or subcontract rights, or delegate responsibilities under this PO in whole or in part, without prior written approval of Lottery. The provisions of this PO are binding upon, and inure to the benefit of the parties to the PO and their respective successors and permitted assigns.

20. NO THIRD PARTY BENEFICIARIES: Lottery and Contractor are the only Parties to this PO and are the only Parties entitled to enforce its terms. Nothing in this PO gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this PO.

21. SAFETY AND HEALTH REQUIREMENTS: Contractor warrants goods and services provided under this PO comply with all applicable federal Occupational Safety and Health Administration (OSHA) requirements and with all applicable Oregon safety and health requirements, including those of the State Workers' Compensation Division. Contractor shall take every precaution to instruct employees about and otherwise safeguard them against any possible injuries associated with chemicals or equipment as well as other potential hazards within the facility.

22. MATERIAL SAFETY DATA SHEET: Contractor shall provide Lottery with a Material Safety Data Sheet for any Goods which may release, or otherwise result in exposure to, a hazardous chemical under normal conditions of use (OAR 437- 002-0360 and 29 CFR 1910.1020).

Contractor shall label, tag or mark such Goods.

23. RECYCLABLE PRODUCTS: Unless otherwise required, Contractor shall use recycled and recyclable products to the maximum extent economically feasible in the performance of the PO. These products shall include recycled paper, recycled PETE products, other recycled products, and other recycled plastic resin products.

24. PAYMENT/OVERDUE CHARGES: Lottery will pay Contractor NET 30 days from acceptance of Goods and Services and receipt of a correct invoice. Contractor’s claims for overdue payments are subject to ORS 293.462.

25. CONDITIONS PRECEDENT TO PAYMENT: As a condition precedent to Lottery’s obligation to pay Contractor, Contractor shall, upon execution of this PO, deliver to Lottery the applicable Internal Revenue Service form, whether a W-9 form, W-8 form, 8233 form or other similar form, based upon Contractor’s status as a United States person, resident alien or nonresident alien, as those terms are defined in 26 USC §7701. These forms are currently available at http://www.irs.gov. Lottery may withhold payments to Contractor pending Lottery's receipt from Contractor of the applicable, completed and signed form.

26. LOTTERY PAYMENT OF CONTRACTOR CLAIMS: Contractor agrees to make payment promptly, as due, to all persons furnishing services, equipment, or supplies to Contractor for the performance of work under this PO. If Contractor fails, neglects, or refuses to pay such claims as they become due, Lottery, after ascertaining that the claims are just, due and payable, may, but is not obligated to, pay the claims and charge the amount of the payment against funds due or to become due the Contractor under this PO. The payment of claims in this manner shall not relieve Contractor with respect to any unpaid claims.

27. PAYMENT FOR MEDICAL CARE: Contractor agrees to make payment promptly, as due, to any person, co-partnership, association or corporation furnishing medical, surgical, hospital or other needed medical care to Contractor’s employees. Such payment shall be made from all sums which Contractor has agreed to pay for such services and from all sums which Contractor has collected or deducted from the wage of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such services.

28. WORKERS' COMPENSATION: Contractor shall comply with ORS 656.017 and provide the required workers’ compensation coverage, unless exempt under ORS 656.126(2). Contractor shall ensure that its Subcontractors, if any, comply with these requirements.

29. TERMINATION: This PO may be terminated at any time by mutual written consent of the Parties.

a. Lottery’s Right to Terminate for Convenience. Lottery may, at its sole discretion, terminate this PO, in whole or in part, upon thirty (30) calendar days’ written notice to Contractor.

b. Lottery’s Right to Terminate for Cause. Lottery may terminate this PO immediately upon notice to Contractor, or at such later date as

Lottery may establish in such notice, upon the occurrence of any of the following events:

i. If Lottery funding from sales sources is not obtained and continued at levels sufficient to allow for compensation for the Goods and Services, in Lottery’s sole administrative discretion, the PO may be modified to accommodate a reduction in funds;

ii. If federal or state laws, regulations or guidelines are modified, or interpreted in such a way that the Services are prohibited, or Lottery is prohibited from paying for such Services from the planned funding source;

iii. If the State of Oregon enacts a statute, a court decision is issued, or an initiative passes that removes the authority or ability of Lottery to conduct lottery games;

iv. If any license or certificate required by law or regulations to be held by the Contractor to provide the Services required by this PO is for any reason denied, revoked, or not renewed;;

v. If the Lottery discovers that Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis of the type made subject of the PO, or is in default for failure to pay taxes or any other amount owed to a government entity;

vi. Contractor commits any material breach or default of any covenant, warranty, obligation or certification under this PO, fails to perform the Services under this PO within the time specified herein or any extension thereof, or so fails to pursue the Services as to endanger Contractor’s performance under this PO in accordance with its terms, and such breach, default or failure is not cured within the timeframe specified in Lottery’s notice of default;

vii. Contractor or any of Contractor’s officers, employees, agents, or subcontractors commits any fraudulent or dishonest act in connection with performance under this Contract;

viii. Contractor fails to immediately notify Lottery in writing of any material change in Contractor’s financial condition.

Contractor shall be responsible for all incidental and consequential damages resulting from its Breach, including all damages as provided in the UCC.

c. Contractor’s Right to Terminate for Cause. Contractor may terminate this PO upon thirty (30) calendar days written notice of intent to terminate to Lottery if Lottery fails to pay Contractor pursuant to the terms of this PO and Lottery fails to cure within ten (10) Business Days after receipt of Contractor’s written notice, or such longer period of cure as Contractor may specify in such notice.

30. REMEDIES: In the event of PO termination pursuant to Section 29(a), (b)(i), (b)(ii) or (b)(iii), Contractor’s sole remedy shall be a claim for the sum designated for accomplishing the Services multiplied by the percentage of Services completed and accepted by Lottery, less previous amounts paid and any claim(s) which Lottery has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this Subsection, Contractor shall immediately pay any excess to Lottery upon demand.

In the event of PO termination pursuant to Section 291(b)(iv), (b)(v), (b)(vi), (b)(vii), or (b)(viii) Lottery shall have any remedy available to it in law or equity. If it is determined for any reason that Contractor was not in default under 29(b)(iv), (b)(v), (b)(vi), (b)(vii), or (b)(viii)), the rights and obligations of the Parties shall be the same as if the PO was terminated pursuant to Section 29(a).

31. HOLD HARMLESS: Contractor shall indemnify, defend and hold harmless the State of Oregon and Lottery and their divisions, officers, employees, and agents, from all claims, suits or actions of any nature arising out of or related to the activities of Contractor, its officers, subcontractors, agents or employees under this PO.

32. GOVERNING LAW, JURISDICTION, and VENUE: This PO is governed by and construed in accordance with the internal laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (“Claim”) between Lottery and Contractor that relates to this PO must be heard exclusively in the Circuit Court of Marion County for the State of Oregon. If the Claim must be brought in a federal forum, then it must be heard exclusively in the US District Court for the District of Oregon. Contractor consents to the in personam jurisdiction of these courts. Neither this Section nor any other provision of this PO is a waiver by Lottery or the State of any form of defense, sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the US Constitution, or other immunity, from any Claim or from the jurisdiction of any court.

33. FORCE MAJEURE: Neither party is responsible for delay or default caused by an event beyond the party’s reasonable control. Lottery may terminate this

PO without liability to Contractor after determining that such delay or default reasonably prevents successful performance of the PO.

34. ACCESS TO RECORDS: Contractor shall maintain all accounting records relating to this PO according to GAAP and any other records relating to Contractor’s performance (“Records”) for six (6) years from termination or as otherwise required. Contractor shall grant the Lottery, the State, the Secretary of State Audits Division, the federal government, and their duly authorized representatives access to the Records, including reviewing, auditing, copying, and making transcripts.

35. COMPLIANCE WITH APPLICABLE LAW: Contractor shall comply with all applicable federal, state and local laws, regulations, executive orders and ordinances.

36. AMENDMENTS: All amendments to this PO must be in writing, signed by the Parties.

37. SEVERABILITY: If a court of competent jurisdiction declares any provision of this PO to be invalid, the other provisions and the rights and obligations of the parties remain in effect.

38. WAIVER: Lottery’s failure to enforce any provision of this PO is not a waiver or relinquishment by Lottery of its rights to such performance in the future or to enforce any other provisions.

39. AWARD TO FOREIGN CONTRACTOR: If Contractor is not registered to do business or has no office in the State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division all information required by those agencies relative to this PO. Lottery may withhold final payment under this PO until Contractor has met this requirement.

40. LOTTERY’S FUNDING LIMITATION: Article XV, section 4(4)(d) of the Oregon Constitution provides that Lottery is a self-supporting, revenue-raising agency and that no appropriations, loans, or other transfers of state funds shall be made to it. Accordingly, all amounts payable by Lottery under this PO are the sole responsibility of Lottery.

41. TAX CERTIFICATION: Contractor hereby certifies under penalty of perjury: (a) it is not subject to backup withholding because (i) it is exempt from backup withholding, (ii) it has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that it is no longer subject to backup withholding; and (b) it is not in violation of any Oregon tax laws.

42. SURVIVAL: Any terms of this PO which by their nature are intended to survive PO termination or expiration and Sections 6, 16, 17, 29(b)(iv), (b)v), (b)(vii), (b)(vii), (b)(viii), 30, 34 and 42 shall survive PO termination or expiration.

43. MERGER CLAUSE: THIS PO AND ATTACHED ATTACHMENTS AND EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. THERE ARE NO

UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT.

EXHIBIT D

LOTTERY IT RIDER

Agreement and Rider to Terms of Service

This rider (Rider) is between [name], a [state] Corporation (Licensor) and the State of Oregon, acting through its Oregon State Lottery Commission (Lottery). This Rider, together with all exhibits, constitutes the complete agreement between the parties (Agreement).

Licensor and Lottery agree:

1. Structure of Agreement. This Rider relates to Lottery’s purchase of Services provided by the Licensor from an authorized reseller of Licensor (Reseller) and is entered into pursuant to a purchase order (PO) submitted to the Reseller pursuant to the agreement with Reseller referenced in the PO (Reseller Agreement).

2. Complete Agreement. This Agreement consists of this Rider, Licensor’s Terms of Service (TOS), in the form attached as Exhibit A[, Exhibit B, Insurance Requirements, and Exhibit C, Lottery’s Information Security Policies and Procedures]. Exhibit[s] A [B, and C], in the form attached, is[are] hereby incorporated into this Agreement by this reference. This Rider amends and supersedes any provision to the contrary in the TOS. This Agreement merges all prior and contemporaneous communications with respect to the matters described in this Agreement.

3. Order of Precedence. In the event of any conflict between the Rider, [Exhibit C,] the TOS, [include all exhibits in desired order of precedence,] any terms and conditions published by Licensor on or after the Effective Date of this Agreement (including updates to any policy referenced in the TOS), and any terms presented to an end user in a ‘click wrap’ or similar end user agreement, the conflict will be resolved in that order.

4. Effective Date and Term. This Agreement is effective on [date] or when it is fully executed and approved according to applicable laws, rules and regulations, whichever date is later (Effective Date). This Agreement will govern and remain in effect for the term set forth in the PO under which Lottery ordered the Services that reference this Rider, unless terminated by either party by providing notice in the manner specified in the TOS or specified in this Rider.

5. Payment and Invoicing. Lottery shall pay for the Services in the amount set forth in the PO.

Lottery’s sole payment obligation is to the Reseller, and Lottery’s payments are NET 30 days from receipt of a complete and accurate invoice. Invoices must be submitted to: Oregon State Lottery, Attn.: Accounts Payable Dept., PO Box 12649, Salem, OR, 97309; or to Lottery’s electronic mailbox: lottery.ap@lottery.oregon.gov

6. Confidentiality of Licensor Information. Any obligation of Lottery to maintain the confidentiality of Licensor’s proprietary information provided to Lottery is conditioned by and subject to Lottery’s obligations under the Oregon Public Records Law, ORS 192.311 to

192.478 which may require disclosure of proprietary information as a “public record” unless exempt under ORS 192.345 or ORS 192.355.

mailto:lottery.ap@lottery.oregon.gov

7. Lottery Data.

7.1. Ownership of Lottery Data. Any information Licensor or its employees or agents receives or creates relating to Lottery or Lottery’s customers (Lottery Data) is owned by Lottery. Lottery hereby grants Licensor a license to use Lottery Data to fulfill the purposes of this Agreement, and otherwise only as specifically described in this Agreement. Licensor hereby irrevocably assigns, transfers and conveys, and will cause its employees, subcontractors and agents to assign, transfer and convey without further consideration all right, title, and interest in Lottery Data to Lottery. Upon request by Lottery, Licensor will or will cause the execution and delivery of any documents that may be necessary to preserve, or enable Lottery to enforce, its rights with respect to Lottery Data.

7.2. Confidentiality Generally. Licensor acknowledges that, it and its employees, subcontractors or agents in the course of this Agreement may be exposed to or acquire information that is confidential to Lottery or Lottery’s clients. Lottery Data is confidential information. Licensor shall maintain the confidentiality of Lottery’s confidential information. Confidential information does not include:

7.2.1. Information that becomes part of the public domain through lawful means and without breach of any confidentiality obligation by Licensor;

7.2.2. Information subsequently and rightfully received from third parties who have the necessary rights to transfer the information without any obligation of confidentiality;

7.2.3. Information that was known to Licensor prior to the Effective Date of the Agreement without obligation of confidentiality;

7.2.4. Information that is independently developed by Licensor and documented in writing without use of, or reference to, any confidential information of Lottery; and

7.2.5. information required to be disclosed by compulsory judicial or administrative process or by law or regulation.

7.3. Privacy and Security Training. Licensor shall ensure its employees, agents, and contractors receive periodic training on privacy and security obligations relating to this Agreement.

7.4. Limited Purposes. Licensor shall limit the use or disclosure of Lottery Data to persons directly connected with the administration of this Agreement.

7.5. No Overseas Access, Storage, or Transmission. Lottery Data will not be accessed from, transmitted, or stored outside of the United States or its territories, including for any maintenance, support, disaster recovery, or data backup.

7.6.Prohibition on Data Mining. Licensor shall not capture, maintain, scan, index, share or use Lottery Data, or otherwise use any data-mining technology, for any non-authorized activity, and shall not permit its agents or subcontractors to do so. For purposes of this requirement, “non-authorized activity” means data mining or processing of data, stored or transmitted by the service, for unrelated commercial purposes, advertising or advertising-related purposes, or for any other purpose other than security analysis that is not explicitly authorized in this Agreement.

7.7. Privacy Protections. The information exchanged between the parties may include

Lottery Data subject to specific confidentiality protections under state or federal law, and the implementing regulations of those laws. Licensor, its employees, agents, and contractors shall comply with laws and regulations applicable to the information, including as those laws and regulations may be updated from time to time. Licensor shall maintain protections required by law or this Agreement for any retained Lottery Data for so long as Licensor (including through any third party) retains Lottery Data.

7.8. Post-Termination Access to Lottery Data. Upon Agreement termination (including by expiration), Licensor shall, at Lottery’s discretion, either return all Lottery Data to Lottery (or delegate) in an agreed-upon format, or ensure Lottery has access and the ability to retrieve Lottery Data for at least a 90 calendar day period following termination. This 90 day period will be at no additional charge to Lottery. Licensor shall not retain any copies of Lottery Data following Lottery’s written verification that Lottery no longer requires post-termination access, except as necessary for audit verification purposes.

7.9. Sanitization. Subject to its obligations under Section 9.9, Records Retention, Licensor shall not retain any copies of Lottery Data following the post-termination access period referenced in Section 7.8. Upon Lottery’s written acknowledgement that returning all Lottery Data is not feasible and consent, Licensor shall purge or destroy retained Lottery Data in all its forms (including copies of returned data). Licensor shall destroy electronically stored Lottery Data in accordance with the most current version of NIST SP 800-88, or standard agreed to by Lottery, and provide Lottery with written certification of sanitization.

8. Notifications.

8.1. Incidents and Breaches. In the event Licensor or its subcontractor or agents discover or are notified of a suspected or confirmed security incident, or a suspected or confirmed breach of security or privacy, Licensor shall notify Lottery’s point of contact (or delegate) immediately, and in no event more than 24 hours following discovery or notification. An incident is an observable, measurable occurrence that is a deviation from expected operations or activities. A breach of security or privacy includes a failure to comply with Licensor’s confidentiality obligations. If Lottery determines that a security incident or breach requires notification of its customers, or other notification required by law, Lottery will have sole control over the notification content, timing, and method, subject to Licensor’s obligations under applicable law.

8.2. Requests for Lottery Data. In the event Licensor receives a third-party request for Lottery Data, including any electronic discovery, litigation hold, or discovery searches, Licensor shall first give Lottery notice and provide such information as may reasonably be necessary to enable Lottery to take action to protect its interests.

8.3. Changes in Law. Each party will provide notice to the other of any change in law, or any other legal development, which may significantly affect its ability to perform its obligations.

9. Security and Hosting.

9.1. Compliance with Laws, Regulations, and Policies. Licensor and all Licensor employees, contractors, and agents comply with all applicable state and federal laws and regulations, and Lottery policies governing use and disclosure of Lottery Data, including as those laws, regulations, and policies may be updated from time to time. Applicable laws, regulations, and policies include but are not limited to:

9.1.1. The Oregon Consumer Information Protection Act (OCIPA), ORS 646A.600 through 646A.628. For purposes of OCIPA, Licensor is a vendor; [and]

9.1.2. [Lottery’s Information Security Policies and Procedures set forth in Exhibit C;]

9.2. Privacy and Security Measures. Licensor represents and warrants it has established and will maintain privacy and security measures that meet or exceed the standards set in laws, rules, and regulations applicable to the safeguarding, security, and privacy of Lottery Data. Licensor shall monitor, periodically assess, and update its physical, technical, and logical security controls and risk to ensure continued effectiveness of those controls.

9.3. Security Risk Management Plan. Licensor shall ensure the level of security and privacy protection required [by this Agreement] [for the Services] is documented in a security risk management plan. Licensor will make its plan available to Lottery for review upon request.

9.4. Testing. Lottery reserves the right to conduct periodic security testing [upon reasonable advanced notice to Licensor] of the Services.

9.5. Background Checks.

9.6. Third Party Audit. Licensor shall ensure it and its subservice organizations undergo annual examination from an independent auditor to assess the Services’ compliance with at least NIST 800-53 “Moderate” security controls (National Institute of Standards and Technology (NIST) Special Publication (SP) 800-53). Licensor shall provide an exact copy of the most recent examination results report to Lottery upon request.

9.7. Security Logs and Reports. Licensor shall allow Lottery access to system security logs that affect the Services, Lottery Data, or processes. This includes the ability for Lottery to request a report of the records that a specific user accessed over a specified period of time.

9.8. Lottery Audit Rights and Access. Licensor shall maintain records in such a manner as to clearly document its compliance with and performance under this Agreement, and provide Lottery, the Oregon Secretary of State and their duly authorized representatives access to Licensor’s officers, agents, contractors, subcontractors, employees, facilities and records to:

9.8.1. Determine Licensor’s compliance with this Agreement,

9.8.2. Validate Licensor’s written security risk management plan, or http://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-53r4.pdf http://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-53r4.pdf

9.8.3. Gather or verify any additional information Lottery may require to meet any state or federal laws, rules, or orders, including those regarding Lottery Data.

9.8.4. Notice. Except as stated below for security logs, access to facilities, systems, and records under this section will be granted following reasonable notice to Licensor.

Records include paper or electronic form, and related system components and tools (including hardware and software), required to perform examinations and audits, and to make excerpts and transcripts, including for data forensics.

9.8.5. System Security Logs. Licensor shall provide designated Lottery staff on-demand access to system security logs for the Services, including user-level access logs for both Lottery and Licensor users.

9.9. Record Retention. Licensor shall retain and keep accessible all records for a minimum of six years, or such longer period as may be required by applicable law, following termination of this Agreement, or until conclusion of any audit, controversy, or litigation arising out of or related to this Agreement, whichever data is later.

10. Lottery Liabilities and Indemnification. Lottery’s liabilities under this Agreement and any Lottery obligation under the TOS to indemnify or hold Licensor harmless against claims brought by third parties against Licensor, including any payment of attorneys’ fees, are subject to the limitations of (i) Article XI, Section 7 of the Oregon Constitution, (ii) Article XV, Section 4(4)(d) of the Oregon Constitution, (iii) ORS 461.500(2), and (iv) the Oregon Tort Claims Act, ORS 30.260 through 30.300. Lottery has no obligation to defend Licensor.

11. Licensor Indemnification; Limitation of Liability; [Insurance].

11.1. Licensor shall indemnify, defend, and hold Lottery, the State of Oregon, and its agents, officials and employees harmless from all third party claims, demands, suits, actions, proceedings, losses, liabilities, damages, awards, and costs (including reasonable attorneys’ fees and expenses), which may be brought or made against Lottery, the State of Oregon, or their agents, officials, or employees and arising out of or related to any Claims that any element of the Services or its use infringes or violates any patent, copyright, trademark, trade secret, or other proprietary right of a third party.

11.2. Lottery will timely notify Licensor in writing of any action, claim or demand of which Lottery becomes aware and which Lottery reasonably expects to result in an indemnifiable loss. Licensor’s indemnification obligations are not subject to any limitation of liability in the TOS. Licensor’s obligation under this section does not extend to any indemnifiable loss to the extent caused by: (i) the negligence or willful misconduct of Lottery, the State of Oregon, or their agents, officials or employees; or

(ii) Lottery’s modification of Licensor’s software where the unmodified version of the software would not cause an indemnifiable loss.

11.3. Except for claims and expenses relating to Licensor’s indemnification obligations, defense obligations, breach of Lottery Data, or claims and penalties arising from Lottery’s obligations under laws and regulations in Section 9.1 (Compliance with Laws, Regulations, and Policies), Licensor’s liability under this Agreement is limited to the maximum amount payable under this Agreement.

11.4. [Licensor shall provide insurance in accordance with Exhibit B, which is hereby incorporated into this Agreement by this reference.]

12. Defense of Claims. To the extent Licensor is required under this Agreement or the TOS to defend Lottery against claims asserted by third parties, Lottery shall reasonably cooperate in good faith, at Licensor’s reasonable expense, in the defense of the claim, Licensor shall select counsel reasonably acceptable to the Oregon Attorney General to defend the claim, and Licensor shall bear all costs of counsel. The Oregon Attorney General’s acceptance of counsel may not be unreasonably withheld. Counsel must accept appointment as a Special Assistant Attorney General under ORS Chapter 180 before counsel may act in the name of, or represent the interests of, the State of Oregon, Lottery, its officers, employees or agents.

Lottery may elect to assume its own defense with an attorney of its own choice and at its own expense any time Lottery determines important governmental interests are at stake.

Lottery will promptly provide notice to Licensor of any claim that may result in an obligation on the part of Licensor to defend. Subject to these limitations, Licensor may defend a claim with counsel of its own choosing, on the condition that no settlement or compromise of any claim may occur without the consent of Lottery, which consent must not be unreasonably withheld.

13. Governing Law; Jurisdiction; Venue. This Agreement is governed by, construed, and enforced in accordance with the laws of the State of Oregon, without giving effect to its conflict of law principles, and applicable federal law. Any action or suit brought by the parties relating to this Agreement must be brought and conducted exclusively in the Circuit Court of Marion County for the State of Oregon in Salem, Oregon; provided, however, if a claim must be brought in a federal forum, then it must be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. LICENSOR

HEREBY CONSENTS TO THE PERSONAL JURISDICTION OF THESE COURTS,

WAIVES ANY OBJECTION TO VENUE IN THESE COURTS, AND WAIVES ANY

CLAIM THAT THESE COURTS ARE INCONVENIENT FORUMS. In no way may this section or any other term of this Agreement be construed as (i) a waiver by the State of Oregon of any form of defense or immunity, whether it is sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States, or otherwise, or (ii) consent by the State of Oregon to the jurisdiction of any court.

14. Attorneys’ Fees. Neither party to this Agreement is entitled to obtain judgment from the other party for attorneys’ fees incurred in any litigation between the parties. Except as allowable under Section 11 (Lottery Liabilities and Indemnification) and Section 12 (Licensor Indemnification) of this Rider, neither party may obtain judgment from the other party for attorneys’ fees incurred in the defense of any claim asserted by a third party.

15. Lottery’s Funding Limitation. Article XV, section 4(4)(d) of the Oregon Constitution and ORS 461.500 provide that Lottery is a self-supporting, revenue-raising agency and that no appropriations, loans, or other transfers of state funds shall be made to it. Accordingly, all amounts payable by Lottery under this Agreement are the sole responsibility of Lottery, and not the State of Oregon, and are payable only from: (1) Revenues received by Lottery from lottery games; and (2) other miscellaneous revenues generated by Lottery. Lottery certifies that, as of the effective date of this Agreement, sufficient funds are available and authorized for expenditure to finance the costs of this Agreement within Lottery’s current financial plan. Notwithstanding this certification, Lottery’s payments under this Agreement, together with all of Lottery’s other obligations incurred under ORS 461.510(4), are limited by Article XV, section 4(4)(d) of the Oregon Constitution and ORS 461.500(2). If Lottery’s authority or ability to conduct lottery games is removed or diminished, or if Lottery reasonably determines that expending the amounts payable by Lottery under this Agreement would be in violation of the 16% (sixteen percent) limitation under ORS 461.500(2), Lottery may terminate this Agreement.

16. Independent Contractor. Licensor is at all times an independent contractor and is not an agent, employee, or representative of Lottery. Licensor has no right or authority to incur or create any obligation for or legally bind Lottery in any way. Licensor is not an "officer," "employee" or "agent" of Lottery or any other agency, office, or department of the State of Oregon, as those terms are used in ORS 30.265, and Licensor shall make no representations to third parties to the contrary. Neither party shall make any statements, representations, or commitments of any kind or to take any action binding on the other except as provided for in the Contract or authorized in writing by the party to be bound.

17. Publicity. Licensor may disclose the form and existence of this Agreement in advertising, press releases…