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8659 - Contract Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: 6C851E4C-9AC2-449D-ADB8-F783271E9F2F Kayla Clark 8659- Constant contact agreement PARTNER AGREEMENT Last revised May 6, 2024 THIS PARTNER AGREEMENT (THE "AGREEMENT") IS BY AND BETWEEN CONSTANT CONTACT, INC., A DELAWARE CORPORATION (“COMPANY”), AND YOU OR YOUR COMPANY, ORGANIZATION OR OTHER LEGAL ENTITY FOR WHOM YOU HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ("PARTNER"). BY CHECKING THE BOX OR CLICKING THE BUTTON NEXT TO A LINK TO THIS AGREEMENT ON ANY OF OUR SIGN-UP PAGES, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, BY SIGNING UP FOR AN ACCOUNT, BY LOGGING IN TO YOUR ACCOUNT, BY ACCESSING ANY PART OF THE SERVICES (INCLUDING BY MEANS OF ANY API INTERFACE), YOU ARE REPRESENTING THAT YOU HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF PARTNER. COMPANY AND PARTNER ARE EACH HEREINAFTER SOMETIMES INDIVIDUALLY REFERRED TO AS THE "PARTY" AND COLLECTIVELY AS THE "PARTIES." Company may change this Agreement by posting a revised Agreement at any time and the revised Agreement will be effective immediately upon posting or the effective date indicated in the new Agreement, as applicable; provided, however, any terms that have been negotiated in this current Agreement will be considered to supersede any related term in the new Agreement. If Partner does not agree with the revised Agreement, Partner must immediately discontinue use of the Services and cease participation in the Company partner program. Any negotiated terms also supersede any policies or procedures that are in conflict. 1. Definitions. (a) "Co-Branded Landing Page" means a Company website, from which prospective Customers may subscribe to the Services, that is co-branded with Marks of both Partner and Company. (b) "Company Materials" means any information, content and materials provided by Company to Partner describing the Services for use in marketing the Services. (c) "Customer" means a third party (including franchisees, locations, representatives, distributors, direct sellers, universities, corporate networks or similar) that has subscribed to the Services through use of the Co-Branded Landing Page, or, where applicable, has subscribed to the Services, directly or through Partner, through use of the Partner Console that has not been removed from Partner's account by Company (i) following such Customer's request or (ii) because such Customer requires access to certain templates or other features and belongs under another partner, as determined by Company (e.g. a franchisee who requires access to a franchisor's templates). (d) "Customer Data" means information relating to Customers collected by or for Company in connection with the Services, including the Customer's contact information. (e) "Digital Marketing Services" means a variety of online tools and resources to collect visitor email addresses and to create, launch, and manage online email, survey, event and other campaigns provided by Company to businesses and organizations. (f) "Discount Services" means the Company Digital Marketing Services and any other Service that Company offers a discount on, in its sole discretion. Docusign Envelope ID: 6C851E4C-9AC2-449D-ADB8-F783271E9F2F (g) "Intellectual Property" means any and all intellectual property or proprietary rights under any jurisdiction including (i) Marks, and all goodwill associated therewith and symbolized thereby; (ii) inventions, discoveries and ideas, whether patentable or not, and all patents, registrations, and applications thereof; (iii) published and unpublished works of authorship, whether copyrightable or not (including databases and other compilations of information), copyrights therein and thereto, and registrations and applications thereof; (iv) trade secrets; (v) all moral rights in the foregoing (that is, the right to claim authorship of or object to the modification of any work); and (vi) all applications, renewals, extensions, restorations and reinstatements of the foregoing. (h) "Marks" means the trademarks, including registered and common law trademarks, trade names, service marks, logos, domain names and designations of a Party. (i) "Order Form" means the form evidencing the initial order for Services, including any addendum or online confirmation form, and any subsequent orders separately entered into by Partner and Company. Each Order Form shall be incorporated into and become a part of this Agreement. (j) "Partner Console" means a partner console that Company may make available to Partner in Company's sole discretion. (k) "Services" means, collectively, the Digital Marketing Services and any other Company online products and services, and related offerings, features and functionalities, including email and digital marketing services, the Company website and any related sub-site, user interface designs, applications, including our mobile application, processes, software, source code, application programming interfaces, systems delivered or accessible through any media or device, images that are made available by Company through any email or website builder tools, designs, templates, text, graphics, video, information, audio and other files, support, additional services and all related materials and documentation, and any and all enhancements and modifications thereto howsoever made, provided by or on behalf of Company to Partner pursuant to this Agreement. (l) "Subscriber" means for each Customer, the individuals or entities contained within a Services database for such Customer's use of such Services. (m) "Subscriber Data" means all information and data relating to Subscribers collected by Company in connection with the Customer's use of the Services, including Subscribers' names, addresses and e-mail addresses. (n) "User Agreements" means Company's Terms of Service, Acceptable Use Policy, Privacy Notice, and any other content restrictions, user agreements, and other terms and conditions governing use of the Services, generally available through the Company website, as each of the foregoing may be amended by Company from time to time in its sole discretion. 2. Activities and Responsibilities. (a) Limitations. If Partner provides information regarding the Services to Customers or prospective Customers, Partner is authorized to represent only those facts about the Services as are stated in current Services descriptions and advertising or are delivered in other non- confidential or non-proprietary written material. Partner is not authorized to transfer, sell or license or otherwise assign, or enter into binding agreements for, any of Company's Services. Docusign Envelope ID: 6C851E4C-9AC2-449D-ADB8-F783271E9F2F (b) Company Policy and End User Requirements. Partner agrees to Company's policies posted on the Company website and in effect from time to time, including the User Agreements. Partner shall not distribute or otherwise make available the Services to any third party (each an "End User") except through the Co-Branded Landing Page or the Partner Console. In any case, Partner shall not make the Services available to an End User unless such End User obtains a subscription to the Services (directly or indirectly through Partner) and acknowledges and agrees to abide by, or Partner is authorized to bind End User to abide by, the User Agreements. Partner agrees to use commercially reasonable efforts to ensure Customers comply with the User Agreements and will cooperate with Company to investigate any alleged breaches thereof. (c) Partner Reporting. Subject to Company's then-current policies and procedures and any applicable terms and conditions, Company may provide Partner with access to a partner console showing activity reports for all Customer accounts. (d) Consent to Contact. By entering into this Agreement, Partner consents to receiving email, text or any other type of messages from Company to inform it of changes or additions to the Services, this Agreement and any other matter related to the foregoing and for general marketing purposes (Partner may unsubscribe from marketing messages at any time, but not transactional messages). Partner acknowledges that Company may, but is not obligated to, monitor or record any telephone conversations and chat texts for quality control purposes, for purposes of training employees and for Company's own protection. 3. Administrator Account. Subject to Company's then-current policies and procedures, Company shall provide Partner with a free Company account during the Term (the "Administrator Account") for up to 5,000 contacts. Partner will be responsible for all fees associated with any use of the Administrator Account above the 5,000 contact level, although Company may provide Partner with a discount on such fees. During the Term, Partner may only use the Administrator Account to promote the Services and Partner's products and services to current or prospective Customers (for example, Partner may not send out emails on behalf of its Customers by means of the Administrator Account). If at any time during the Term, Partner has fewer than ten (10) paying Customers, Company may require Partner to pay for its use of the Administrator Account. Partner's use of the Administrator Account is subject to the User Agreements. Company reserves the right, in its sole discretion and with or without notice, to modify the features and limitations of the Administrator Account, which includes the right to remove the right to such account entirely. Upon termination of this Agreement, any fee waivers granted to Partner in connection with the Administrator Account shall cease. 4. Discount. Company may provide Partner or Customers with a discount on the Services (the "Discount"). The Discount, if any, will only apply to the Discount Services and shall be subject to the terms and requirements set forth in the Company Partnership Proposal provided to you by Company, which shall be deemed Company Confidential Information (as defined below). If Company agrees to provide Partner with a Discount, such obligation shall not survive beyond the termination of the Agreement. 5. Intellectual Property. (a) IP Ownership. Company shall retain sole and exclusive right, title, and interest to each the Services, the technology underlying or related to the Services, Company's Intellectual Property, including all intellectual property rights in and to all aspects of the Services, and the Company Materials. Partner shall retain sole and exclusive right, title, and interest to Partner's Intellectual Docusign Envelope ID: 6C851E4C-9AC2-449D-ADB8-F783271E9F2F Property. Except as licensed herein, this Agreement does not transfer any Intellectual Property rights between the Parties. (b) Marks License. (i) Company Marks. Company grants to Partner a non-exclusive, non-transferable, royalty-free right and license to use and publicly display the Company Marks solely (A) in connection with any activities set forth herein, (B) with prior written approval of Company in connection with each use, and (C) in accordance with Company's standard trademark guidelines or other restrictions imposed in the approval. (ii) Partner Marks. Partner grants to Company a non-exclusive, nontransferable, royalty-free right and license to (1) use and publicly display the Partner Marks solely (A) in connection with any activities set forth herein, (B) with prior written approval of Partner in connection with each use, and (C) in accordance with Partner's standard trademark guidelines provided to Company or other restrictions imposed in the approval and (2) use and publicly display the Partner Marks for the purpose of promoting the Parties' relationship and Company's partnership program(s) on any website owned or controlled by or on behalf of Company, Company's social media channels, Company's internal corporate documents and presentations, and other related marketing materials and marketing collateral, whether online or offline, and through any medium and using any technology selected by Company in its sole discretion. (iii) Trademark Review and Approval. Each Party will have the right to pre-approve any and all uses of such Party's Marks, including any marketing collateral (whether off line or online) and press releases related to the Agreement. (iv) Termination Based on Trademark Usage. Each Party shall be entitled to terminate this Agreement without penalty if, in its reasonable discretion, the use by the other Party of its Marks tarnishes, blurs, or dilutes its Marks or misappropriates the associated goodwill and such problem is not cured within three (3) business days of receiving notice of the problem. (c) Sales and Marketing Materials License. Company grants Partner the non-exclusive, non- transferable, non-sub licensable right and license to: (i) use the Company Materials solely in conjunction with the marketing and promotion of the Services, and (ii) modify certain of the Company Materials expressly designated for such purpose by incorporating Partner's Marks, subject to Company's prior written approval. All such modified materials will be deemed Company Materials under this Agreement, except that Company's ownership of the Company Materials shall not include any of Partner's Marks included therein. Partner agrees that Partner will not at any time assert or claim any interest in or do anything that may adversely affect the validity of the Company Materials or Company Marks, or any other materials, trademark, trade name or Services designation belonging to or licensed to Company. (d) Data License. Partner hereby grants to Company a non-exclusive, worldwide, royalty-free, sublicensable, transferable, perpetual, irrevocable license to use the Customer Data and Subscriber Data to provide the Services to Partner and Customers and to communicate with Customers regarding the Services (including with respect to the marketing and sale of other Company Services). Partner represents that it has the right to grant the foregoing rights to Company. In the event that Partner uses functionality provided by Company to send emails on behalf of Customers ("Central Send"), Partner represents to Company that it has a right to obtain and use Subscriber Data for its own purposes. Docusign Envelope ID: 6C851E4C-9AC2-449D-ADB8-F783271E9F2F 6. Payment and Taxes. (a) Payment. Partner agrees to pay Company fees and other charges according to each Order Form. Payment shall be made by a payment method accepted by Company. Fees are only payable in the currencies as set forth in the applicable Order Form. If Partner is paying by credit card, (a) Partner hereby irrevocably authorizes Company to charge the credit card or other payment method provided for any such amounts when due, (b) amounts due will be automatically charged, (c) if Partner’s credit card is declined, Company will attempt to reach out to you for a new payment method, and (d) if Partner’s credit card expires, Partner hereby authorizes Company to submit the credit card charge with a later expiration date. If Company fails to resolve an issue with Partner resulting from a credit card decline or expiration, Company may terminate this Agreement due to non-payment. Late payments, including those resulting from credit card declines, may accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. If Company must initiate a collections process to recover Fees due and payable hereunder, then Company shall be entitled to recover all costs associated with such collections efforts, including reasonable attorneys’ fees. Except as otherwise expressly specified herein or in an Order Form, all payment obligations are non-cancelable and fees paid are non-refundable. (b) Reserved. 7. Confidentiality and Non-Disclosure and Data Privacy. (a) Confidential Information (i) Defined. A Party's "Confidential Information" is defined as any information of the disclosing Party, which is disclosed in a tangible form is marked using a legend such as "Confidential" or "Proprietary." "Confidential Information" of Company shall include any data about its customers or users that it makes available to Partner from time to time in Company’s sole discretion; provided such information is marked as confidential ("Company User Data"). (ii) Mutual Obligations. Each Party shall (A) hold the other Party's Confidential Information in confidence, (B) not disclose such Confidential Information to third parties nor use the other Party's Confidential Information for any purpose other than as required to perform its obligations under this Agreement or as expressly permitted hereby and (C) use the same degree of care to protect the confidentiality of the other Party's Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). Such restrictions shall not apply to Confidential Information that (i) is already known by the recipient, (ii) becomes publicly known through no act or fault of the recipient, (iii) is received by recipient from a third party without a restriction on disclosure or use, or (iv) is independently developed by recipient without reference to the other Party's Confidential Information. Where Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, the Party subject to such requirement shall promptly notify the disclosing Party upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protection by order of any disclosed Confidential Information. The Parties' respective obligations to maintain the confidentiality of information disclosed hereunder shall survive the expiration or early termination of this Agreement or until such time as such information becomes public information through no fault of the receiving Party. Company acknowledges that Partner must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to Docusign Envelope ID: 6C851E4C-9AC2-449D-ADB8-F783271E9F2F any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by Company to Partner shall become property of Partner upon receipt. Any portions of such material claimed by the Company to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. (iii) Ownership. All Confidential Information, unless otherwise specified in writing, shall remain the property of the disclosing Party. (b) Data Privacy. Partner agrees to treat Personal Information (as defined below) in accordance with the provisions set forth below. With respect to Personal Information that is also Company's Confidential Information, the following obligations shall be in addition to the obligations set forth above (the Parties agreeing that in the event of any conflict, the provision affording the greater protection to the information shall control): (i) Partner may receive or have access to certain personal, individually-identifiable information in connection with this Agreement, including Company User Data (the "Personal Information"). (ii) Partner shall only use or disclose the Personal Information as necessary to perform its obligations under this Agreement, or pursuant to the unambiguous prior consent of the individual (for which Partner has the responsibility of obtaining), or as otherwise required by law. (iii) Partner shall implement reasonable measures to protect the Personal Information from loss; misuse; and unauthorized access, disclosure, alteration, or destruction. Partner shall promptly report to Company any improper or prohibited use or disclosure of the Personal Information of which it becomes aware. (iv) Subscriber Data. Company and Partner each acknowledge that it shall not make any use of the Subscriber Data except as necessary for permitted use of the Services by Customers and/or Subscribers or as otherwise consented to by a Subscriber. 8. Term and Termination. (a). Term. The term of this Agreement shall be annual, or to the extent applicable, the period specified in an Order Form (the "Initial Term"). The Agreement shall thereafter automatically renew for successive one (1) year periods (each a "Renewal Term"; all such Renewal Terms together with the Initial Term, the "Term"), unless either Party sends written notice of non- renewal at least thirty (30) days prior to expiration of the current one (1) year term (the "Termination Notice"). In the event that Partner pays for the Customer accounts under the partnership, upon Company's receipt of the Termination Notice, the Parties will work together to notify Customers that Partner will no longer be paying for their accounts and that they will be invoiced at the rates set forth on the Company website generally available to all Company customers (or a discounted rate to be determined by Company in its sole discretion) and assist Company in encouraging such Customers to remain paying customers of Company. (b) Right to Terminate. Notwithstanding any other provision hereof, this Agreement may be terminated as follows: (i) by both Parties with fifteen (15) days' advance written notice; (ii) in the event either Party materially breaches any of the provisions hereof, and such breach is not curable, this Agreement shall be immediately terminable by the non-breaching Party upon written notice to the other Party (any violation of the confidentiality, non-disclosure and data privacy provisions hereof shall constitute a non-curable breach); or (iii) immediately by either Docusign Envelope ID: 6C851E4C-9AC2-449D-ADB8-F783271E9F2F Party in the event that the other Party becomes insolvent, files or is forced to file any petition in bankruptcy, or makes an assignment for the benefit of its creditors. (c) Effect of Termination. Any termination of this Agreement shall not release Partner from paying any fees owed to Company for any periods prior to or after termination. Upon termination of this Agreement for any reason, all rights granted to Partner herein shall immediately cease, including any discounts provided hereunder, and Partner shall immediately cease all marketing and promotion of the Services and all use of the Co-Branded Landing Page. Additionally, Partner shall immediately delete, destroy or return all originals and copies of any Company Confidential Information, including all documentation, manuals, instructions and other information associated with the Services, and upon request, provide Company with certification thereof. Without in any way limiting the foregoing, the Parties agree that following termination of this Agreement, Company may continue to make the Services available directly to Customers, without any liability or obligation to Partner. Partner acknowledges and agrees that neither upon nor after termination of the Agreement will Company remove or modify any Customer or Subscriber Data in Customer accounts that remain open and paid for by Customers following termination, except as required by law, court order, or Company's standard policies or procedures. Notwithstanding the foregoing, upon termination of the Agreement and request by Partner, Company shall use commercially reasonable efforts to remove any custom templates from Customer accounts that were provided by Partner during the Partnership (the "Custom Templates"). For the avoidance of doubt, Company will not remove or modify any archived emails found in such Customer accounts, regardless of whether they contain Custom Templates, except as required by law, court order, or Company's standard policies or procedures. 9. Representations and Warranties; DISCLAIMER. (a) General. The Parties each represent and warrant that if the Party is an entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized, and the execution and delivery of this Agreement and compliance with all provisions of this Agreement are within the corporate power and authority of such Party. (b) DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY OF ITS PRODUCTS OR SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL MEET USER REQUIREMENTS OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. 10. Indemnification. (a) Partner shall defend, indemnify and hold Company harmless from and against any lawsuit, claim, damage, liability, or expense (including reasonable attorneys' fees) incurred by Company as a result of any third-party claim against Company resulting from or relating to Company's use of the Partner Marks, the content on Partner's website, Partner's products or services, Partner's unauthorized marketing, promotion, use or distribution of the Services, Partner's failure to abide by the applicable terms of any User Agreement, Partner's breach of this Agreement, or the infringement or misappropriation of any patent, copyright, trademark, or other intellectual property right of any third party that relates to any information provided to Company by Partner. Docusign Envelope ID: 6C851E4C-9AC2-449D-ADB8-F783271E9F2F (b) Reserved. 11. Limitation of Liability. Reserved. TO THE EXTENT PERMITTED BY LAW, EACH PARTY'S LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT, UNDER ANY LEGAL THEORY, SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY PARTNER TO COMPANY UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM AND (b) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF DATA, LOST PROFITS, BUSINESS INTERRUPTION, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT, OR SPECULATIVE DAMAGES. 12. Compliance with Laws. Partner agrees (a) to comply with all applicable federal, state, local, and foreign laws, statutes, rules and regulations ("Laws"), including Laws regarding telemarketing, data privacy, email and facsimile marketing, and customer solicitation, (b) not to engage in any form of harassment or fraud, (c) to comply with any applicable third party agreements, and (d) not to send unsolicited commercial email (spam) using the Services or otherwise. Partner acknowledges and agrees that it is Partner's sole responsibility to determine the applicability of, and ensure its own compliance with, any such Laws. Partner further agrees to have in place and comply with appropriate privacy policies and security features in accordance with its contractual obligations and applicable Laws. 13 Keyword Noncompete. During the Term, and for a period of six (6) months thereafter (the3 “Noncompete Period”), Partner will not purchase, either directly or indirectly, or bid, either directly or indirectly, on any Keywords owned or offered through an Internet search engine (including Google, Yahoo, or MSN/Bing) that compete with Company or any of its Services, including Company’s name, Marks, Services names, and associated terms. In addition, Partner will not, directly or indirectly, engage in any activities that could result in confusion among consumers as to the source of the ad (such as the overuse of an authorized trademark, trademark cyber-stuffing or other similar activities). For purposes of this Agreement, “Keywords” shall mean a word used in a search request by an Internet search engine user which, when used in such Internet search engine, a particular sponsor’s ad will appear near to the search results. 14. Foreign Corrupt Practices Act, UK Bribery Act and Other Improper Payments. In connection with each Party’s compliance with the U.S. Foreign Corrupt Practices Act (“FCPA”) and the UK Bribery Act (and similar laws of other jurisdictions), each Party agrees not to offer, promise, approve or make payments, gifts, or anything of value to foreign government officials or private parties for the purpose of influencing such individuals to obtain or retain business. In addition, neither Party shall make any payments with a wrongful or corrupt intent, including payments a Party knew or should have known were intended to influence a private party, government official or government. 15. Export Compliance. The Services and any standalone utilities that may be provided to Partner for use with the Services may be subject to export laws and regulations of the United States, the European Union and other jurisdictions. Partner represents that it is not named on any U.S. government, European Union member or other jurisdiction’s denied-party list. Partner shall not permit Customers to access or use the Services in a U.S.-embargoed country, in violation of any U.S. or European Union export law or regulation from where Partner and/or Customers use the Services. Docusign Envelope ID: 6C851E4C-9AC2-449D-ADB8-F783271E9F2F 16. Miscellaneous Provisions. (a) Relationship of the Parties. The Parties are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency, or joint venture. (b) Non-exclusive. Nothing contained in this Agreement shall be construed as creating an exclusive relationship between Partner and Company. (c) Expenses. Except as otherwise specified herein or as otherwise mutually agreed upon by the Parties, each Party will bear its own costs of performing under this Agreement (including with respect to any marketing activities). (d) Reserved. (e) Overdue Payments; Offset. If Partner has an overdue balance owed to Company, Partner authorizes and consents to Company deducting from any payment it is entitled to hereunder, the amount of any funds that are due and owing to Company or its affiliates. Company further reserves the right to withhold payment, or offset any amounts owed to Partner, if it reasonably determines that such amounts owed are as a result of any fraudulent or illegitimate behavior, including the fraudulent use of credit cards or other means of payment. Partner agrees to cooperate with Company in its investigation of any of the foregoing. (f) Governing Law and Jury Trial Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas , U.S.A., except for its conflicts of laws principles. The Parties consent to the exclusive jurisdiction of, and venue in, the state and federal courts in Denton County, Texas . (g) Public Announcements. All media releases, public announcements or public disclosures (including promotional or marketing material) by either Party relating to this Agreement are prohibited without the prior written consent of both Parties. (h) Assignment; No Waiver. This Agreement binds and is for the benefit of the successors and permitted assigns of each Party. Partner may not assign this Agreement or any rights under it, in whole or in part, without Company's prior written consent. Any attempt to assign this Agreement other than as permitted above will be null and void. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Company shall provide prompt written Notice of Assignment to Partner. (i) Force Majeure. Neither Party hereto shall be responsible for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes that are beyond the reasonable control of such Party. Obligations hereunder, however, shall in no event be excused but shall be suspended only until the cessation of any cause of such failure. The Company shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. (j) Control over Services. Partner acknowledges that (i) the Services and any related services may be subject to temporary shutdowns due to cause beyond Company's reasonable control; Docusign Envelope ID: 6C851E4C-9AC2-449D-ADB8-F783271E9F2F and (ii) subject to the terms of this Agreement, Company retains sole right and control over the development, content and conduct of its products and services. (k) Responsibility. Partner agrees to ensure that each of its employees, contractors, subcontractors, agents and team members comply with Partner's obligations under this Agreement. (l) Entire Agreement. Except as set forth in the next sentence, this Agreement (including any exhibits hereto and other documents referenced herein) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior oral, written or online agreements. If Partner has previously entered into a "Business Partner Services Agreement" (or any similar agreement) with Company, then the Parties hereby agree that such prior agreement shall be terminated and shall be superseded by the terms and conditions set forth herein. Each Party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. Except as expressly set forth herein, this Agreement does not govern any use by Partner of the Services and any use by Partner of the Services shall be governed by the User Agreements and any other agreement Partner agrees to in connection with its use of such Services. (m) Severability. If any provision of this Agreement shall be held illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. (n) Notices. Partner agrees that Company may provide notice to Partner by emailing such notice to the email address listed by Partner during Partner's registration or mailing it to the street address designated by Partner during Partner's registration. Such notice shall be considered to be received by Partner within 24 hours of the time it is emailed to Partner unless Company receives notice that the email was not delivered. If the notice is sent by mail, Company will consider it to have been received by Partner three (3) business days after such notice has been sent. Any notice to Company must be sent by postal mail or overnight courier to: Company, Inc., attention: General Counsel, 1601 Trapelo Road, Walthha, MA 02451, with a copy to legalnotices@constantcontact.com. (o) Survival. The Sections of this Agreement relating to Confidential Information and Non- Disclosure and Data-Privacy, Payment and Taxes, Indemnification, Limitation of Liability, Disclaimer, and this Section (Miscellaneous) shall survive any termination or expiration of this Agreement. Docusign Envelope ID: 6C851E4C-9AC2-449D-ADB8-F783271E9F2F IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and ay first above written. THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT   Kayla Clark, Buyer BY: _______________________________   APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________   AUTHORIZED SIGNATURE, TITLE By: “CONTRACTOR” Docusign Envelope ID: 6C851E4C-9AC2-449D-ADB8-F783271E9F2F VP Dustin Sternbeck Chief Communications Officer Marketing and Communications CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Docusign Envelope ID: 6C851E4C-9AC2-449D-ADB8-F783271E9F2F Constant Contact, Inc. 9/12/2024 Joe Lopez Certificate Of Completion Envelope Id: 6C851E4C9AC2449DADB8F783271E9F2F Status: Completed Subject: ***Purchasing Approval*** 8659- Constant contact agreement Source Envelope: Document Pages: 13 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Kayla Clark AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 kayla.clark@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 9/12/2024 7:39:26 AM Holder: Kayla Clark kayla.clark@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Kayla Clark kayla.clark@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 9/12/2024 7:51:54 AM Viewed: 9/12/2024 7:52:48 AM Signed: 9/12/2024 7:52:52 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Christa Christian Christa.Christian@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/12/2024 7:52:54 AM Viewed: 9/12/2024 8:35:30 AM Signed: 9/12/2024 8:35:38 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/12/2024 8:35:40 AM Viewed: 9/12/2024 11:15:35 AM Signed: 9/12/2024 11:29:34 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Joe lopez joe.lopezalvarado@constantcontact.com VP Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 23.93.13.88 Signed using mobile Sent: 9/12/2024 11:29:38 AM Viewed: 9/12/2024 11:30:06 AM Signed: 9/12/2024 11:30:45 AM Electronic Record and Signature Disclosure: Accepted: 9/12/2024 11:30:05 AM ID: 03297119-91b8-4acb-a052-fd801882490e Signer Events Signature Timestamp Dustin Sternbeck Dustin.Sternbeck@cityofdenton.com Chief Communications Officer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 9/12/2024 11:30:48 AM Viewed: 9/12/2024 11:55:30 AM Signed: 9/12/2024 11:55:54 AM Electronic Record and Signature Disclosure: Accepted: 9/12/2024 11:55:30 AM ID: 44613745-7027-416e-874c-fc7d9fc313d4 Kayla Clark kayla.clark@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/12/2024 11:55:57 AM Viewed: 9/12/2024 11:58:20 AM Signed: 9/12/2024 11:59:44 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Julio Martinez julio.martinez@constantcontact.com Security Level: Email, Account Authentication (None) Sent: 9/12/2024 11:29:36 AM Viewed: 9/12/2024 11:30:16 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 9/12/2024 11:59:46 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/12/2024 7:51:54 AM Certified Delivered Security Checked 9/12/2024 11:58:20 AM Signing Complete Security Checked 9/12/2024 11:59:44 AM Completed Security Checked 9/12/2024 11:59:46 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM Parties agreed to: Joe lopez, Dustin Sternbeck How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.