Terms & Conditions

Last updated: March 14, 2023

Recitals

GNG provides a custom online benefits portal for offering and managing core, voluntary, financial, retirement, lifestyle and other benefits offerings and includes tools related to communicating and managing new members, as well as exporting new member data. (“GNG Platform”).

GNG desires to provide certain benefit technologies, services, and products (the “Services”) to Partner in the United States, pursuant to the terms of this Agreement, and as is set forth in each services schedule (“Schedules”) executed hereunder, and Partner desires to access, use, and offer the Services to its members (“Participants”). “Participants” means one or more employees, unions members, retirees, or individuals of a Non-Profit Organization or Corporation, or a beneficiary of any of the foregoing persons, who procures or has access to the Services as a result, whether directly or indirectly, of the marketing, introduction or offer of the Services by Partner.

The Parties hereby agree as follows:

1. General Interpretation.

1. 1. The terms and conditions of this Agreement shall be applicable to the Services and the Schedules. Each Schedule executed under this Agreement shall incorporate and be governed by all the terms and conditions contained herein. Unless otherwise expressly provided for in this Agreement, if there is a conflict, ambiguity, or lack of provision between a Schedule and this Agreement, this Agreement shall prevail.
   2. GNG may offer and implement one or more additional Services pursuant to this Agreement. Partner and its Participants shall be deemed to have accepted and agreed to such Services either by signing the applicable Schedule or activating the Services within the GNG application store (“App Store”).
2. Promotion and Sale Efforts. Partner will use commercially reasonable efforts to communicate the availability of the Services and the GNG Platform to its relevant employees, and to market and promote the Services to Participants and Participants.
3. Revenue Share and Costs. During the Term and in connection with their performance under this Agreement, GNG and Partner shall receive certain fees, commissions, and revenue share (“Revenue Share”) as is set forth in each Schedule executed hereunder.
4. Partner’s Performance. Partner shall:
   1. Actively market, promote, and offer the availability of the GNG Platform to all its new and existing Participants in the United States, and at GNG’s request, engage Participants with GNG representatives directly to support these efforts.
   2. Attend any online training that may be necessary for the marketing, promotion, offering, or sale of the Services or the implementation, use, and operation of the Services.
   3. Perform all Participant implementations reserved to Partner personnel in Schedules executed hereunder.
   4. After the first Participant has been implemented, Non-Profit & Corporate Partner may designate one of Partner’s personnel to be a GNG Platform subject matter expert (“SME’s”) to take over the support of all Partner’s implementation and member management. At such time, all support calls shall be first handled by the SME’s, and GNG will continue to provide support to the SME’s as needed.
   5. At no time during or after the Term, incur any liability or obligation, enter into any contract, or make a representation or warranty on behalf of GNG or receive or collect any money due to GNG by any Partner or Participants. If Partner receives any such monies, it shall promptly remit the balance of such monies to GNG with reference to the source and basis for the payment.
   6. At no time during or after the Term, modify, edit, decompile, tamper with, disable, disrupt, or reverse engineer any of the Services or Intellectual Property, or use the Services or Intellectual Property in a manner other than as provided for under this Agreement.
   7. At no time during or after the Term, create or develop, engage, or authorize a third party to create or develop, any of the Intellectual Property or anything substantially similar to the GNG Platform.
   8. Immediately notify GNG in writing of any errors or complaints received regarding any of the Services or Intellectual Property.
   9. Use reasonable efforts to cause Participants to promote the GNG Platform to maximize Participant enrollment (“Preferred Participant Communication Plan”):
      1. Communicate the availability of the Services being offered to their Participants during the Term.
      2. Make information about the Services available in onboarding materials or through the Partner’s internal benefits packets or documentation to ensure the maximum number of Participants are aware of the Services.
      3. Employ GNG’s then current communication program to introduce and launch the Services to eligible Participants and subsequent added products and services, including Participants sending pre-launch, launch, and post-launch emails to their eligible Participants, and periodic engagement or registration drives to be conducted at least two (2) times each calendar year.

5.  GNG’s Performance. GNG shall:

1. 1. Provide the hosting, management, and operation of the GNG Platform for use by Partner and its Participants during the Term, which shall generally have the features set forth in this Agreement and subsequent Schedules.
   2. Provide Partners’ designees with administrative support, which provides access to the reporting, settings, communication features, and the App Store.
   3. Where requested, exchange eligibility, enrollment, or census files with Partners to facilitate additional services outlined under a Schedule.
   4. Provide the Services in a professional and workmanlike manner, consistent with industry standards, and in accordance with the terms of this Agreement.
   5. Support Partner’s marketing and sales efforts regarding the Services by providing Partner with GNG’s standard branded sales and marketing materials (i.e., Participant and Participant videos, brochures, and email flyers).
   6. Provide telephonic and email support to Partner and Partner Designee. GNG Vendors provide Participant support relating to the operation of the Services provided to Participants.
   7. Provide Partner reporting tools through Partner’s GNG Platform master site, which includes reporting on the account activity of Participants.
   8. Provide Participants with live agent customer care support by phone, email, or online ticket from 8:30 a.m. to 8:30 p.m. EST, Monday through Friday or as otherwise noted.
   9. Ensure all incoming calls are recorded, all calls and emails are time stamped, response times are tracked, and all interactions are logged into GNG’s CRM solution database.
   10. Automatically escalate any issues that are not resolved through a single call resolution.
   11. Provide Participants with the ability to opt in and opt out of communications and cookie collection and respond to all proper data rights requests.
   12. Offer the Services in all 50 United States, Puerto Rico, and the District of Colombia.
   13. Ensure the GNG Platform’s terms and conditions, privacy policy, and cookie policy (“Platform Policies”) is easily accessible to Participants and Participants through GNG’s website and the GNG Platform.
   14. Implement administrative, physical, and technical safeguards designed to protect Participants personal information that are no less rigorous than those required under applicable law.
   15. Provide the features and functionality outlined in Exhibit A.
   16. Notwithstanding anything contained herein, any obligation, representation, or warranty of GNG under this Agreement each party expressly waives all rights to claim incidental, consequential, special, indirect, punitive or exemplary damages that in anyway relate to a claim under or breach of this agreement.

6. Term; Termination.
   1. This Agreement shall begin on the Effective Date and continue for a period of one (1) calendar year (the “Initial Term”) unless terminated earlier in accordance with Section 6(c).
   2. After the Initial Term, this Agreement shall automatically renew for additional one (1) year period (each a “Renewal Term” together with the Initial Term, the “Term”), unless either Party provides written notice of its intent to let this Agreement expire at least ninety (90) days prior to the end of the then-current Term.
   3. This Agreement may also be terminated under the following conditions:
      1. By either Party in the event of a breach by the other Party with respect to payment of any sums due and payable to the terminating Party, and where such breach is not cured or capable of being cured within thirty (30) days after notice of non-payment is provided to the breaching Party;
      2. By either Party in the event of a breach with respect to any obligation or duty under this Agreement, if such breach is not cured or capable of being cured within fifteen (15) business days of the non-breaching Party providing notice of said breach;
      3. Immediately by either Party if the other Party commits a material breach of this Agreement. A breach of Section 4(e), 4(f), 4(g), 7, 9, 10, or 20 shall be considered a material breach. It shall also be considered a material breach if a Party dissolves, becomes insolvent, files for bankruptcy, liquidation, reorganization, or all or substantially all its assets are assigned for the benefit of a creditor. No termination of this Agreement shall negate a Party’s liability, if any, for amounts due or accrued up to and including the date of such termination.

1. By either Party for convenience, any time after the first year of the Initial Term, by providing ninety (90) day prior written notice to the other Party. 

7. 1. In performing hereunder, the Parties may exchange Confidential Information with each other as may be necessary or desirable to further the Purpose. (“Confidential Information”) refers to any of the following disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”): (1) any document marked as confidential, proprietary, or trade secret; (2) any information orally designated as confidential or proprietary provided that the Disclosing Party confirms such designation in writing within five (5) business days; (3) any source code, object code, or technical information and solutions related to the Services or GNG Platform; (4) strategic plans, information about business relationships with third-parties, employee information, Participant lists, supplier information, pricing, contract terms, product or sales presentations, and product expansion timelines or technology forecasts; (5) any other non-public information which a reasonably prudent person would identify as confidential, proprietary, or a trade secret. Confidential Information does not include information that: (i) is already possessed by a Receiving Party prior to disclosure; (ii) is independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information; (iii) becomes publicly known, before or after disclosure, other than as a result of the Receiving Party’s improper acts or omissions; or (iv) is approved for disclosure with the written consent of the Disclosing Party.
   2. The Receiving Party agrees to use it best efforts to maintain the confidentiality of the Disclosing Party’s Confidential Information, which in no instance will be less than the level of efforts employed by the Receiving Party to protect its own Confidential Information. Each Party shall only disclose such Confidential Information to: (1) its parent, affiliates, employees, agents and consultants who are required to have access to the Confidential Information in connection with the exercise of their rights or performance of their obligations under this Agreement, and (2) investors, prospective acquirers, and professional advisers ((1) and (2) referred to collectively as the “Authorized Representatives”; provided that such Authorized Representatives are bound by written confidentiality agreements that respect the treatment of Confidential Information in accordance with this Section 7. The Parties shall not allow any unauthorized persons to access Confidential Information and shall take all reasonable steps necessary to protect such Confidential Information, including the implementation and enforcement of procedures designed to minimize the possibility of a Data Breach (defined below). In the case of a Data Breach, the Party from which the Data Breach originated (“Breaching Party”) shall immediately notify the other Party and take steps to mitigate the effects of the breach and prevent a future breach. The Breaching Party shall conduct an analysis on the effects of the Data Breach and disclose to the other Party what information was affected and other key details about the Data Breach.
   3. In the event that a Receiving Party is required by law or a governmental authority to make a disclosure of the Disclosing Party’s Confidential Information, whether by subpoena, judicial or administrative order, or otherwise, the Receiving Party shall provide written notice of such requirement to the Disclosing Party, and permit the Disclosing Party to intervene in any relevant proceedings to protect its interest in the disclosure of the Confidential Information, at its sole cost and expense. The Receiving Party agrees to reasonably cooperate with and assist the Disclosing Party in seeking to obtain a protective order or narrowing the scope of the disclosure. In the event such protection is not obtained, the Receiving Party may disclose only the minimum portion of the Confidential Information that is legally required.
   4. The Parties agree to comply with lawful data subject rights requests from Participants under any applicable Data Protection Laws. For the purpose of this Agreement, “Data Protection Laws” means the E.U. General Data Protection Regulation, the California Consumer Privacy Act, and any other similar law or regulation that comes into effect during the Term, which may be applicable to the Parties or grant rights to a Participant. Partner agrees to treat all Participant personal information controlled by GNG and accessible through the administrative tools of the GNG Platform in accordance with GNG’s then current privacy policy. Partner further acknowledges that GNG is the controller and owner of all data received from Participants in relation to the Services and through the GNG Platform.
   5. Notwithstanding anything to the contrary in this Agreement, but subject to the terms and conditions herein, each Party may (i) retain copies of Confidential Information that are required to be retained by order or law, (ii) retain copies of its work product that contain Confidential Information for archival purposes or to defend its work product, and (iii) in accordance with disaster recovery protocols, routine information system backups, and records retention requirements, but must store such copies and derivative works in an archival format (e.g. tape backups) that is not readily accessible; provided, however, that all of the Disclosing Party’s Confidential Information retained by the Receiving Party shall remain subject to the terms, conditions, and limitations set forth in this Agreement for as long as they are retained.
   6. Upon termination or expiration of this Agreement, the Receiving Party shall either return or destroy, at the Disclosing Party’s option, all copies of any Confidential Information in the Receiving Party’s possession, or under its control, excluding the exceptions outlined in Section 7(e). 

8. Property Rights. GNG has and shall retain all right, title, and interest in and to the Services, GNG Platform, and all Intellectual Property. Partner is the owner of its respective Marks (defined below) and nothing in this Section 8 is intended to challenge, claim, or acquire any interest in them.
   1. “Intellectual Property” with respect to the GNG Platform, means any and all Proprietary Property, copyrights, trademarks, logos, symbols, service marks, trade names, trade dress, patents, trade secrets, and any other kind of intellectual property worldwide, whether or not created with others, on behalf of either Party, or using any property of either Party, or any of its parents, subsidiaries, or affiliates.
   2. “Proprietary Property” with respect to the GNG Platform, means the Services, technology, applications, websites, webpages, codes, software, features, designs, graphics, drawings, solutions, methodologies, pictures, processes, plans, marketing or instructional or educational materials, images, text, artwork, sound, content, samples, writing, press or public releases, articles, products, concepts, inventions, formulas, data, technique, know-how, or any other proprietary material or technology included therein, whether or not created with others, on behalf of either Party, or using any property of either Party, and all modifications, prototypes, discoveries, developments, improvements, updates, and derivatives thereof. 

9. Representations and Warranties. Each of the Parties represents and warrants that:
   1. The individuals executing this Agreement on behalf of the respective Parties is fully authorized and empowered to do so.
   2. They have all legal, regulatory, corporate, and other approvals and consents necessary to enable them to enter into and perform their obligations under this Agreement.
   3. They shall comply with all applicable laws and regulations required for the marketing, promotion, offer and sale of the Services and the fulfillment of their respective obligations under this Agreement, including applicable licensing, data privacy and security, anti-money laundering, and anti-corruption laws.
   4. Their respective marks do not infringe on or violate the trademark or other proprietary rights of any third party.

10. Promotional and Sale Materials. In marketing promoting, offering, and selling the Services to its Participants, Partner shall use only GNG approved information and materials (“Marketing Materials”) whether they be in hard copy or intangible format, or printed, electronic, published, posted, emailed or used, communicated, disseminated or stored otherwise. All Marketing Materials produced by GNG or otherwise resulting from the provision of the Services shall be the Proprietary Property of GNG. If materials are not provided to Partner by GNG, any such materials shall be submitted to GNG for written approval prior to any use or dissemination. Partner shall not engage in the unauthorized creation, alteration, use or dissemination of any Marketing Materials. 

11. Publicity and License. During the Term each Party grants to the other Party a non-exclusive, non-transferable, royalty-free, limited license to use its trademarks, logos, service marks, and trade names (“Marks”) in relation to the performance of this Agreement and in connection with marketing, promotion, offering, and selling the Services. All such use shall be in accordance with the limitations and requirements outlined in this Agreement and the other Party’s reasonable policies regarding advertising and intellectual property usage as communicated. Each Party may use and include the other Party’s logo and name on a listing of their existing business partners, provided that such listing does not state or imply an endorsement of the other Party’s products or services. For all other publications and promotional uses not contemplated hereunder, each Party will seek the consent of the other Party prior to using or displaying their Marks. Each Party shall retain all right, title, and interest in its trademarks, service marks, and trade names worldwide, including any goodwill associated therewith, subject only to this limited license. 

12. Injunctive Relief. The Parties acknowledge and agree that in the event of a breach or threatened breach of Sections 4(f), 4(g), 7, 9, 10, 11 or 20, money damages may be inadequate, and any breach or threatened breach of such Sections may cause irreparable harm to the non-breaching Party, a specific amount for which would be near impossible to ascertain. Therefore, in the event of any such breach or threatened breach of such Sections, the non-breaching Party shall, in addition to such other relief as might be appropriate, be entitled to seek (without posting of bond) injunctive relief, including a temporary restraining order, enjoining any such breach, or specific performance hereunder, in addition to any legal fees and costs associated therewith. 

13. Non-Exclusive Relationship. Partner acknowledges and agrees that (a) GNG does and shall continue to market, promote, offer, sell, provide, develop, and maintain the Services and other services and technologies, directly and through third parties, to and for Participants, contacts, members, and other third-parties associated with GNG; (b) GNG is not providing any Intellectual Property or Services under this Agreement on an exclusive basis; and (c) Partner does not have, by virtue of this Agreement or otherwise, any exclusive marketing, licensing, promotional, sales, or any other exclusive rights or territory regarding the Services, GNG, or the Intellectual Property. 

14. Retained Rights & General Restrictions.
    1. GNG reserves the right, in its sole discretion, to at any time:
       1. Enter into or decline to enter into any agreement or arrangement with any Participant, Participant, or any other third-party;
       2. To add, remove, edit, or disable certain Services or the GNG Platform, or portions thereof, including the Platform Policies at any time.
       3. To use subcontractors with relation to any of its obligations under this Agreement.

1. Participant’s access and use of the GNG Platform and participation in the Services shall be subject to the Platform Policies maintained by GNG, which Participant’s agree to be governed by upon registration.
2. Partner may only access and use the GNG Platform for the Purpose, or as is otherwise provided for under Schedules, and in a manner that is in compliance with the Platform Policies and applicable law. Furthermore, Partner shall not: (a) sell, rent, lease, license, distribute, provide access to, or otherwise transfer any Participant personal data made available to Partner through the GNG Platform to any third party; (b) use Participant personal data obtained from the GNG Platform or Services in any manner that is in conflict with the Platform Policies; and (c) remove, obscure, or modify any trademarks, confidentiality notices, or other legal disclaimers or notices from any Confidential Information disclosed by GNG. 

15. Books and Records. GNG shall maintain accurate and complete records of sales and transactions which generate Revenue Share under this Agreement and shall permit Partner reasonable access to such records on user account dashboard. GNG shall only be required to disclose the minimum portion of its records necessary to establish proper payment of Partner’s Revenue Share and retains the right to extract or redact any highly sensitive information, personal data, or other information required to be kept confidential by law, or GNG’s confidentiality obligations to third parties, from any such records made available to Partner. 

16. 1. The Parties to this Agreement (each, an “Indemnifying Party”) agree to indemnify and hold harmless the other Party, its officers, directors, shareholders, employees or agents (an “Indemnified Party”) against and in respect of any and all liability, damages, losses, claims, demands, suits, causes of action, judgements, costs or expenses (collectively, “Losses”) imposed upon or incurred by an Indemnified Party and to reimburse the Indemnified Party for any Losses incurred in connection with defending any actions relating to this Agreement and resulting from any of the following:
       1. A third-party claim resulting from the Indemnifying Party’s breach of its representations or warranties under this Agreement;
       2. Any grossly negligent act or omission or intentional misconduct on the part of an Indemnifying Party;
       3. Disclosure or exposure of personally identifiable information or Confidential Information caused by the act or omission of an Indemnifying Party or any of its contractors. 

17. Limitation of Liability. EXCEPT FOR CLAIMS THAT ARE (1) SUBJECT TO INDEMNIFICATION UNDER SECTION 16, OR (2) ARISE OUT OF A BREACH SECTION 7’S CONFIDENTIALITY REQUIREMENTS, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, REVENUES, OR BUSINESS OPPORTUNITIES, OR EXEMPLARY, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES FROM WHATEVER SOURCE DERIVED, EACH OF WHICH IS HEREBY EXPRESSLY WAIVED REGARDLESS OF ANY MATTER, FACT, EVENT, CIRCUMSTANCE OR CONDITION AND REGARDLESS OF WHETHER ANY SUCH DAMAGES, LIABILITIES OR OBLIGATIONS ARE FORESEEABLE OR WHETHER EITHER PARTY HAS CONTEMPLATED OR BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE SAME. 

18. Force Majeure. Neither Party will be liable to the other for failure to perform or delays in performance under this Agreement if, and to the extent, such failure or delay is caused by conditions beyond the Party’s control, and which even after the exercise of reasonable diligence, the delayed Party is unable to prevent or mitigate against such conditions. These conditions include: (1) acts of a god, (2) strikes, (3) boycotts, labor disputes, or other concerted acts of workmen, (4) failure of the internet, (5) failures caused by utilities, network providers, or other vital infrastructure, (6) epidemics or pandemics, (7) civil or military intervention by a governmental body, (8) national emergencies, weather emergencies, fires, floods, earthquakes, or other natural disasters, or (9) any other similar event beyond such Party’s reasonable control. Financial inability in and of itself shall not be considered a force majeure event. 

19. All notices under this Agreement shall be made by e-mail, if personally delivered, mailed by certified mail with postage pre-paid, or by overnight mail to the other Party at its address set forth in user account or to such other address as the Parties have specified in this Agreement.

20. Neither Party may assign this Agreement or any of its rights or obligations hereunder in whole or in part without the prior written consent of the other Party. Notwithstanding the foregoing, GNG may freely assign this Agreement and delegate its duties hereunder to its parent company, affiliated subsidiaries, or to a succeeding entity in the event of the purchase of all or substantially all of GNG’s assets or capital stock, whether by merger or otherwise, and regardless of whether it is the surviving entity following the consummation thereof. Subject to the foregoing, this Agreement shall be binding on and inure the benefit of the Parties and their successors and permitted assigns. 

21. No Partnership. Nothing in this Agreement or through the conduct of the Parties shall be construed to create an agency, partnership, joint venture, or employer-employee relationship. Neither Party shall have the authority to obligate or bind the other in any manner. 

22. If any provision is held to be invalid or unenforceable, such invalidity or unenforceability will only attach to that provision and will not affect or render invalid or unenforceable any other provision of this Agreement. Any such provision will be construed and modified to the extent necessary so as not to be invalid or unenforceable. 

23. Modification; No Waiver. This Agreement will not be modified except by a separate writing signed by the Parties, and no terms waived except in a signed writing by the Party or Parties exercising such a waiver. Failure or delay at any time to require performance of any provision or exercise of any rights will not affect the right of a Party to enforce or exercise at any time the same right, or any other provision or right. 

24. Choice of Law; Venue. Any dispute, action or proceeding relating to this Agreement or between the Parties relating to this Agreement shall be resolved according to the laws of the State of North Dakota without regard to principles of conflict of law. For any such dispute, action, or proceeding, the Parties submit to the exclusive jurisdiction of the federal and state courts located in Cass County, North Dakota and waive any objection based on forum non conveniens or any other objection to venue. Each Party waives its right to bring any action relating to this Agreement in any other jurisdiction. With respect to this Agreement, the Parties waive personal service of any summons, complaint, or other process and papers and agree that the service may be made in accordance with the notice provisions of Section 19. 

25. Waiver of Jury Trial. THE PARTIES AGREE TO IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY COUNTERCLAIMS RELATING TO THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OR ANY AND ALL DISPURES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. 

26. This Agreement may be signed in counterparts and by facsimile, pdf or e-sign, each of which shall be deemed one and the same and will be valid and binding upon activation of user account. 

27. Entire Agreement. This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all other agreements or understandings between the Parties. 

28. Notwithstanding the expiration or other termination of this Agreement for any reason, all provisions of this Agreement which by their nature must survive termination or expiration of this Agreement to give effect thereto shall survive such termination or expiration, including, without limitation, Sections 3, 7, 8, and 16 through 28. 

29. 1. During the Term of this Agreement, each Party shall obtain and maintain at its own expense insurance of the type and in the amounts set forth below. Insurance obtained by the Parties shall be written by and secured from insurance companies licensed to do business in the jurisdictions in which their principal place of business is located and carrying ratings of “A-” or better by A.M. Best Company or an equivalent recognized statistical rating organization. All such insurance shall be in place as of or prior to the Effective Date and persist throughout the Term of this Agreement.
    2. Commercial General Liability Policy. Insurance which includes, but is not limited to, bodily injury, personal injury, property damage, products liability, completed operations, independent contractor, and contractual liability for a minimum limit of one million U.S.D ($1,000,000) combined single limit per occurrence and in the aggregate.
    3. Cyber Liability Policy. Insurance for a limit of three million U.S.D. ($3,000,000) per claim and occurrence which shall, at the least, cover attorney fees, damages, and liability arising out of an information security incident, data leak, data misuse, hack, or unauthorized data access (together, a “Data Breach”), and breach notification costs associated with such a Data Breach, including without limitation: (a) expenses to provide warning or notice of a Data Breach to the non-breaching Party, its affiliates, customers, law-enforcement agencies, media outlets, regulatory bodies, or other third-parties as applicable; (b) expenses to investigate, assess or remediate a Data Breach or failure to comply with any information security or privacy law or regulation applicable to this Agreement; (c) expenses to hire any public relations consultants to respond to a Data Breach; (d) expenses to provide identity theft insurance and credit monitoring services to individuals affected by a Data Breach; (e) expenses to retain a call center to respond to inquiries regarding a security incident; and (f) expenses to respond or address any investigation by a government agency, regulatory body, or other third-party relating to a Data Breach.
    4. Umbrella Liability Policy. Insurance for a limit of no less than one million U.S.D. ($1,000,000) combined single limit per occurrence and in the aggregate in excess of the Commercial General Liability and Cyber Liability policies listed above.           

Exhibit A – Platform Features

The GNG Platform currently includes the following features and functionality:

1. Corporate or Non-Profit Account Dashboard:
   1. A home page that can have a custom Logo.
   2. Access to organization profile to update contact information.
   3. Additional account creation for Corporate or Non-Profit Designee to manage platform members.
   4. Ability to send invites to individual or bulk participants
   5. Access to membership benefits.
   6. Ability to export account participants.
   7. Analytics to report on participation membership. (# of active, pending members, revenue earned)
2. Discount Marketplace:
   1. Participants will be able to access a searchable marketplace filled with deals, discounts, and offers conveying commercial value to the Participant (“Offers”). GNG connects Participants directly with the third-party merchants and service providers (“Discount Providers”) through the Offer tile displayed on the GNG Platform.
3. U.S. Gift Card Outlet:
   1. Participants will have access to GNG’s discounted gift card outlet that includes gift cards from popular retail, restaurants, and national brands.
4. U.S. Local Deals:
   1. Provides Participants with an interactable map that displays Offers from nearby Discount Providers. The local deal map can save important addresses of the Participant, be filtered on multiple levels, and searched.
5. App Store

1. 1. Containing GNG created and third party created apps.
   2. Apps currently include solutions for open enrollment, payroll deduction management, financial wellness, wellness, voluntary benefits, employee discounts, human resource management, and payroll. 

Schedule 1 – U.S. Services & Revenue Share

The following terms shall apply to the provision of the Services in the United States, Puerto Rico, and the District of Colombia and the Revenue Share generated therefrom:

The GNG Platform revenue share is subject to the following:

1. Implementation of Non-Profit Partners with less than 1,000 Participants shall receive any revenue earned no earlier than quarterly.
2. Implementation of Non-Profit Partners with 1,000 Participants or more shall receive any revenue earned quarterly unless other approved arrangements are made.
3. The Revenue Share attributable to Non-Profit Partner for the various categories of Services under this Schedule 1 is as follows:

Revenue Share	Partner	GNG
New GiveNGo Participating Memberships	51%	49%
Recurring Participant Memberships	26%	74%

All Revenue Share calculations shall be made available to Partner online and payments shall be made approximately one hundred eighty (180) days after the end of the calendar month in which the Revenue Share was earned; provided, that GNG shall defer payment if the total amount due is less than $500.00 and may continue such payment deferral each month until such time as the total accumulated Revenue Share payable to Partner equals or exceeds $500 (the “Threshold”). When the Threshold is reached, GNG shall pay the accumulated Revenue Share balance in full and the Revenue Share accumulation and deferral cycle will restart.  No deferral shall apply to the final payment due under this Agreement.

Where applicable, GNG will furnish reporting and payment of Partner’s commissions in a timely manner.