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HomeMy WebLinkAboutIntersections Data Breach Agreement- identity protection 0 1 . TERSECTIO:NS INC . 3901 Stonecroft Boulevard, Chantilly, VA 20151 Tel 703.488.6100 Fax 703.488.1757 www.intersections.com INTERSECTIONS DATA BREACH AGREEMENT This Intersections Data Breach Agreement (the "Agreement ") is entered into this 6th day of November 2013 (the "Effective Date "), by and between Intersections Inc., a corporation organized under the laws of the state of Delaware with its principal place of business at 3901 Stonecroft Boulevard, Chantilly, Virginia 20151 ( "Intersections "), and the City of Jeffersonville, Indiana, a Municipality organized under the laws of the state of Indiana with its principal place of business at 500 Quartermaster Court, Suite 250, Jeffersonville, IN 47130 ( "Client "). RECITALS 1. Intersections provides personal credit and identity protection services for consumers. 2. Client wishes for Intersections to provide certain of those services to certain consumers under certain specialized circumstances as set forth in an applicable written program exhibit to this Agreement. THEREFORE, for good and valuable consideration the receipt and sufficiency of which each party acknowledges, the parties agree to the following terms and conditions: TERMS AND CONDITIONS 1. Program Exhibit. The services to be offered to consumers and provided by Intersections under this Agreement (collectively, the "Service ") are set forth in the Program Exhibit attached hereto as Exhibit A and as may be otherwise agreed by the parties in a further Program Exhibit (Exhibit A, and each such further Program Exhibit, a "Program Exhibit "). Each party shall fulfill its responsibilities as set forth in the applicable Program Exhibit. Client shall not offer the Service to any consumer except as specified in a Program Exhibit. In the event of any conflict between a Program Exhibit and a provision of this Agreement, this Agreement prevails, unless the Program Exhibit states expressly that it overrides the Agreement with respect to that provision. 2. Payments. Each party shall make any payments required under a Program Exhibit in accordance with the Program Exhibit. Except as otherwise set forth in a Program Exhibit, all payments are due no more than 45 days after invoice date. Late payments bear interest of the lesser of 1.5% per month or the maximum amount permitted at law. Each party shall be responsible for paying any tax, duty or similar charge levied by or payable to a duly constituted taxing authority against or upon revenue collected or received by that party under this Agreement. Intersections Confidential Information C NTERSECTIONS INC. 3. Term. 3.1. Initial and Renewal Terms. The initial term of this Agreement commences on the Effective Date and expires on the first annual anniversary of the Effective Date. 3.2. Termination. Either party may terminate this Agreement for breach upon immediate written notice if the other party fails to cure a material breach more than 30 days after delivery by the terminating party of written notice stating its intent to terminate and reasonably describing the breach. Either party at its option may terminate this Agreement by written notice to the other party in the event the other party: (A) makes a general assignment for the benefit of creditors; (B) suffers or permits appointment of a trustee or receiver for its business or assets, if the trustee or receiver is not dismissed within 60 days; (C) becomes subject to a voluntary or involuntary bankruptcy proceeding, if the proceeding is not dismissed within 60 days; or (D) is liquidated voluntarily or otherwise. 3.3. Obligations. Upon expiration or termination of this Agreement, (A) all licenses granted under the Agreement, and any authorization of Client to offer the Service, immediately terminate, and (B) each party shall cease use of, and destroy or return to the other party, any tangible or intangible material containing Confidential Information of the other party. Notwithstanding termination of the Agreement, Intersections may, at its option, continue to provide the Services to any Customer of the Service in accordance with the Agreement until such Customer's enrollment in the Service terminates or expires without renewal. The parties' rights and obligations under the Agreement applicable to provision of the Service to those Customers that Intersections continues to service, including without limitation the payment of fees, commissions and expenses, remain in effect until Intersections ceases to provide the Service to those Customers. 3.4. Survival. If the term stated in a Program Exhibit exceeds the initial term and any renewal term of this Agreement, then this Agreement shall survive as applicable to that Program Exhibit until the Program Exhibit expires or is terminated, unless the Agreement is terminated under Section 3.2 above. Sections 4, 5.2, 6, 7, 8, 9, 10, and 11 and any payment obligation incurred prior to the effective date of expiration or termination of the Agreement, and any provision of a Program Exhibit which states expressly that it survives termination of the Program Exhibit, survive expiration or termination of the Agreement. 4. Information. 4.1. Confidential Information Defined. For purposes of this Agreement, "Confidential Information" means information of a party (the "Disclosing Party ") that is disclosed to the other party (the "Receiving Party ") by or on behalf of the Disclosing Party during the term of this Agreement, including without limitation trade secrets, know -how, inventions, techniques, processes, algorithms, computer software programs, schematics, financial and business data, projections and plans, operational plans and details, and designs. 2 Intersections Confidential Information J . TERSE TION INC. "Confidential Information" also includes the terms and conditions of this Agreement. Notwithstanding anything to the contrary in this Section 4.1, "Confidential Information" does not include information that (A) is or becomes generally available to the public through no act or omission of the Receiving Party: (B) was in the Receiving Party's lawful possession prior to receipt from the Disclosing Party; (C) is lawfully disclosed to the Receiving Party by a third party without violation of any right of the Disclosing Party; or (D) is independently developed by the Receiving Party. 4.2. Obligations. The Receiving Party may not: A. Use the Disclosing Party's Confidential Information other than for performance under this Agreement; or B. Disclose the Disclosing Party's Confidential Information to any third party without the Disclosing Party's written consent, except (1) to the Receiving Party's attorneys or accountants under a professional duty of confidentiality to the Disclosing Party; (2) to the Receiving Party's contractor under the contractor's written agreement to use and disclose the information only as permitted under this Agreement, provided the Receiving Party remains liable for, and shall take all steps reasonably required to enforce, the contractor's compliance with those obligations, or (3) as required under applicable law, regulation or court order, provided that the Receiving Party gives the Disclosing Party reasonable notice prior to such disclosure to the extent circumstances reasonably permit. 5. Trademarks and Other Intellectual Property. 5.1. Trademarks. A. Intersections may elect to offer the Service under the trademarks ITAC SENTINEL ® , ITAC SENTINEL PLUS, ITAC SENTINEL PREMIUM, NOTIFY EXPRESS ®, ITAC VICTIM ASSISTANCE (collective, the "Service Trademarks "). Intersections grants Client a nonexclusive, nontransferable, nonsublicensable license, during the term of this Agreement to offer the Service in the United States in accordance with this Agreement. Intersections may in its sole discretion use the Service Trademarks for the sole purpose of offering the Service. Further, Intersections in its sole discretion may modify or change such Service Trademarks from time to time, upon thirty (30) days' prior written notice to Client. Client acknowledges and agrees that Intersections or its licensors own all rights in the Service Trademarks, that Client does not acquire by virtue of use under this Agreement any right in the Service Trademarks, and that all use of the Service Trademarks inures to the benefit of Intersections or its licensors. Any use of the Service Trademarks must comply with the guidelines and rules provided by Intersections or its licensors. B. For purposes of this Agreement, "Client Trademark" means a trademark identified as such in a Program Exhibit. Client grants Intersections a nonexclusive, 3 Intersections Confidential Information (&sTTERSECTIONS INC nontransferable, nonsublicensable license, during the term of this Agreement, to use and display the Client Trademarks designated in the Program Exhibit for the sole purpose of performing under this Agreement with respect to that Program Exhibit. 5.2. Ownership and Licenses. Each party acknowledges and agrees that it does not acquire by virtue of use under this Agreement any right, title or interest in a Trademark to which it receives a license under this Section 5.2 and that all use of licensed Trademarks under this Agreement inures to the benefit of (i) the licensor under this Agreement or (ii) with respect to Corporation Trademarks (defined below); the Corporation. 6. Other Intellectual Property. For purposes of this Agreement, "Intellectual Property" means any work of authorship, invention, discovery, idea, process, method, system or trade secret. Client acknowledges and agrees that it does not obtain, by virtue of any contribution made in connection with this Agreement, any right, including without limitation any copyright, patent or trade secret right, in any Intellectual Property used or provided by Intersections to offer or provide the Service, or any derivative work or improvement of any of the foregoing (each, and collectively, "Intersections Intellectual Property"). 7. Corporation Intellectual Property. 7.1. Client acknowledges and agrees that its right to use the Corporation's brand, name, logo, acronym, marks, trademarks, including without limitation certain of the Service Trademarks, which are licensed by the Corporation to Intersections, and developed content of the Corporation included in the Communication Materials or fulfillment materials (the "Corporation's Intellectual Property ") is subject to the following restrictions: A. Client may use the Corporation Intellectual Property solely in connection with the Services. B. Client must comply with the Corporation's written graphic and editorial guidelines and standards, which Intersections shall furnish to Client. C. Intersections will furnish Client with descriptions of the Corporation and ITAC Victim Assistance® that shall be used by Client in connection with the Services. Client shall not use any other descriptions of the Corporation or ITAC Victim Assistance, and any changes to the descriptions furnished by Intersections must be approved in writing by Intersections. D. Client's use of the Corporation Intellectual Property shall be subject to any additional restrictions set forth in this Agreement. 4 Intersections Confidential Information oco TER SECTIONS IONS INC. 7.2. None of the limitations of liability set forth in this Agreement shall apply to any breach of the foregoing restrictions or other violation of the Corporation Intellectual Property by Client or its Affiliates. 7.3. Client acknowledges and agrees that the Corporation is an intended beneficiary of all of the provisions set forth in Sections 7.1 and 7.2 above and of any other provisions of this Agreement that provide protection for the Corporation or the Corporation Intellectual Property. 8. Representations and Warranties. 8.1. Mutual Representations and Warranties. Each party represents and warrants to the other as follows: A. It is a legal entity organized and existing as specified in the preamble of this Agreement above, with all right and authority necessary to enter and perform under this Agreement. B. This Agreement has been duly entered into by it; C. Its performance under this Agreement does not violate any law, regulation, court order or material agreement to which it is subject; D. It has not and will not provide or use in connection with this Agreement any (1) Trademark in violation of any right of a third party in a Trademark; or (2) Intellectual Property in violation of any third party patent, copyright, trade secret or other proprietary or intellectual property right; and 8.2. Exclusions. THE REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS SECTION 8 ARE THE SOLE WARRANTIES MADE BY ANY PARTY IN CONNECTION THE WITH THE SUBJECT MATTER OF THIS AGREEMENT, AND ARE MADE TO AND FOR BENEFIT OF THE OTHER PARTY ONLY. NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR PERFORMANCE, AND HEREBY DISCLAIMS AND EXCLUDES FROM THIS AGREEMENT ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, NONINTERFERENCE WITH DATA, ACCURACY, OR THAT THE SERVICE IS ERROR -FREE. 9. Indemnification. 9.1. Obligations. Each party agrees to defend, indemnify and hold harmless the other party and each of its employees, agents, officers, directors and shareholders, from and against 5 Intersections Confidential Information I:. „ T.ERSECT ON INC. any claim, suit, demand, or action, including without limitation reasonable attorneys fees (each and collectively, a "Claim "): A. Arising from breach by the indemnifying party of its obligation or warranty under this Agreement; B. Alleging that use in accordance with this Agreement of: (1) a Trademark provided by the indemnifying party infringes or violates the right of a third party in a Trademark, or (2) Intellectual Property provided by the indemnifying party infringes or violates a third party's right in Intellectual Property, including without limitation a patent, copyright, trade secret right; or C. Alleging that use of information, including without limitation Customer Information, provided by the indemnifying party violates a law or regulation related to privacy or a third party's confidentiality or privacy right. 9.2. Procedures. Any person or entity seeking to be defended, indemnified or held harmless under this Section 9 must: A. Give the indemnifying party prompt notice of the Claim; B. Cooperate reasonably in defense of the Claim; and C. Allow the indemnifying party sole control of the defense; provided that the indemnified person or entity may participate in the defense, at its own expense, and the indemnifying party may not consent to any agreement, order or relief that imposes any obligation on the indemnified person or entity without the indemnified person's or entity's written consent. 10. Liability Limitations. 10.1. EXCEPT IN THE EVENT OF BREACH BY A PARTY OF ITS OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION OR PRIVACY, UNAUTHORIZED USE OF INTELLECTUAL PROPERTY OR A TRADEMARK, OR LIABILITY UNDER SECTION 9 ABOVE: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, AND LOST DATA, OR FOR ANY CLAIM BY ANY THIRD PARTY, EVEN IF THE BREACHING PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM; AND (B) EACH PARTY'S CUMULATIVE LIABILITY FOR BR EACH UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF FEES OR COMMISSIONS (1) PAID DURING THE 24 MONTHS PRECEDING THE MONTH 6 Intersections Confidential Information O TERSECTIONS INC IN WHICH THE CLAIM ARISES OR (2) DUE UNDER THE AGREEMENT WHEN THE CLAIM ARISES. 10.2. THE CORPORATION IS NOT RESPONSIBLE FOR PROVIDING ANY PRODUCTS OR SERVICES IN CONNECTION WITH THIS AGREEMENT AND ITS ROLE IS LIMITED TO LICENSING TO INTERSECTIONS CERTAIN TRADEMARKS AND OTHER INTELLECTUAL PROPERTY OF THE CORPORATION, INCLUDING THE CORPORATION'S INTELLECTUAL PROPERTY FOR USE IN CONNECTION WITH THE SERVICES. THE CORPORATION SHALL NOT HAVE ANY LIABILITY TO CLIENT (OR ANY OF ITS SUBSIDIARIES OR AFFILIATES) UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE SERVICES. CLIENT AGREES TO LOOK SOLELY TO INTERSECTIONS IN OBTAINING RELIEF FOR ANY LOSS OR DAMAGE THAT CLIENT MAY INCUR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE USE OF THE CORPORATION'S INTELLECTUAL PROPERTY. IN NO EVENT SHALL THE CORPORATION BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR OTHER ECONOMIC LOSS) OR ANY CLAIM BY ANY THIRD PARTY. 11. Miscellaneous. 11.1. Compliance. Intersections may upon written notice to Client suspend or terminate any provision of this Agreement to the extent reasonably necessary to comply with any (A) law, regulation, government agency, ruling or directive applicable to the Service, or (B) requirement of a Corporation, or a consumer reporting agency or other third party that supplies data used in connection with the Service, including without limitation failure of the consumer reporting agency or third party to supply such data or termination of the applicable supply agreement. 11.2. Independent Contractors. Each party is an independent contractor of the other under this Agreement. This Agreement is not intended to create any other relationship between the parties, including without limitation any employment, agency, partnership, joint venture or fiduciary relationship. 11.3. Assignment. This Agreement binds and inures to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the express prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, a party may assign this Agreement, without the other party's consent, to an Affiliate, or to an entity that acquires all of the stock, or substantially all of the assets, of the assigning party, or the surviving entity in a merger with the assigning party. For purposes of this Agreement, "Affiliate" of a party means an entity that controls, is controlled by, or is under common control with, that party. Control of an entity means direct or indirect ownership of a majority of voting stock, or other majority equity interest, in each case with sufficient authority to direct the affairs of the entity. 7 Intersections Confidential Information INTERSECTIONS INCA 11.4. Nonhiring of Employees. During the term of this Agreement and for a period of 12 months after the date of termination of this Agreement, Client, without the prior written consent from Intersections, may not directly or indirectly employ or solicit the employment of, or contract for services from, any person employed at the vice president level or higher. Nothing in the foregoing prohibits a party from soliciting and hiring any person through a general advertisement or other means not targeted at employees of the other party. 11.5. Headings. The headings, titles, subheadings and other similar designations for the sections, subsections and exhibits of this Agreement are for convenience only and shall not be deemed to be a part of this Agreement. 11.6. Force Majeure. Neither party is liable for delays and failures in performing under this Agreement that result from any cause beyond the reasonable direct control of the party, with the exception of nonpayment. 11.7. Modification. No representation or promise, or modification or amendment to this Agreement is binding on either party unless in writing signed by authorized representatives of both parties. 11.8. Waiver. Any failure or delay in exercising, or any single or partial exercise of, any right or remedy by a party may not be deemed a waiver of any further, prior, or future right or remedy. 11.9. Governing Law and Forum. This Agreement is governed by and must be construed in accordance with the laws of the Commonwealth of Virginia, exclusive of its choice of law rules. Any lawsuit under this Agreement may be filed only in the state or federal courts in the Commonwealth of Virginia, and each party consents to exclusive jurisdiction and venue in those courts. 11.10. Notices. All notices required to be given in writing must be sent by overnight delivery service with Internet tracking capabilities, or confirmed facsimile, to the name and address or facsimile number (as applicable) designated in this Section below, or to such other address or facsimile number that the receiving party may in advance designate by written notice. Notice is deemed effective on the day after delivery to the overnight carrier, or, if faxed, upon the sender's receipt of confirmation that facsimile transmission occurred. Notices may also be made in person, and shall be deemed effective upon delivery. 8 Intersections Confidential Information C NTERSECTIONS INC. Notice to Intersections: President, Partner Solutions Intersections Inc. 3901 Stonecroft Boulevard Chantilly, Virginia 20151 Facsimile: 703- 488 -1757 With copy to: Chief Legal Officer Intersections Inc. 3901 Stonecroft Boulevard Chantilly, Virginia 20151 Facsimile: 703 -488 -1757 Notice to Client: Mike Moore, Mayor City of Jeffersonville, Indiana 500 Quartermaster Court, Suite 250 Jeffersonville, IN 47130 11.11. Severability. If any provision of this Agreement is declared invalid, the other th th d to provisions remain in full force and effect, and this Agreement is deemed to be h invalid amended replace, to the extent legally possible, the rights and obligations contained in the provision. The invalidity of any provision is not a failure of consideration. 11.12. Entire Agreement. Each Program Exhibit, and each other exhibit referenced in this Agreement, is incorporated into and governed by this Agreement. This A gree hereof, and constitutes the entire understanding of the parties with respect to the subject supersedes all prior or contemporaneous agreements, statements and representations, oral or written, between the parties relating to the subject matter of the Agreement. 11.13. Execution. This Agreement may executed by one or more original or facsimile counterparts, each of which will be deemed part of one and the same instrument. 9 Intersections Confidential Information TER EC IO` S INC. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused its duly authorized officers or representatives to be affixed hereto its hand as of the Effective Date. ACCEPTED AND AGREED TO BY ACCEPTED AND AGREED TO BY INTERSECTIONS INC. CITY OF JEFFERSONVILLE, INDIANA By: By: ' Name: Joseph Vacca Name: Mike oore Title: President Title: Mayor Date: November 6, 2013 Date: 1 L -13 10 Intersections Confidential Information RSECTIONS INC. 3901 Stonecroft Boulevard, Chantilly, VA 20151 Tel 703A88.6100 Fax 703.488.1757 www.intersections.com PROGRAM EXHIBIT A TO INTERSECTIONS DATA BREACH AGREEMENT BETWEEN INTERSECTIONS INC. AND CITY OF JEFFERSONVILLE, INDIANA Effective November 6, 2013 (the "Program Exhibit Effective Date "), Intersections Inc. ( "Intersections ") and the City of Jeffersonville, Indiana ( "Client ") agree to this Program Exhibit (the "Program Exhibit ") to the Intersections Data Breach Agreement (the "Agreement") between them dated November 6, 2013. General: A. Definitions. Capitalized terms defined in the Agreement have the same meaning in this Program Exhibit except as otherwise set forth in the Program Exhibit. B. General Purpose. Intersections will provide certain Services, as described under "Services" below, to Client and to individuals identified by Client whose personal data was or may have been compromised by one or more security breaches or unauthorized information disclosures at Client and who are identified to Intersections by Client in accordance with Section II below (each an "Affected Consumer "). Each Affected Consumer must be an individual with a valid U.S. mailing address, be at least 18 years of age and have a Social Security Number. For purposes of this Program Exhibit, "Complimentary Customer" is an Affected Consumer that enrolls in the "Complimentary Service," as defined in Section II.C, in accordance with this Program Exhibit. C. Branding. The Service will be marketed under the trademarks ITAC SENTINEL ® , ITAC SENTINEL PLUS, ITAC SENTINEL PREMIUM and ITAC VICTIM ASSISTANCE ® , each of which are Corporation Trademarks and NOTIFY ExPRESS which is an Intersections Trademark. Any other trademark under which the Service is marketed is an Intersections Trademark or Corporation Trademark. D. Representative. The following are designated as the Intersections Representatives in connection with this Program Exhibit: Katherine Hunt, Senior Director, Data Breach Services. The following are designated as the Client Representatives in connection with this Program Exhibit: Les Merkley, Corporation Counsel. Where this Program Exhibit permits or requires agreement, approval or notice by email, such agreement, approval or notice may be provided from one party's representative to the other party's representative, each as designated above. Written notice must be given in accordance with the Agreement. A party may change its representative by written or email notice. INTERSECTIONS CONFIDENTIAL INFORMATION O TERSECTIONS INC. II. Services: The Services to be provided under this Program Exhibit will be as follows: A. Set Up Services. Intersections is responsible for the following activities: 1. Approve any Client prepared notification letter as indicated in Section II.B, below. 2. Provide the web page URL to be used by Affected Consumers in order to enroll in the Complimentary Service through the Intersections - hosted web site, if Appendix 1 indicates "Web" as an enrollment method. Intersections' standard security breach web pages will be used. 3. Provide the script for Client review and the toll free number for use by Affected Consumers to enroll in the Complimentary Service if Appendix 1 indicates "Phone" as an enrollment method. 4. Provide codes (each and collectively "Redemption Code ") to be used by Affected Consumers in order to enroll in the Complimentary Service on the Intersections- hosted web site or toll free number. Intersections shall provide Client an encrypted file containing Redemption Codes totaling the number requested by Client. B. Affected Consumer Notification. The schedule for mailing the notification letter must be mutually agreed upon in writing prior to notification. If Appendix 1 indicates that Intersections is responsible for contacting Affected Consumers, Intersections will do so by mail. The letter will include a description of the Complimentary Service offered, a description of the enrollment method(s), and an enrollment expiration date. The letter will also include a Client contact number should the Affected Customer need to contact the Client directly regarding the ed security incident and the Individual Redemption Code provided to the Affected Consumer by Client. Client shall be solely responsible for providing content related to the incident and Intersections shall have not liability for such content. Client may review and approve the letter prior to mailing. All scripts, letters and any other type of material ( "Communication Materials ") used for notification purposes or Communication Materials describing Intersections or its Service must be approved by Intersections in writing or by email prior to sending. C. Complimentary Monitoring Service. Each Complimentary Customer that enrolls during the "Enrollment Period," as defined in Section II.D below, will receive the Complimentary Service for the term indicated in Appendix 1 (the "Complimentary Service Term "). 2 INTERSECTIONS CONFIDENTIAL INFORMATION I:T:REC'IpNs INC. D. Enrollment and Fulfillment Services. Affected Consumers may enroll in the Complimentary Service during the period set forth in Appendix 1 (the "Enrollment Period "). Intersections is responsible for enrollment of Affected Consumers and fulfillment of Complimentary Customers as described in Appendix 1. An Affected Consumer's enrollment shall not be made by third parties or agents of the Affected Consumer. 1. Web. If Appendix 1 indicates Web as an enrollment method, the Affected Consumer will access the Intersections- hosted web site using the Redemption Code provided in the notification letter. The Affected Consumer will input his or her Social Security number, a valid email address, provided redemption code, and provide authorization for obtaining his or her credit data from the credit reporting agencies. Initial fulfillment is provided online. 2. Telephone. If Appendix 1 indicates phone as an enrollment method, the Affected Consumer will call a toll -free number provided by Intersections. Intersections, or an Intersections vendor, will collect the Affected Consumer's Social Security number, provided redemption code and authorization for obtaining his/her credit data from the credit reporting agencies. Initial fulfillment is provided offline only; subsequent fulfillment may be provided online upon_request by the Complimentary Customer. 3. Enrollment Information. Upon request, Intersections will provide Client with enrollment status and other information in order for Client to provide customer service including but not limited to information related to Client's customers' enrollment in the complimentary service. This information provided by Intersections in accordance with the description above will be used by Client solely for the purpose set forth in this Section II.D.3 and not disclosed to any third party for any purpose. 4. Additional Redemption Codes. During the Enrollment Period, Client may request additional Redemption Codes to provide to Affected Consumers. File of additional codes will be provided within two (2) business days. Client may request an extension of the Enrollment Period upon ten (10) business days' prior written notice, which may occur via e -mail, prior to the enrollment expiration date as defined in Appendix 1. E. Service Extension. Client may request in writing that Intersections extend the Complimentary Service Term in annual increments on either a single Complimentary Customer basis or on an event basis (i.e., all Complimentary Customers for a single event), subject to payment by Client of the Intersections' Fees identified in Section 8.c of Appendix 1 for the extended period. For any Service 3 INTERSECTIONS CONFIDENTIAL INFORMATION INTERSECTIONS INC extensions, Client must notify Intersections at least forty -five (45) days prior to the conclusion of the Complimentary Customer's Complimentary Service Term. F. Redemption Code Purchase Option. Client may request additional Redemption Codes for ITAC SENTINEL ® PLUS OR ITAC SENTINEL ° PREMIUM by submitting the Appendix 2 via email for the Services indicated in Appendix 1 (i) for use by an Affected Consumer to enroll through a channel not indicated in Appendix 1 or, (ii) if the Enrollment Period set forth in Appendix 1 has ended. Client will be invoiced at the cost of service as defined in Appendix 2, no reporting will be provided. G. Converting Complimentary Customers to a Paid Status. Except for Redemption Codes purchased in accordance with Section II.G above, at Client's option as indicated in Appendix 1, after the forty -fifth (45th) day prior to the conclusion of any Complimentary Customer's Complimentary Service Term, Intersections may offer the Complimentary Customer the option of continuing the Complimentary Service on a paid basis (the "Paid Service") at the then current Intersections retail price (the "Retail Price "). Notwithstanding the foregoing for each Complimentary Customer who enrolls in the Service with a Redemption Code purchased in accordance with II.F above, that Complimentary Customer will automatically receive the option of the Paid Service at the Retail Price. Thereafter, any communication or relationship between the Complimentary Customer and Intersections regarding the Paid Service shall not be governed by this Agreement. III. Compensation: A. Fees. Client agrees to pay to Intersections the fees set forth in Appendix 1 and in Appendix 2, if applicable. B. Invoicing and Payment. Intersections shall send Client an invoice based on the Services delivered in the preceding month. Client will pay such fees within forty - five (45) days of Intersections' invoice date. IV. Privacy Policy: As used in this Program Exhibit and the Agreement, "Customer Information" means "nonpublic personal information" as defined in 15 U.S.C. § 6809(4) if the information is received or obtained in connection with the Service, including without limitation providing the Service; provided "Customer Information" does not include information received or obtained prior to or independent of the Service. Intersections may use Customer Information only in connection with the Service or other products or services jointly offered by the parties under the Agreement, including without limitation marketing or providing the Service as applicable, or as permitted under 16 C.F.R. §§ 313.14 or 313.15, and shall not disclose Customer Information except as permitted under 16 C.F.R. §§ 313.14 or 313.15. Client acknowledges and agrees that all Customer Information will be subject to the privacy policy distributed to Complimentary Customers by Intersections. Client may 4 INTERSECTIONS CONFIDENTIAL INFORMATION (11 ERsEETIQNS INC use Customer Information, including without limitation the fact that an Affected Consumer on er has become a Complimentary Customer, only in order to perform services or functions by the behalf of Intersections either as set forth in the Program Exhibit or as further ag y parties in writing. Each party shall develop, implement and maintain a comprehensive 6 information security program to safeguard Customer Information in accordance C.F.R. Part 314 and disclose the information about its safeguards as reasonably requested by the other party. V. Reporting: Reports provided by Intersections under this program will be provided as set forth below. A. Activity Report. On a monthly basis, until thirty (30) days after the enrollment period expires, Intersections will provide a cumulative count of all Complimentary Customers enrolled, and, if Appendix 1 indicates phone as an activation method, the prior month's activity for inbound calls, dispositions and enrollment totals. B. Individual Redemption Code Report. If Intersections is responsible for mailing the Notification Letter as set forth in Appendix 1, Intersections will provide a report listing the redemption code provided to each Affected Consumer. Client will use such information solely to provide information about the actual incident and provide information on how to enroll in the Service. C. Invoice. An invoice for the prior month's activity will be sent by the tenth (10th) business day following the end of the month. VI. Term: This Program Exhibit commences on the Program Exhibit Effective and shall continue for one year from the Program Exhibit Effective Date. provided that this Program Exhibit and Agreement will survive expiration, as applicable to any Complimentary Service Term that remains in effect and until such Complimentary Service Term expires. INTERSECTIONS INC. CITY OF JEFFERSONVILLE, INDIANA By By: : Name: Joseph Vacca Name: Mike Moore Title: President, Partner Solutions Title: Mayor Date: November 6, 2013 Date: t " 3 5 INTERSECTIONS CONFIDENTIAL INFORMATION C TERSECTIONS INC. APPENDIX 1 TO EXHIBIT A TO INTERSECTIONS DATA BREACH SERVICES AGREEMENT 1. Number of Affected Consumers 311 2. Trademark(s) ITAC Sentinel® Plus 3. Complimentary Service • 3 Bureau Credit Report and Scores p er • 3 Bureau Daily Monitoring /NOTIFY EXPRESS® Alerts • 3 Bureau Quarterly Credit Update & Credit Score • 3 Bureau Credit Analyzer • ITAC Victim Assistance® • Internet Surveillance • Card Theft Protection • Credit Education Specialists • $20,000 Identity Theft Insurance ($0 deductible) 4. Complimentary Service Term One Year 5. Affected Consumer Notification Provided by Client 6. Enrollment Methods Web Only 7. Enrollment Period 30 days 8. Fees: a. 500 a. Set Up Fee b. $59 b. Complimentary Service Fee, per c. $46 Complimentary Customer d. n/a c. Annual Service Extension Fee, per Complimentary Customer, per year d. Fee per notification letter mailed by Intersections 9. Intersections Representatives(s) Katherine Hunt 10. Client Representative(s) Les Merkley 11. Client Contact Information a. Les Merkley a. Primary Point of Contact ( "POC ") b. blmerkley @cityofjeff.net b. POC E -mail c. 812 - 285 -6423 c. POC Phone d. Amy Deering d. Billing POC (if different from POC) e. 500 Quartermaster Ct., Suite 250 Jeffersonville, e. Billing Address IN 47130 f. Billing Phone Number (if different from POC) f. 812 - 285 -6400 g. Billing E -mail Address (if different from POC) g. adeering @cityofjeff.net 12. Intersections to offer Customer the option to Yes continue Service on a paid basis at the end of the Complimentary Service Term? (Yes or No) 6 INTERSECTIONS CONFIDENTIAL INFORMATION T.: JTERSECT ONS INC. APPENDIX 2 TO EXHIBIT A TO INTERSECTIONS DATA BREACH SERVICES AGREEMENT Client and Incident Name Program Exhibit Effective Date Date of the Redemption Code Request Expected Date of Affected Consumer Notification Number of ITAC Sentinel Plus Codes ($82.00 each) Number of ITAC Sentinel Premium Redemption Codes ($106.00 each) Intersections Enrollment Information Telephone Enrollment Number Web Enrollment url www.itacsentinel.com /alert Activation End Date Marketing ID NOTES 7 INTERSECTIONS CONFIDENTIAL INFORMATION TERSECTIONS INC. 3901 Stonecroft Boulevard, Chantilly, VA 20151 Tel 703.488.5100 Fax 703.488.1757 www.intersectiOns.c0rn PROGRAM EXHIBIT A TO INTERSECTIONS DATA BREACH AGREEMENT BETWEEN INTERSECTIONS INC. AND CITY OF JEFFERSONVILLE, INDIANA Effective November 6, 2013 (the "Program Exhibit Effective Date "), Intersections Inc. "Intersections ") and the City of Jeffersonville, Indiana ( "Client ") agree to this Program Exhibit (the "Program Exhibit ") to the Intersections Data Breach Agreement (the "Agreement") between them dated November 6, 2013. General: A. Definitions. Capitalized terms defined in the Agreement have the same meaning in this Program Exhibit except as otherwise set forth in the Program Exhibit. B. General Purpose. Intersections will provide certain Services, as described under "Services" below, to Client and to individuals identified by Client whose personal data was or may have been compromised by one or more security breaches or unauthorized information disclosures at Client and who are identifie d to Intersections by Client in accordance with Section II below (each an "Affected U.S. Consumer "). Each Affected Consumer must be an individual with a valid mailing address, be at least 18 years of age and have a Social Security N umber. For purposes of this Program Exhibit, Complimentary Customer" is an Affected Consumer that enrolls in the "Complimentary Service," as defined in Section II.C, in accordance with this Program Exhibit. C. Branding. The Service will be marketed under the trademarks ITAC SENTINEL ITAC SENTINEL PLUS, ITAC SENTINEL PREMIUM and ITAC VICTIM T A h i an is each of which are Corporation Trademarks and NOTIFY t Inters Trademark. Any other trademark under which Service is marketed is an Intersections Trademark or Corporation Trademark. D. Representative. The following are designated as the Intersections Representatives in connection with this Program Exhibit: Katherine Hunt, Senior Director, Data Breach h Services. The following are designated as the Client Representatives in connection with this Program Exhibit: Les Merkley, Corporation Counsel. Where this Program Exhibit p ermits or requires agreement, approval or notice by email, such agreement, approval or notice may be provided from one party's representative to the other party's representative, each as designated above. Written notice must be given in accordance with the Agreement. A party may change its representative by written or email notice. INTERSECTIONS CONFIDENTIAL INFORMATION INTERSECTIONS INC II. Services: The Services to be provided under this Program Exhibit will be as follows: A. Set Up Services. Intersections is responsible for the following activities: 1. Approve any Client prepared notification letter as indicated in Section II.B, below. 2. Provide the web page URL to be used by Affected Consumers in order to enroll in the Complimentary Service through the Intersections-hosted web site, if Appendix 1 indicates "Web" as an enrollment method. standard security breach web pages will be used. 3. Provide the script for Client review and the toll free number for use by 1 Affected Consumers to enroll in the Complimentary Service if Appendix indicates "Phone" as an enrollment method. 4. Provide codes (each and collectively "Redemption Code ") to be used by n the Affected Consumers in order to enroll in the Complimentary Service on the Intersections- hosted web site or toll free number. Intersections shall Client an encrypted file containing Redemption Codes totaling the number requested by Client. B. Affected Consu Notification. The schedule for mailing the notificatiodnix 1 letter must be mutually agreed upon in writing prior to notification. I Consumers, indicates that Intersections is responsible for contacting Affected Intersections will do so by mail. The letter will include a description of the and d an Complimentary Service offered, a description of the enrollment method(s), enrollment expiration date. The letter will also include a Client contact number should the Affected Customer need to contact the Client directly regarding the security incident and the Individual Redemption Code provided to the Affected ed related Consumer by Client. Client shall be solely responsible for providing content Client may to the incident and Intersections shall have not liability fors such and any other type review and approve the letter prior to mailing. All scripts, letters Y of material ( "Communication Materials") used for notification purposes mut be a proved Communication Materials describing Intersections or its Service approved Intersections in writing or by email prior to sending. C. Com limentar Monitorin Service. Each Complimentary Customer that enrolls during the "Enrollment Period," as defined in Section II.D below, (the "Complimentary c ve t the Complimentary Service for the term indicated in Append ( Service Term "). 2 INTERSECTIONS CONFIDENTIAL INFORMATION O TERSECTIONS INC. ,.... D. Enrollment and Fulfillment Services. Affected Consumers may enroll in the Complimentary Service during the period set forth in Appendix 1 (the "Enrollment nt Period "). Intersections is responsible for enrollment of Affected Consumers and fulfillment of Complimentary Customers as described in Appendix 1. An Affected Consumer's enrollment shall not be made by third parties or agents of the Affected Consumer. 1. Web. If Appendix 1 indicates Web as an enrollment method, the Affected Consumer will access the Intersections- hosted web site using the Redemption Code provided in the notification letter. The Affected Consumer will input his or her Social Security number, a valid email address, provided redemption code, and provide authorization for obtaining his or her credit data from the credit reporting agencies. Initial fulfillment is provided online. 2. Telephone. If Appendix 1 indicates phone as an enrollment method, the Affected Consumer will call a toll -free number provided by Intersections. Intersections, or an Intersections vendor, will collect the Affected Consumer's Social Security number, provided redemption code and authorization obtaining his/her credit data from the credit reporting agencies. Initial fulfillment is provided offline only; subsequent fulfillment may be provided online upon request by the Complimentary Customer. 3. Enrollment Information. Upon request, Intersections will provide Client with enrollment status and other information in order for Client to provide customer service including but not limited to information related to Client's customers' enrollment in the complimentary service. This information provided by Intersections in accordance with the description above wil r lb { used by Client solely for the purpose set forth in this Section II.D.3 an disclosed to any third party for any purpose. 4. Additional Redemption Codes. During the Enrollment Period, Client may request additional Redemption Codes to provide to Affected Consumers. File of additional codes will be provided within two (2) business days. Client may request an extension of the Enrollment Period upon ten (10) business days' prior written notice, which may occur via e -mail, prior to the enrollment expiration date as defined in Appendix 1. E. Service Extension. Client may request in writing that Intersections extend the Complimentary Service Term in annual increments on either a single Complimentary Customer basis or on an event basis (i.e., all Complations i e nt ' Fees Customers for a single event), subject to payment by Client of the identified in Section 8.c of Appendix 1 for the extended period. For any Service 3 INTERSECTIONS CONFIDENTIAL INFORMATION . INC. extensions, Client must notify Intersections at least forty -five (45) days prior to the conclusion of the Complimentary Customer's Complimentary Service Term. F. Redemption Code Purc Option. Client may request additional Redemption odes for ITAC SENTINEL ®PLUS OR ITAC SENTINEL °PREMIUM by submitting he Appendix 2 via email for the Services indicated in Appendix 1 (i) for use by an (ii) if Affected Consumer to enroll through a channel not indicated in Appendix 1 or, the Enrollment Period set forth in Appendix 1 has ended. Client will be invoiced the cost of service as defined in Appendix 2, no reporting will be provided. G. Convertint Com•limentar Customers to a Paid Status. Except for Redemption Codes purchased in accordance with Section II.G above, at Client's option as indicated in Appendix 1, after the forty -fifth (45th) day prior to the conclusion of offer the Complimentary Customer's Complimentary Service Term, Intersect ions may on a Complimentary Customer the option of continuing the Complimentary Service Retail paid basis (the "Paid Service ") at the then current Intersections retail price ourer who Price "). Notwithstanding the foregoing for each Complimentary Customer .F enrolls in the Service with a Redemption Code purchased in accordance above that Complimentary Customer will automatically receive the option of the Paid Service at the Retail Price. Thereafter, any communication or relationship between Complimentary Customer and Intersections regarding the Paid Service shall not be governed by this Agreement. Ill, Compensation: A Fees. Client agrees to pay to Intersections the fees set forth in Appendix 1 and in Appendix 2, if applicable. B. Invoic an Pa ment. Intersections shall send Client an invoice based on the forty- Services delivered in the preceding month. Client will pay such fees within five (45) days of Intersections' invoice date. IV. Privacy Policy: As used in this Program Exhibit and the Agreement, "Customer eT 6809(4) if Information" means "nonpublic personal information 15 U.S.C. as defined in iri without the information is received or obtained in connection with the Service, including limitation providing the Service; provided "Customer Information" does not include information received or obtained prior to or independent of the Service. °ducts do s ma mays use Customer Information only in connection with the Service or without limitation marketing jointly offered by the parties under the Agreement, including 16 C .F.R. �§ 313.14 or 313.15, or providing the Service as applicable, or as permitted under 313.15, and shall not disclose Customer Information except as permitted under 16 C.F.R. §§ 313. 4 or 313.15. Client acknowledges and agrees that all Customer Information will be the p rivac policy distributed to Complimentary Customers by Intersections. Client may Yp 4 INTERSECTIONS CONFIDENTIAL INFORMATION i 4TERSECTi 0S INC. use Customer Information, including without limitation the fact that an Affected Consumer has become a Complimentary ar Customer, only in order to perform services or functions on behalf of Intersects e parties 'ons either as set forth in the Program Exhibit or as further agreed information by in writin g .Each party shall develop, implement and maintain tion in ccordance with 16 formation security program to safeguard Customer afe ards as reasonably req by C.F.R. Part 314 and disclose the information about its the other party. d b Intersections under this program will be provided as set V. Re ortin : Reports provide y forth below. A ti YIV Report. On a monthly basis, until thirty (30) days after the enrollment period expires, Intersections will provide a cumulative count of all Complimentary ethod, the Customers enrolled, and, if Appendix 1 indicates phone as an acts a totals. prior month's activity for inbound calls, dispositions and enrollment B. o de Re ort. If Intersections is responsible for mailing the Individ Redemption p Notification Letter as set forth in Appendix 1, Intersections will prov lient w p use le Consumer. C 'stir g the redemption code provided to each Affectedthe actual incident and such information solely to provide information about about provide information on how to enroll in the Se the prior month's activity will be sent by the tenth (10th) C I e. An invoice for p business day following the end of the month. VI. T= This Program Exhibit g commences on the Program Exhibit Effective and shall ram continue for one year from the Program Exhibit Effective Date. provided tl meh Sr Exhibit and Agreement will survive expiration, as applicable to any T e iris. Term that remains in effect and until such Complimentary Service Term p CITY OF JEFFERS 6 NVILLE, INDIANA INTERSECTIONS INC. By: ►rt u 60 y� By: Name: Mike Moore Name: ose h V Title: Ma or Title: President Partner Solutions � l 3 Date: Date: November 6 2013 ______:LA--d 5 INTERSECTIONS CONFIDENTIAL INFORMATION NTER CTION INC. APPENDIX 1 TO EXHIBIT A TO INTERSECTIONS DATA BREACH SERVICES AGREEMENT 1. Number of Affected Consumers ITAC Sentinel® Plus 2. Trademark(s) • 3 Bureau Credit Report and Scores 3. Complimentary Service • 3 Bureau Daily Monitoring /NOTIFY E C Credit Alerts • 3 Bureau Quarterly Credit Update & • 3 Bureau Credit Analyzer • ITAC Victim Assistance • Internet Surveillance • Card Theft Protection • Credit Education Specialists • $20,000 Identi Theft Insurance ($0 deductible) 4. Com • limentar Service Term One Year 5. Affected Consumer Notification Provided b Onl 6. Enrollment Methods 30 Web a s 7. Enrollment Period a. 500 8. Fees: b. $59 a. Set Up Fee $46 b. Complimentary Service Fee, per c. 46 Complimentary Customer c . Annual Service Extension Fee, per Complimentary Customer, per year d. Fee per notification letter mailed by Intersections Katherine Hunt 9. Intersections Re • resentatives(s) 10. Client Re • resentative(s) y Les . Les Merkley Client Contact Information a a. Merkle +���fieff.net a . Primary Point of Contact ( "POC ") c. 812 - 285 -64 b. POC E -mail d. Amy Deering c. POC Phone e. 500 Quartermaster Ct., Suite 250 Jeffersonville, d. Billing POC (if different from PO C ) IN 47130 e. Billing Address f. 812 -285 - 85 - 6 400 f. Billing Phone Number (if different from POC) , adee 400 o 'eff.net Billin: E -mail Address (if different from POC) 12. Intersections to offer Customer the option to continue Service on a paid basis at the end of the Com •limenta Service Term? (Yes or No) 6 INTERSECTIONS CONFIDENTIAL INFORMATION O T ERSECTIONS INC. APPENDIX 2 TO EXHIBIT A TO INTERSECTIONS DATA BREACH SERVICES AGREEMENT Client and Incident Name Program Exhibit Effective Date Date of the Redemption Code Request Expected Date of Affected Consumer Notification Number of ITAC Sentinel Plus Codes ($82.00 each) Number of ITAC Sentinel Premium Redemption Codes ($106.00 each) Intersections Enrollment Information Telephone Enrollment Number Web Enrollment url www.itacsentinel.com /alert Activation End Date Marketing ID NOTES 7 INTERSECTIONS CONFIDENTIAL INFORMATION y..