DFIN Standard Terms and Conditions

The following terms and conditions are the DFIN Standard Terms and Conditions for the Deliverables and Services purchased and referenced in detail in the applicable Statement of Work (“SOW”) executed between the Donnelley Financial Solutions entity referenced in the SOW (“DFIN”) and the client referenced in the SOW (“Client”), dated as of the Effective Date set forth on the SOW, and are hereby incorporated by reference therein. To the extent the terms and conditions set forth in any SOW are inconsistent with the DFIN Standard Terms and Conditions, the terms and conditions of the SOW shall prevail.

1. DEFINITIONS.

Capitalized terms shall have the meanings set forth in the SOW, these DFIN Standard Terms and Conditions, or elsewhere in the Agreement.

1.1 “Agreement” means, collectively, the SOW, the DFIN Standard Terms and Conditions, exhibits, schedules, and other links, if any, expressly set forth herein in this Agreement.

1.2 “Affiliate” means, in relation to a Party, any Person that controls, is controlled by, or is under common control with such Party on the Effective Date or at any time during the Term, where “control” means possessing (a) directly or indirectly, the power to direct or cause the direction of the management, policies, or operations of a Person, whether through ownership of voting securities, by contract, or otherwise or (b) the ownership of, or the power to vote, more than fifty percent (50%) of the voting stock, shares, or interests of such Person.

1.3 “Applicable Law” means, with respect to each Party, all international, federal, state, provincial, and local laws, statutes, regulations, rules, codes, and ordinances of any country or jurisdiction applicable to such Party or its activities hereunder enacted, adopted, issued, or promulgated by (a) any governmental agency, authority, department, regulatory body, or other instrumentality of any government or country, or of any national, federal, state, provincial, regional, county, city, or other political subdivision of any such government, or any supranational organization of which any such country is a member; (b) any self-regulatory organization; or (c) any court, tribunal, or judicial or arbitral body.

1.4 “Business Day” means each day other than a weekend or a day designated as a holiday by DFIN in accordance with DFIN’s business calendar distributed on an annual basis.

1.5 “Client” means the client that has executed a SOW for the Services and Deliverables governed by these DFIN Standard Terms and Conditions.

1.6 “Client Data” means (a) all data, documents, content, and other information provided by the Client for use in the performance of the Services.

1.7 “Deliverable(s)” means each item to be delivered to Client by DFIN under a SOW.

1.8 “Documentation” means any documentation for the Services made available to Client, including training materials and user manuals.

1.9 “Fees” means the fees and/or pricing to be charged by DFIN for the Services and Deliverables as specified in a SOW.

1.10 “Intellectual Property Rights” means all patents and patent applications, copyrights, moral rights, database rights, design rights, rights in trade secrets and know-how, rights in confidential information, rights in inventions (whether patentable or not), all other intellectual property and proprietary rights, and all other equivalent or similar rights which may arise or exist anywhere in the world, in each case, whether registered or unregistered, and all applications for any of the foregoing rights.

1.11 “Output” means any reports and other documentation derived from the Client Data that are published through the Services.

1.12 “Party” means each of DFIN and Client individually and “Parties” means DFIN and Client collectively.

1.13 “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, self-regulatory organization, regulatory authority, or other governmental authority.

1.14 “Personnel” means a Person’s employees, independent contractors, and subcontractors.

1.15 “Representatives” means a Person’s officers, directors, Personnel, and agents.

1.16 “Security Incident” means any reasonably suspected or unauthorized processing, access to, disclosure, destruction, corruption, or use of Client Data through the Services, including any such activity that would constitute a reportable data breach under Applicable Law.

1.17 “Services” means any services identified in a SOW or statement of work or otherwise performed by DFIN pursuant to the Agreement.

1.18 “Specifications” means, with respect to the Services, any operational elements, features, and functional design specifications therefor provided by DFIN to Client in the Documentation.

1.19 “Term” has the meaning set forth in a SOW.

1.20 “Third Party” means a Person other than DFIN (including its Personnel) or Client or their respective Affiliates.

1. SERVICES GENERALLY.

2.1 Performance. DFIN shall provide its own personnel, equipment, tools, and other materials at its own expense to provide the Services and Deliverables unless otherwise expressly set forth in the Agreement.

2.2 Personnel.

(a) DFIN shall provide all the Services and Deliverables through its Personnel. As between the Parties, all DFIN Personnel are employed or retained solely by DFIN and DFIN alone is responsible for providing workers’ compensation insurance for, paying the compensation, salaries, and wages of, and ensuring that all required tax withholdings are made for, such Personnel. DFIN shall cause its Personnel providing the Services and Deliverables to abide by the terms and conditions of the Agreement applicable to such Services and Deliverables as if provided by DFIN. To the extent set forth in this Agreement, DFIN shall remain fully liable for the acts and omissions of its Personnel as if such acts or omissions were or were not taken by DFIN.

(b) DFIN may subcontract any portion of the provisioning of the Services and Deliverables. Subject to any scheduled or emergency downtime, DFIN operates its services 24/7/365 using a global network of resources for production. DFIN subcontractors are bound to confidentiality and security protocol, including use of DFIN exclusive teams and work areas. DFIN may make changes to such subcontractors at any time in DFIN’s sole discretion. DFIN shall provide Client a general list of subcontractors that provide the type of Services and Deliverables contemplated herein upon request.

3. SERVICES AND DELIVERABLES.

3.1 Access to and Use of Services and Deliverables. Subject to Client’s compliance with the terms and conditions of the Agreement, DFIN shall make the Services and Deliverables available to Client for Client’s use solely for Client’s internal business purposes. All rights not granted herein are reserved by DFIN.

3.2 Compliance with Documentation. Client shall comply with the Documentation.

3.3 Service Levels. Service levels, if applicable to the Services or Deliverables provided, are set forth in the applicable SOW.

3.4 Changes to Services. The parties acknowledge and agree that if; (i) there is a material change to information which Client has supplied to DFIN, (ii) Client fails to perform any of its responsibilities under this Agreement, (iii) an unanticipated event occurs that materially affects Client’s service needs or requirements or the manner in which Client requires DFIN to provide the Services or Deliverables, or (iv) Client requests changes to the Services or Deliverables in writing (email is sufficient), including but not limited to any changes to the specifications (including pages and count), in the paper (including physical characteristics), or in the production schedule (each, an "Adjustment Event"), DFIN will inform Client in writing (email is sufficient) as to its estimates of the impact of the Adjustment Event on the fees, expenses, schedule and/or other material provisions in the SOW or the Agreement. In such event, the parties shall seek to establish mutually agreeable alternative arrangements and to make any appropriate adjustments to their respective obligations under the SOW or the Agreement, including the fees and expenses payable to DFIN. In addition, should such change result in added costs, including but not limited to DFIN’s inability to use any materials on hand or ordered for Client in the production of Client work, restocking, inventory, transportation, additional printed materials or any other alterations, Client will pay DFIN any reasonable costs associated with such added costs and their disposition. Upon the occurrence of an Adjustment Event or receipt of any other written request for a material change or modification to a SOW, DFIN shall provide Client with an email response that shall include a written description of the additional work (or reduction in work, as applicable) that DFIN anticipates performing (or not performing) in connection with such Adjustment Event. A proposed change shall become effective when the parties have agreed upon the content of the proposed change and each party has acknowledged acceptance of the change via email. DFIN will have no obligation to commence work in connection with any changes until the parties agree in writing (email is sufficient) to the fees and/or schedule or any other impact of the change.

3.5 Client Affiliates. Client may allow its Affiliates to use the Services and Deliverables in accordance with the Agreement; provided that, Client shall cause its Affiliates to comply with the Agreement and shall be responsible for all actions and inactions of its Affiliates and their Personnel as if performed or not performed by Client.

3.6 Overtime & Holidays. If overtime is required to meet delivery or quantity requirements, or if Client should change the delivery date, quantity requirements, or any other specification that necessitates overtime, DFIN will use its reasonable efforts to make any necessary overtime available and will charge for such overtime at our then current rates. No chargeable overtime will be worked without Client prior approval, and in the absence of such approval, delivery of the work will be made as promptly as practicable consistent with DFIN’s then available capacity. Client acknowledges that DFIN does not operate on the observed holidays below: New Year’s Day, Martin Luther King, Jr Day, President’s Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving, Christmas Eve, Christmas, New Year’s Eve. This list is reviewed annually by DFIN and is subject to change.

3.7 Passing of Title. Title of finished and semi-finished work shall pass to Client upon the earlier of DFIN's delivery to carrier or Postal Service f.o.b. DFIN plant of final manufacture, or delivery into storage, regardless of whether the transport medium or storage facilities are owned and/or operated by DFIN and regardless of whether DFIN charges Client for storage.

4. PROFESSIONAL SERVICES.

4.1 Other Professional Services. If Client wishes DFIN to perform other professional services in addition to the Services set forth in a SOW and DFIN agrees to provide such Services, the Parties shall set forth such additional services in the initial SOW or subsequent amendment to the SOW. DFIN shall have no obligation to commence any professional services unless and until such services has been executed by both Parties in the initial SOW or subsequent amendment to the SOW.

5. FEES

5.1 Fees. The fees for Services and Deliverables (“Fees”) are as set forth in a SOW. Fees for all Services and Deliverables and materials are subject to changes or adjustments to pricing methodologies that may be undertaken by DFIN at any time in its sole discretion. Fees for additional Services and Deliverables shall be determined in accordance with DFIN’s standard pricing methods. Unless otherwise expressly set forth in the Agreement, all Fees are nonrefundable.

5.2 Price Adjustments.

(a) The Fees for Services and Deliverables and materials for both will be reviewed and adjusted quarterly at the discretion of DFIN to reflect increases related to inflation and changes in market prices. Price adjustments will be made in accordance with any increase in cost to DFIN during the applicable Term.

(b) Page count and print specification changes (including special order paper and color ink) may result in the execution of a separate Statement of Work to reflect changes in cost.

(c) Notwithstanding any provision of this Agreement to the contrary, if a change in the requirements of applicable regulatory bodies, including without limitation the United States Security and Exchange Commission, occurs any time after the Effective Date of the Agreement, and if DFIN reasonably determines that the effect of the change is to increase the cost to DFIN of providing the Services or Deliverables and that such increase cannot reasonably be avoided, then DFIN has the right to give notice to Client that DFIN will be immediately increasing the pricing for the applicable Services or Deliverables.

(d) In addition to the adjustments set forth above, DFIN reserves the right to increase the Fees or any applicable charges and to institute new Fees and charges at the end of the Initial Term (defined below) and thereafter during any each current twelve (12) month Renewal Term (defined below), upon thirty (30) days prior notice to Client (email is sufficient).

5.3 Expenses. Except as otherwise set forth in the Agreement, DFIN shall be responsible for all expenses incurred in providing the Services and Deliverables. All permitted expenses shall be limited to DFIN’s reasonable out-of-pocket expenses charged on a pass-through basis. DFIN shall provide reasonable documentation to Client of all permitted expenses.

5.4 Freight Charges. All prices and charges are F.O.B. Origin, freight prepaid and charged back so that Client shall pay delivery charges from the plant to the Client location or to the DFIN warehouse and from the warehouse to the Client location. DFIN shall not be liable for delays in deliveries caused by a recognized delivery service or common carrier. All fuel surcharges advised by applicable carriers will be charged back to the Client. All prices pertaining to the transport cost of DFIN supplied product (i.e. envelopes, commercial print inserts and base stock) are subject to increases at anytime, in DFIN’s sole discretion, to include any applicable fuel surcharges from transport companies. DFIN shall use best efforts to give Client as much advance notice as possible of any such surcharge.

5.5 Postage Charges. Client shall pay DFIN all estimated postal charges at least five (5) business days in advance. Client shall remit a check to DFIN for the postage amount, payable to the USPS. DFIN reserves the right to delay the mailing in the event of insufficient postage. In the event the postage submitted by Client exceeds the actual postage required postage for a particular mailing, DFIN will work with Client to secure a postage refund from the USPS.

5.6 Taxes. The Fees and other amounts due hereunder are exclusive of all taxes. Client shall be responsible for all present and future sales, use, excise, service, goods, value added, property, and other taxes and duties arising in connection with the Agreement, or any Services provided by DFIN to Client hereunder, other than taxes on DFIN’s net income (collectively “Taxes”), including any penalties and interest relating thereto. Except to the extent that Client has provided to DFIN a resale certificate, exemption certificate, direct pay permit, or other appropriate documentation of exemption or explanation of non-taxability sufficient to confirm the exempt status of Client or the relevant transaction involving Client under the Agreement so as to eliminate DFIN’s obligation to charge, collect, and remit any Taxes, DFIN shall add to each invoice issued and collect from Client any such Taxes.

5.7 Payment Terms. All Fees for the Services and Deliverables shall be payable under the terms as set forth herein, unless otherwise stated in an applicable SOW. Fees are nonrefundable except as expressly set forth herein, including in the event of any early termination of this Agreement or an applicable SOW. All undisputed Fees and other amounts are due and payable within ten (10) days after receipt of DFIN’s invoice therefor. All payments shall be made in U.S. dollars by wire transfer to DFIN’s designated bank account, or as otherwise agreed to by DFIN. DFIN reserves the right to charge and/or pass through to Client any service or convenience fee or surcharge applied should DFIN approve an alternative form of payment (e.g. payment via credit card). Late payments shall accrue interest from the due date at a rate of one and one half percent (1.5%) per month or, if lower, the highest rate allowed by Applicable Law. Payments shall first be applied against the payment of any late fees that have accrued, after which any balance remaining shall be applied to payment of the principal due and outstanding. Client shall pay all reasonable expenses incurred by DFIN related to the collection of late payments, including reasonable attorneys’ fees. DFIN may at any time alter or suspend credit or change any credit terms provided to Client hereunder when, in its sole discretion, the financial condition of Client so warrants.

5.8 Suspension of Services. If Client fails to pay any undisputed amounts when due and does not remedy such failure within ten (10) Business Days after the date such amounts were due, DFIN may, without liability, suspend performance of some or all of the Services or receipt of the Deliverables, including access to the Services, until full payment for all undisputed outstanding amounts is received.

5.9 Payment Disputes. Should Client dispute any portion of an invoice, Client shall notify DFIN within thirty (30) days after receipt of such invoice. Client’s failure to give DFIN notice within such time period shall constitute a waiver of any rights which Client may have to any adjustment, charge, or reimbursement with respect to such amounts. The Parties shall use commercially reasonable efforts to resolve disputes regarding invoices within thirty (30) days after Client notifies DFIN of such dispute.

6. DFIN RESPONSIBILITIES

6.1 Business Continuity. DFIN represents that it has a plan for disaster recovery and business continuity (the “Business Continuity Plan”). DFIN shall maintain and test the Business Continuity Plan regularly, as well as provide systems, equipment, facilities, and trained Personnel sufficient to enable DFIN to perform its obligations under the Agreement in a manner consistent with the Business Continuity Plan. Upon DFIN’s determination of a disaster, as defined in the Business Continuity Plan, DFIN shall commence the activities for which it is responsible under the Business Continuity Plan and then promptly notify Client. Upon cessation of a disaster, DFIN shall, as soon as reasonably practicable, provide Client with an incident report summarizing the reason for the disaster and the actions taken by DFIN to address the disaster. DFIN may change the Business Continuity Plan from time to time; provided that, such modified Business Continuity Plan continues to address the applicable requirements and recovery objectives described in DFIN’s Business Continuity Plan in place as of the Effective Date.

6.2 Insurance. DFIN shall keep in full force and effect and maintain, at its sole cost and expense, the following policies of insurance during the Term:

(a) Workers Compensation with statutory limits and Employers Liability Insurance with limits of $1,000,000 per employee, accident, or disease;

(b) Commercial General Liability Insurance providing coverage for bodily injury and property damage arising out of the work to be performed and providing limits of not less than $1,000,000 per occurrence, and naming Client as an “Additional Insured”. Such coverage shall be primary and non-contributory to any other insurance maintained by Client;

(c) Professional Liability insurance with a limit not less than $1,000,000 per claim, covering all wrongful acts, errors, omissions, including network security and privacy perils;

(d) Crime Insurance covering employee dishonesty with limits of not less than $500,000 per occurrence; and

(e) Automobile Liability coverage for all owned, non-owned and hired vehicles with limits of not less than $1,000,000 combined single limit per occurrence.

All such insurance shall be with insurance companies that maintain a rating of not less than A- VII in the most current publication of Best’s Insurance Reports published by A.M. Best Company. DFIN may self-insure any of its insurance obligations hereunder. Upon request, DFIN shall provide certificates of insurance signed by an authorized representative of the respective carriers to Client at Client’s requested address.

7. CLIENT RESPONSIBILITIES

7.1 Cooperation. Client shall provide DFIN with reasonable cooperation with respect to the Services and as further described in each SOW, including providing all required Client Data and prompt review and feedback with respect to all Deliverables.

7.2 Delays. If Client fails to provide Client Data, approvals, feedback, or other items within the applicable time specified in the Agreement, the due dates for all subsequent milestones and Deliverables shall be extended day for day for the number of days that Client is late in fulfilling its obligations. If Client is more than five (5) days late in fulfilling its obligations, Client acknowledges that the overall schedule for the affected Services may need to be revised and additional Fees and other amounts may be due.

7.3 Materials and Purchased Services. Customer agrees to provide all materials except those DFIN will manufacture or purchase on Customer’s behalf. DFIN will supply the paper, ink and binding materials for materials DFIN manufactures. It is understood and agreed that should either party be unable to obtain such materials or services or their equivalents in necessary quantities, the parties will select mutually agreeable substitute materials or services. Should the use of such substitute materials or services increase or decrease the cost of performing the work, the prices will be adjusted to fairly reflect any such increase or decrease in cost. The unavailability of materials or services will not be considered a breach of this Agreement provided that they were ordered in a timely and professional manner. All scrap and by-products will become DFIN property.

8. CLIENT DATA AND DATA SECURITY

8.1 Accuracy and Adequacy.

(a) Client shall have sole responsibility for the accuracy and adequacy of all Client Data provided by Client to DFIN and for all changes to Client Data requested or directed by Client, whether pursuant to a SOW or otherwise. DFIN shall have no obligation to check any Client Data for accuracy, adequacy, or completeness and may assume that all Client Data provided to DFIN is accurate, adequate, and complete as submitted.

(b) Subject to Client’s input of accurate, adequate, error-free, and complete Client Data into the applicable Services, each Services shall accurately process in accordance with the applicable Documentation the Client Data input therein.

8.2 Data Restoration. DFIN shall comply with the Business Continuity Plan. For the avoidance of doubt, DFIN shall not be responsible for loss or destruction of Client Data due to the actions or inactions of Client. In the case of any such event, upon the Parties’ execution of a SOW or Statement of Work for such services, DFIN shall reasonably assist Client in restoring the Client Data at DFIN’s then-current rates for contracted professional services; provided that, such restoration can be reasonably performed by DFIN in a timely manner and, if required, Client provides DFIN with all source data in readable form for such restoration.

8.3 Data Protection and Security. DFIN shall use, process, retain, and disclose Client Data only as necessary for the specific purpose of performing the Services and Applicable Law. DFIN may update its data security requirements from time to time in its sole discretion; provided that, such requirements are no less protective of the Client Data than the DFIN data security requirements in place as of the Effective Date.

8.4 Security Incidents.

(a) DFIN shall notify Client within seventy-two (72) hours following confirmation of a Security Incident, even if not all information required by this Section is then available to DFIN or all actions required by this Section have not yet been completed by DFIN. DFIN shall provide a summary of the incident on a need to know basis. DFIN shall use commercially reasonable efforts to: (i) investigate the Security Incident, including its causes and effects; (ii) identify and mitigate the effects of the Security Incident; (iii) carry out any action reasonably necessary to remedy the cause of the Security Incident and prevent a recurrence; and (iv) reasonably update Client as to the progress and results of the foregoing activities.

9. OWNERSHIP; LICENSES

9.1 Client Data and Deliverables. As between Client and DFIN, Client owns and shall retain all right, title, and interest, including all Intellectual Property Rights, in (a) all Client Data and (b) except with respect to any DFIN IP incorporated therein, all Output and Deliverables. Except as expressly set forth in the Agreement, Client expressly reserves all rights in the Client Data.

9.2 DFIN IP. As between Client and DFIN, DFIN owns and shall retain all right, title, and interest, including all Intellectual Property Rights, in the Services, DFIN’s and its licensors’ trademarks, service marks, logos, and other indicia of origin used in connection with the Services, all proprietary information and know-how of DFIN and its licensors used in the performance of the Services, including technical information, designs, templates, formats, software, processes, procedures, and any other similar information, and all improvements, modifications, developments, and updates to any of the foregoing (collectively, the “DFIN IP”). Except as expressly set forth in the Agreement, DFIN expressly reserves all rights in the DFIN IP. All use of DFIN’s and its licensors’ trademarks, service marks, logos, and other indicia of origin hereunder shall inure to the benefit of the owner thereof.

9.3 Feedback. Client and its Affiliates and Representatives, including Permitted Users, may provide, but have no obligation to provide, input regarding the Services, including comments or suggestions regarding the possible creation, modification, correction, improvement, or enhancement of the Services, other DFIN products, or the technology marketplace in general (collectively, “Feedback”). All Feedback shall be considered DFIN Confidential Information.

10. CONFIDENTIALITY

10.1 “Confidential Information” means any information or materials disclosed to or received by a Party (the “Recipient”) from the other Party, its Affiliates, or Representatives (the “Discloser”) pursuant to the terms of the Agreement or otherwise in connection with the Services, whether in oral, written, graphic, magnetic, electronic, or other form, which is designated confidential or proprietary expressly or should reasonably be considered to be confidential by the circumstances under which it is provided. Without limiting the foregoing, DFIN’s Confidential Information includes the DFIN IP, Client’s Confidential Information includes the Client Data and Output, and the terms and conditions of the Agreement are the Confidential Information of both Parties.

10.2 Exclusions. Recipient’s obligations under this Section 10 shall not apply to information or materials that: (a) are or may hereafter be in the public domain (other than through unauthorized disclosure by Recipient); (b) Recipient can show were known to it without any confidentiality obligation prior to disclosure by Discloser; (c) were disclosed to Recipient by a Third Party without violation of any confidentiality obligation; or (d) were independently developed by Recipient without use of Discloser’s Confidential Information; provided however, that nothing set forth in clauses (a) through (d) shall limit the protections afforded to Personal Information under Privacy Laws or the Agreement.

10.3 Obligations. Recipient shall: (a) hold Discloser’s Confidential Information in confidence using the same degree of care as it uses to protect its own information of like character, but in no event less than a reasonable degree of care; (b) limit disclosure of Discloser’s Confidential Information to its Representatives having a need to know such Confidential Information for the purposes of the Agreement and who are bound to Recipient to protect the confidentiality of such information and materials in a manner substantially equivalent to that required of Recipient hereunder; (c) not directly or indirectly disclose Discloser’s Confidential Information to any other Third Party; (d) not directly or indirectly sell or trade on Discloser’s Confidential Information; and (e) use Discloser’s Confidential Information solely and exclusively in accordance with the terms of the Agreement. Confidential Information shall remain the property of Discloser and Recipient shall not be deemed by virtue of its access to Discloser’s Confidential Information to have acquired any right or interest in or to such Confidential Information.

10.4 Legally Required Disclosure. Recipient shall not be deemed to have violated Section 10.3 if it discloses Discloser’s Confidential Information in response to a bona fide subpoena or other lawful process issued by a court or agency of competent jurisdiction; provided that, to the extent permitted by Applicable Law, Recipient provides Discloser with prior notice of its intention to make such disclosure and affords Discloser a reasonable opportunity (under the circumstances of any subpoena or other request made upon Discloser) to seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of Section 10.3. If Discloser is not successful in obtaining a protective order or other appropriate remedy and Recipient is, in the opinion of its counsel, compelled to disclose such Confidential Information, or if Discloser waives compliance with the provisions of Section 10.3 in writing, Recipient may disclose, without liability hereunder, such Confidential Information in accordance with, but solely to the extent necessary to comply with, the bona fide subpoena or other lawful process issued by a court or agency of competent jurisdiction. Any information disclosed pursuant to this Section 10.4 shall remain Confidential Information for all other purposes.

11. RECORDS AND AUDITS

11.1 Records and Financial Audits.

(a) During the Term and for a period of one (1) year thereafter, DFIN shall keep and maintain complete and accurate records, books of account, reports, and other data necessary for the proper administration of the Agreement and verification of the Fees and other amounts charged hereunder.

(b) During the Term and for a period of one (1) year thereafter, upon thirty (30) days’ notice from Client, DFIN shall provide Client’s independent third party auditor with access to such invoices and supporting information as may be reasonably requested by such auditor to determine if the Fees and other amounts charged to Client hereunder are accurate. If an audit shows an overcharge to Client, DFIN shall promptly refund to Client the amount of such overcharge, which shall be Client’s sole remedy for such overcharge.

12. REPRESENTATIONS AND WARRANTIES

12.1 By Both Parties. Each Party represents and warrants to the other Party that: (a) it has the right, power, and authority to enter into the Agreement and perform its obligations hereunder; (b) the Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance, and general principles of equity (whether enforceability is considered a proceeding at law or in equity); (c) the execution, delivery, and performance of the Agreement by it have been duly authorized by all necessary corporate action; (d) its entry into the Agreement and performance hereof shall not result in any breach or default under, and do not conflict with, any agreement, instrument, or understanding, oral or written, to which it is a party; and (e) all of its activities under the Agreement shall be performed in compliance with Applicable Law.

12.2 By DFIN. DFS represents, warrants, and covenants that it (a) has and shall maintain all permits and licenses required for it to perform the Services and (b) institutes commercially reasonable procedures designed to prevent the Services from containing any feature, code or instructions (including any code or instructions provided by Third Parties) that may be used to permit or enable unauthorized access, modification, deletion, damage, or disability to any computer, associated equipment, computer programs, data files, or other electronically stored information operated or maintained by or on behalf of Client.

12.3 By Client. Client represents, warrants, and covenants that (a) it owns all right, title, and interest in or has a license to all Client Data, including Personal Information, and has the right to, and has obtained from all applicable Persons, all rights and consents necessary to, grant to DFIN the rights granted hereunder and (b) all designs, specifications, instructions, directions, and Client Data furnished to DFIN by Client and its Representatives, and DFIN’s use, modification, processing, and reproduction thereof in accordance with the Agreement (i) shall comply with all applicable requirements of any licenses between Client and the licensor of such Client Data, (ii) is not libelous, and (iii) shall not violate Applicable Law.

12.4 Warranty Disclaimer. EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES (INCLUDING THE SERVICES), AND THE DFIN IP ARE PROVIDED “AS IS” AND “AS AVAILABLE”. DFIN HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, THAT DEFECTS SHALL BE CORRECTED, THAT THE DELIVERABLES AND SERVICES SHALL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ACCESS TO THEM AND THEIR USE SHALL BE UNINTERRUPTED OR ERROR-FREE.

13. INDEMNIFICATION

13.1 By DFIN. DFIN shall defend Client and its directors, officers, and Personnel (the “Client Indemnitees”) from and against any action brought by a Third Party against any of them to the extent arising from or relating to: (a) any claim that Client’s use of the Services in accordance with the Agreement infringes, misappropriates, or violates the Intellectual Property Rights of any Third Party; (b) DFIN’s or any of its Representatives’ gross negligence or willful misconduct. DFIN shall pay those costs and damages finally awarded against any Client Indemnitee in any such action that are specifically attributable to such claim or agreed in a monetary settlement of such action. DFIN’s obligations set forth in this Section 13.1 shall not apply to any actions or claims arising as a result of: (i) any Client Indemnitee’s use of any Services other than as expressly authorized by the Agreement; (ii) the alteration or modification of any Services by any Person other than DFIN; (iii) the combination of any Services with Deliverables or services or products not provided by DFIN; or (iv) any Client Indemnitee’s gross negligence or willful misconduct.

13.2 By Client. Client shall defend DFIN and its Affiliates and their respective directors, officers, and Personnel (the “DFIN Indemnitees”) from and against any action brought by a Third Party against any of them to the extent arising from or relating to: (a) any claim that DFIN’s or its Affiliates’ or their respective Personnel’s use of the Client Data or other Client Confidential Information in accordance with the Agreement infringes, misappropriates, or violates the Intellectual Property Rights of any Third Party; or (b) Client’s or any of its Representatives’ gross negligence, willful misconduct. Client shall pay those costs and damages finally awarded against any DFIN Indemnitee in any such action that are specifically attributable to such claim or agreed in a monetary settlement of such action. Client’s obligations set forth in this Section 13.2 shall not apply to any actions or claims arising as a result of any DFIN Indemnitee’s gross negligence or willful misconduct.

13.3 Indemnification Procedures. Each Party’s indemnification obligations set forth in Section 13.1 and Section 13.2 respectively are subject to the indemnitee: (a) promptly notifying the indemnifying party of any such action or claim (except that the failure to so notify shall not limit the indemnifying party’s obligations hereunder except to the extent that such failure prejudices the indemnifying party); (b) granting the indemnifying party authority to defend or settle such claim or action; and (c) providing the indemnifying party all assistance reasonably necessary, at the indemnifying party’s expense, to defend or settle such action or claim; provided however, that no settlement may be entered into by the indemnifying party on behalf of the indemnified party without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned, or delayed), unless such settlement contains an unconditional release of the indemnified party’s liability.

13.4 Infringement. If a claim subject to Section 13.1(a) is made or threatened, or DFIN reasonably believes that Client’s use of any Services is likely to be subject to such a claim, DFIN may, at its option and sole expense: (a) secure for the Client Indemnitees the rights necessary to continue to use the affected item; (b) modify the affected item so that it is not subject to such claim without substantially diminishing or impairing the Services’ functionality; or (c) replace the affected item with a functionally equivalent non-infringing item of substantially similar functionality. If none of the foregoing alternatives are, in DFIN’s sole discretion, reasonably available, DFIN may immediately terminate the Agreement in whole or with respect to the affected Services and, in such event, DFIN shall provide a refund to Client of any Fees and other amounts prepaid by Client hereunder for use of the terminated Services.

13.5 Sole Remedy. Section 13.1 and Section 13.4 constitutes DFIN’s entire liability, and Client’s sole remedy, with respect infringement, misappropriation, or violation of Intellectual Property Rights and related claims and actions.

14. LIMITATION OF LIABILITY

14.1 Exclusion of Certain Damages. EXCLUDING CLAIMS ARISING FROM (A) A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT AND (B) A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 13.1 OR SECTION 13.2, IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OR FOR LOSS OF PROFITS, LOSS OF OR LOSS OF USE OF DATA, INTERRUPTION OF BUSINESS, COSTS OF SUBSTITUTE GOODS OR SERVICES, OR ANY REMOTE OR SPECULATIVE DAMAGES ARISING OUT OF THE AGREEMENT, WITHOUT REGARD TO THE FORM OF ACTION (INCLUDING CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Limitation of Liability. EXCEPT AS SET FORTH IN SECTION 14.3 (SPECIAL CAP), AND EXCLUDING CLAIMS (AND FINES OR PENALTIES LEVIED IN CONNECTION WITH SUCH CLAIMS) ARISING FROM (A) A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT OR (B) A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 13.1 OR SECTION 13.2, EACH PARTY’S TOTAL, CUMULATIVE, AGGREGATE LIABILITY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO DFIN UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE MONTH IN WHICH THE CLAIM AROSE.

14.3 Special Cap. DFIN’S TOTAL, CUMULATIVE, AGGREGATE LIABILITY TO CLIENT FOR ALL CLAIMS (AND FINES OR PENALTIES LEVIED IN CONNECTION WITH SUCH CLAIMS) ARISING OUT OF OR IN CONNECTION WITH DFIN’S OR ITS AFFILIATES’ OR THEIR RESPECTIVE PERSONNEL’S BREACH OF SECTION 8.3 (DATA PROTECTION AND SECURITY), SECTION 8.4 (SECURITY INCIDENTS), OR SECTION 10 (CONFIDENTIALITY), SHALL NOT EXCEED TWO TIMES (2X) THE TOTAL FEES ACTUALLY PAID BY CLIENT TO DFIN UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE MONTH IN WHICH THE CLAIM AROSE.

15. TERM AND TERMINATION

15.1 Term of Agreement; Conversion of certain Services to ActiveDisclosure. The Term is set forth in the applicable SOW, and except as otherwise expressly set forth in a SOW, terms shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with the Initial Term, the “Term”) unless terminated by a party with at least sixty (60) days advance written notice prior to the end of the then-current Term that it does not wish to renew the SOW or Agreement.

During the Term of this agreement, if Client requests to purchase and use the DFIN ActiveDisclosure platform, some services provided under the SOW for this Agreement may move over to the ActiveDisclosure platform. ActiveDisclosure is provided to DFIN clients via an order form (“Order”) for use of the ActiveDisclosure platform and is subject to separate, relevant DFIN Standard Terms and Conditions specifically for the platform. In such an event, the parties shall make any appropriate adjustments and/or amendments to the SOW or the Agreement, including the Fees and expenses payable to DFIN, for any Services moving over to the Active Disclosure platform. Any pre-paid fees under the SOW related to Services that move over to the ActiveDisclosure Order will be pro-rated based on date of conversion.

15.2 Termination for Breach or Insolvency.

(a) Either Party may terminate the Agreement in whole, or in part with respect to any Services provided under a SOW, upon notice to the other Party, if the other Party commits a material breach hereof and fails to cure such breach within thirty (30) days after receipt of notice from the non-breaching Party describing the breach in reasonable detail; provided however, that if the material breach is Client’s failure to pay any undisputed amounts to DFIN when due, the period within which Client may cure such breach shall be ten (10) Business Days after receipt of the notice of breach; and, provided further that, with respect to a breach that cannot reasonably be cured within such thirty (30) day period, the breaching Party shall have a period of time to cure such breach as would be required by such Party, in the exercise of good faith and reasonable efforts, to cure such breach.

(b) Either Party may terminate the Agreement if: (i) there is an entry of an order for relief under relevant bankruptcy legislation with respect to the other Party; (ii) the other Party makes a general assignment for the benefit of creditors; (iii) there is the appointment of a general receiver or trustee in bankruptcy of the other Party’s business or property; or (iv) there is any action under any insolvency or similar law for the purpose of bankruptcy, reorganization, or liquidation with respect to the other Party.

15.3 Survival. The following provisions of the Agreement shall survive the expiration or termination thereof, together with all other provisions that by their plain meaning are intended to survive, (a) Sections 5.4 (Taxes), 5.5 (Payment Terms), 5.7 (Payment Disputes), 9.1 (Client Data and Deliverables), 9.2 (DFIN IP), 9.3 (Feedback), 10 (Confidentiality), 11.1 (Records and Financial Audits), 12 (Representations and Warranties), 13 (Indemnification), 14 (Limitation of Liability), 15.3 (Survival), and 16 (Miscellaneous) of these DFIN Standard Terms and Conditions; (b) solely to the extent DFIN retains any Confidential Information of Client, 8.3 (Data Protection and Security), and 8.4 (Security Incidents) of these DFIN Standard Terms and Conditions.

16. MISCELLANEOUS

16.1 Publicity. DFIN shall have the right to identify Client as a Client and to use Client’s logo in connection therewith in DFIN’s general marketing materials. Any such use of Client’s logo shall be subject to DFIN’s compliance with Client’s trademark guidelines provided to DFIN. Except as set forth in the preceding sentence, neither Party shall use the name(s), trademark(s), trade name(s), service name(s), or service mark(s), whether registered or not, of the other Party in publicity releases or advertising, or in any other manner without the prior written consent of the other Party, unless required by Applicable Law.

16.2 Notices. All notices, consents, and other communications required or permitted under the Agreement shall be in writing and shall be deemed to be given: (a) when actually received, if delivered personally; (b) two (2) Business Days after the date delivered to a reputable international next-day courier service; (c) two (2) Business Days after the date deposited with the U.S. postal service, if mailed via prepaid registered or certified mail with return receipt; or (d) if sent by email, upon receipt of a return “read” or “received” email. Notices shall be sent to the Parties at their addresses set forth in the SOW or such other address as either Party may indicate by notice to the other Party. Notwithstanding the foregoing, any notices that purport to create, amend, add, alter, or incur obligations, terminate the Agreement or any SOW, or provide notice of breach may not be sent by email.

16.3 Nonexclusive Relationship. Except as otherwise explicitly set forth in the Agreement, nothing in the Agreement shall prevent either Party from entering into similar arrangements with Third Parties.

16.4 Relationship of Parties. The Agreement does not create, and shall not be deemed to create a partnership, joint venture, agency, or similar relationship or arrangement between the Parties. In carrying out its duties and performing its obligations hereunder, each Party is acting as an independent contractor. The Representatives of a Party shall not be deemed to be the Representatives of the other Party.

16.5 Assignment. Neither Party may, by operation of law or otherwise, assign or otherwise transfer the Agreement, any portion hereof, or any of its rights hereunder, or delegate any obligations hereunder, without the prior written consent of the other Party; provided however, that DFIN may assign or otherwise transfer the Agreement, any portion hereof, or any of its rights hereunder, or delegate any of its obligations hereunder, to any of its Affiliates without Client’s consent. The Agreement shall be binding upon and inure for the benefit of DFIN, Client, and their respective permitted successors and assigns. Any assignment or transfer, or purported assignment or transfer, in violation of this Section 5 is null and void.

16.6 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its conflict of laws principles. The Parties hereby submit to the exclusive jurisdiction of, and waive any venue objection, including forum non conveniens, against the state and federal courts in Cook County, Illinois for the adjudication of any disputes arising under the Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. THE PARTIES HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING IN CONNECTION WITH OR RELATING IN ANY WAY TO THE AGREEMENT.

16.7 Waiver. Either Party’s failure to exercise, delay in exercising, or partial exercise of a right or remedy provided by the Agreement or Applicable Law shall not constitute a waiver of such right or remedy, a waiver of other rights or remedies, or a waiver of the further exercise of such right or remedy.

16.8 Force Majeure. If and to the extent that the performance by a Party (the “Affected Party”) of any of its obligations (excluding payment obligations) under the Agreement is prevented, hindered, or delayed due to any cause beyond its reasonable control, including, work stoppages, natural disasters, catastrophic weather events, pandemics, fires, riots, accidents, terrorism, war, unavailability of Third Party materials, unavailability or default of subcontractor or supplier, or outages of power or communications networks (each a “Force Majeure Event”), and such non-performance, hindrance, or delay could not have been prevented by the Affected Party through use of reasonable precautions commonly taken in such Party’s industry to prevent the effects of such a Force Majeure Event, the Affected Party shall not be liable for such non-performance, hindrance, or delay as long as the Force Majeure Event and its effects on the Affected Party continue. The Affected Party shall promptly notify the other Party in writing of the Force Majeure Event, the effect on the Affected Party’s performance, the estimated performance delay, and the Affected Party’s plan to resume performance. The Affected Party shall employ commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as possible. If DFIN is the Affected Party, (a) DFIN shall continue to perform such parts of the Services as it is capable of performing and (b) Client may suspend payments for Services materially affected by the Force Majeure Event until such Services are substantially resumed. If the Affected Party cannot resume full performance of its obligations within sixty (60) days after the occurrence of the Force Majeure Event, the other Party may terminate any affected SOW, without penalty or further obligation, except as expressly stated herein.

16.9 Severability. If any provision of the Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions of the Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be replaced by a valid, legal, and enforceable provision that comes closest to the Parties’ intent underlying the invalid, illegal, or unenforceable provision.

16.10 Third Party Beneficiaries. Except as expressly set forth in the Agreement, any Person who is not a party to the Agreement shall not be entitled to any benefit from or to enforce any right or benefit under the Agreement.

16.11 Electronic Signatures. If applicable, the words “execution,” “signed,” “signature,” and words of like import herein shall also be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law, including without limitation the Federal Electronic Signatures in Global and National Commerce Act, Uniform Electronic Transactions Act or any other similar state, federal or international laws.

16.12 Interpretation. The headings of each Section in the Agreement have been inserted for convenience of reference only and are not intended to limit or expand on the meaning of the language contained in the particular Section. Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural shall include the singular, and the use of any gender shall be applicable to all genders. Whenever the Agreement refers to a number of days, a month, or a year without using a term otherwise defined herein, such number refers to calendar days, a calendar month, or a calendar year. For the purposes of the Agreement: (a) the terms “including”, “include”, “includes”, “such as”, and the like shall not limit the generality of any description preceding such term and, as used herein, shall have the same meaning as “including, but not limited to”, “including, without limitation”, “such as”, or “by way of example”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof”, “hereby,” “hereto”, and “hereunder” refer to the Agreement as a whole; and (d) the words “will” and “shall” are to be interpreted as having the same meaning and are deemed to be a term of command. Unless the context otherwise requires, references herein to: (i) Sections mean the and Sections of, the Agreement; (ii) an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) an Applicable Law means such Applicable Law as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The language of the Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party. Each Party represents that it has been represented by legal counsel in connection with the Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of the Agreement, the Parties agree that no presumption shall apply against the Party who drafted such terms and provisions.