HomeMy WebLinkAboutHello Lamp Post, LTD - 2025-09-15 HELLO
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HELLO LAMP POST SERVICE AGREEMENT
THIS SERVICE AGREEMENT("Agreement") is entered into and effective 9/15/25 by and between Hello Lamp
Post Limited a company registered in England and Wales with no. 11249234),of 23 Shackleton Court, 2
Maritime Quay, London, E14 3QF("Hello Lamp Post")and City of Huntington Beach("Licensee"). Hello Lamp
Post and Licensee may each be referred to herein as "Party" or collectively as the "Parties".
WITNESSETH:
WHEREAS, Hello Lamp Post is engaged in the business of Citizen Engagement, as well as related services,and
has created and developed a Software as a Service Citizen Engagement platform which is described in detail
in the attached Exhibit A("Solution");
WHEREAS, Licensee desires to obtain access to the Solution limited to the scope listed in Exhibit B("Scope");
and
WHEREAS, Hello Lamp Pofst is willing to enter into an agreement with Licensee whereby Licensee will obtain
access to the Solution.
NOW, THEREFORE, in consideration of the premises and mutual covenants of this Agreement, the Parties
hereto agree as follows:
1. LICENSE GRANT
a. Hello Lamp Post hereby grants to Licensee,for the term of this Agreement,a nonexclusive,
non-assignable, limited personal right and license to allow the Permitted Users to use the
Solution for the Scope. Licensee and Hello Lamp Post will coordinate access and configuration of
the Solution in connection with the Scope.
b. No right of license is being conveyed to Licensee to use the Solution at any domain(s) other than
for the Scope. Licensee is prohibited from making any copies, archival or otherwise,of the
Solution or its source code. Licensee is further prohibited from using the Solution in any manner
other than as described above.
2. LICENSOR'S RESPONSIBILITIES
a. Hello Lamp Post shall provide Licensee with the Solution.
b. Hello Lamp Post shall use reasonable efforts to make the Solution available twenty-four(24)
hours per day, seven (7)days a week, excluding:
i. Scheduled downtime for systems maintenance, including without limitation diagnostics,
upgrades, and operations reconfiguration.
ii. Unscheduled downtime caused by other forces beyond the immediate control of Hello
Lamp Post, including software defects, hardware failures, power failures or downtime
caused by Licensee's network or the Internet.
c. Support and maintenance of the Solution shall be provided by Hello Lamp Post in accordance
with the provisions of Exhibit C of this Agreement.
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3. LICENSEE'S RESPONSIBILITIES
a. Licensee shall not, nor permit any third party to: (a) copy the Solution; (b) modify,translate or
otherwise create derivative works of the Solution; (c) disassemble, decompile or reverse
engineer the object code or source code of the Solution; (d) publish,or otherwise make available
to any third party, any benchmark testing information or results.
b. Licensee will be solely responsible for the Content submitted to the Products and will comply
with all laws,rules and regulations relating to the use,disclosure and transmission of such
Content, including providing such to Hello Lamp Post. Licensee represents and warrants it has
the legal right to provide the Content to Hello Lamp Post and that such use or disclosure does
not violate the intellectual property, privacy or other legal rights of any third party. Licensee
grants Hello Lamp Post a limited, non-exclusive right during the Term to access and use the
Content to provide the Products and Services. Content does not include user feedback related to
the Products or Services, which Hello Lamp Post is free to use without any further permission or
consideration to Licensee. In addition,Content does not include data generated by use of the
Products, including system data and data derived from Content in an aggregated and anonymized
form, which may be used by Hello Lamp Post for any and all business purposes including
diagnostics and system and product improvements.
c. Sign-on credentials used to access the Products are non-transferable. Licensee is responsible for
keeping all passwords secure and for all use of the Products through Licensee's sign in
credentials.
d. Cooperation. Licensee will provide any assistance reasonably required by Hello Lamp Post to
perform the Services, including timely review of plans and schedules for the Services and
reasonable access to Licensee's offices for Services performed onsite.
4. COMPENSATION
a. In consideration for the license granted hereunder and during the Initial Term of the Agreement
and for each Extended Term, Licensee agrees to pay to Hello Lamp Post the fees recited in Exhibit
B (the "User Fees").
b. Unless otherwise stated, Hello Lamp Post's fees are inclusive of all taxes, levies,duties or similar
governmental assessments of any nature with the exception of UK value added tax which (where
applicable)shall be added in accordance with prevailing legislation.
c. Administrative responsibility including generating invoices and accepting and collecting
payments may be performed by Hello Lamp Post Limited.or any subsidiary company This does
not change the obligations of Hello Lamp Post Limited. under this Agreement.
5. INTELLECTUAL PROPERTY
Hello Lamp Post and its licensors(if any)exclusively own all intellectual property rights,title and interest
in any ideas, concepts, know-how,documentation or techniques Hello Lamp Post provides under this
Agreement, and all technology available on Hello Lamp Post's Servers. Licensee agrees and acknowledges
that no title to the Solution or any aspect of the Solution shall pass to Licensee under this Agreement.
6. PERMITTED USERS
Licensee shall identify Licensee employees who are Permitted Users and who will receive passwords and
keys(as applicable)to use the Solution for the purposes permitted by this Agreement including
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configuration for use with the Scope. Licensee shall provide to Hello Lamp Post a list of such Permitted
Users and shall provide periodic updates as necessary. Licensee will take such actions as are necessary in
order for it to maintain the confidentiality of, and prevent the unauthorized use of,each password and
key. Licensee will immediately notify Hello Lamp Post in writing if Licensee determines, or has reason to
believe,that an unauthorized party has gained access to a password or key. Licensee authorized Hello
Lamp Post to rely upon any information and/or instructions set forth in any data transmission using the
assigned password or key,without making further investigation or inquiry, and regardless of the actual
identity of the individual transmitting the same, in connection with the operation of Hello Lamp Post.
Use of the assigned password or key,whether or not authorized by Licensee, shall be solely the
responsibility of and the risk of Licensee.
7. CONFIDENTIALITY
a. "Confidential Information"shall mean any confidential technical data,trade secret, know-how or
other confidential information disclosed by any party hereunder in writing, orally,or by drawing
or other form and which shall be marked by the disclosing party as"Confidential"or
"Proprietary." If such information is disclosed orally, or through demonstration, in order to be
deemed Confidential Information, it must be specifically designated as being of a confidential
nature at the time of disclosure and reduced in writing and delivered to the receiving party
within fourteen (14)days of such disclosure.
b. Notwithstanding the foregoing, Confidential Information shall not include information which: (i)
is known to the receiving party at the time of disclosure or becomes known to the receiving
party without breach of this Agreement; (ii) is or becomes publicly known through no wrongful
act of the receiving party or any subsidiary of the receiving party; (iii) is rightfully received from a
third party without restriction on disclosure; (iv) is independently developed by the receiving
party or any of its subsidiaries; (v) is furnished to any third party by the disclosing party without
restriction on its disclosure; (vi) is approved for release upon a prior written consent of the
disclosing party; (vii) is disclosed pursuant to judicial order,requirement of a governmental
agency or by operation of law.
c. The receiving party agrees that it will not disclose any Confidential Information to any third party
and will not use Confidential Information of the disclosing party for any purpose other than for
the performance of the rights and obligations hereunder during the term of this Agreement and
for a period of three (3)years thereafter,without the prior written consent of the disclosing
party.The receiving party further agrees that Confidential Information shall remain the sole
property of the disclosing party and that it will take all reasonable precautions to prevent
employees from disclosing any Confidential Information. No license shall be granted by the
disclosing party to the receiving party with respect to Confidential Information disclosed
hereunder unless otherwise expressly provided herein.
d. Upon the request of the disclosing party,the receiving party will promptly return all Confidential
Information furnished hereunder and all copies thereof.
e. Either party may disclose information concerning this Agreement as required by the rules,
orders, regulations,subpoenas or directives of a court, government or governmental agency,
after giving prior notice to the other party.
f. If a party breaches any of its obligations with respect to confidentiality and unauthorized use of
Confidential Information hereunder,the non-breaching party shall be entitled to equitable relief
to protect its interest therein, including but not limited to injunctive relief,as well as money
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damages notwithstanding anything to the contrary contained herein.
8. INDEMNIFICATION
a. By Hello Lamp Post:
i. Hello Lamp Post will defend, indemnify and hold Licensee harmless from and against all
losses, liabilities,damages and expenses including reasonable attorney fees(collectively,
"Losses")arising from any claim or suit by an unaffiliated third party that the Products or
Deliverables, as delivered to Licensee and when used in accordance with this Agreement
a valid U.K. copyright or U.K. patent issued as of the date of the applicable Agreement(a
"Claim").
ii. To the extent permitted by applicable law, Hello Lamp Post will have control of the
defense and reserves the right to settle any Claim. Licensee must notify Hello Lamp Post
promptly of any Claim and provide reasonable cooperation to Hello Lamp Post, upon
Hello Lamp Post' request and at Hello Lamp Post'cost,to defend such Claim. Hello Lamp
Post will not agree to any settlement which requires acknowledgment of fault or an
incurred liability on the part of an indemnified party not otherwise covered by this
indemnification without the indemnified party's prior consent. Licensee may elect to
participate in the defense of any claim with counsel of its choosing at its own expense.
iii. If the Products or Deliverables are subject to a claim of infringement or
misappropriation, or if Hello Lamp Post reasonably believes the Products or Deliverables
may be subject to such a Claim, Hello Lamp Post reserves the right, in its sole discretion,
to: (i) replace the affected Products or Deliverable with non-infringing functional
equivalents;(ii) modify the affected Products or Deliverable to render it non-infringing;
or(iii)terminate this Agreement with respect to the affected Hello Lamp Post Product or
Deliverable and refund to Licensee any prepaid fees for the then-remaining portion of
the Agreement.
iv. Hello Lamp Post will have no obligation to indemnify,defend,or hold Licensee harmless
from any Claim to the extent it is based upon: (i)a modification to the Hello Lamp Post
Product or Deliverable by anyone other than Hello Lamp Post; (ii)a modification made by
Hello Lamp Post pursuant to Licensee's required instructions or specifications or in
reliance on materials or information provided by Licensee; (iii)combination with the
Products or Deliverable with non-Hello Lamp Post software or data; or(iv) Licensee's(or
any authorized user of Licensee) use of any Products or Deliverables other than in
accordance with this Agreement. e)This section sets forth Licensee's sole and exclusive
remedy,and Hello Lamp Post' entire liability,for any Claim that the Products,
Deliverables or any other materials provided by Hello Lamp Post violate or infringe upon
the rights of any third party.
b. By Licensee:
i. Licensee shall indemnify,defend,and hold harmless Hello Lamp Post from and against
any Losses resulting from or arising out of any Claim brought against Hello Lamp Post
alleging Licensee's violation of applicable laws in connection with Licensee's use of the
Content, Services or Products.
9. LIMITATION OF LIABILITY
a. Except as set out in 9(d) below,each party's total liability, in tort(including negligence),contract
or otherwise relating to this Agreement, will be limited to 110%of the amount of subscription
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111116.00.
fees payable by Licensee to Hello Lamp Post under such Agreement in the six(6) months
preceding the claim. However, if Licensee has paid no fees under the terms of an Order in the
twelve(12) month period preceding the date of the incident giving rise to the Claim,the
aggregate liability of Hello Lamp Post to Licensee for such Claim shall not exceed GBP£5,000.
b. Except as set out in 9(d) below, under no circumstances will either party be liable for any: (i) loss
or damage to profits, sales, business,goodwill or anticipated savings;or(ii) business interruption
or lost data; or(iii) punitive,special, consequential, incidental or indirect damages; even if such
party has been advised of the possibility of such loss or damage.
c. The maximum liability set forth in Section 9(a) does not apply to: (i) Licensee's obligations to pay
amounts due under the agreement;or(ii)either party's breach of section 18(i) (Applicable Law).
d. Nothing in this Agreement will exclude, limit or restrict either party's liability for: (i)death or
personal injury resulting from the negligence of a party; (ii)fraud or fraudulent
misrepresentation; (iii);a breach of Section 7(Confidentiality) (iv) any other cause of action
which cannot be limited or excluded under applicable law. In addition, nothing in this Agreement
will exclude, limit, or restrict Hello Lamp Post' infringement indemnification obligations set forth
in Section 8(Indemnification).
10. TERM
Licensor agrees to supply the services as outlined in Exhibit B, and you agree to accept the services for
the period as set out in Exhibit B (the"Initial Term"). Unless we receive written notice from you to cancel
this Agreement before the 60(sixty)day period prior to the natural expiry of the Initial Term (and/or
each anniversary thereafter)then the Agreement shall automatically continue for a further term equal to
the Initial Term (the "Additional Term"), and continue on a rolling basis thereafter upon the expiry of
each Additional Term unless the aforementioned notice is received by us.
Any renewal of the Agreement shall be at the current price being charged to you unless specified in
Exhibit B or a notice is sent to the Licensee prior to 60 days of the anniversary of the renewal that there
will be a price increase. Upon any automatic renewal of the Contract or otherwise the provisions of the
Agreement shall continue to apply in all respects.
11. FEES
Licensee will pay all fees, costs and other amounts as specified.Annual fees are due upfront at the
beginning of each annual term.Services fees and one-time fees are due according to the billing
frequency specified in Exhibit B. Hello Lamp Post may suspend Licensee's access to any Products if there
is a lapse in payment not remedied promptly upon notice to Licensee.A lapse in the Term of this
Agreement will require the payment of a setup fee to reinstate the subscription.All fees are exclusive of
value added tax,which, if any,will be included in the invoice. It is Licensee's responsibility to provide
applicable exemption certificate(s).
12. PURCHASE ORDERS
Upon request, Hello Lamp Post will reference a purchase order number on its invoices if Licensee
provides the corresponding purchase order information to Hello Lamp Post prior to generating the
invoice. Licensee agrees that a failure to provide Hello Lamp Post with purchase order information will
not relieve Licensee of its obligations to provide payment in accordance with this section.
13. TERMINATION
The following termination rights are in addition to the termination rights that may be provided elsewhere
in the Agreement:
a. Right to Terminate Upon Notice. Either party may terminate this Agreement on thirty(30) days'
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written notice to the other party in the event of a breach of any provision of this Agreement by
the other party, provided that,during the thirty-day period,the breaching party fails to cure such
breach.
b. Right to Terminate for Bankruptcy. Either party may terminate this Agreement immediately if the
other becomes unable to pay its debts,or enters into liquidation (except for the purpose of
solvent amalgamation or reconstruction),or makes an arrangement with its creditors,or
becomes subject to an administration order or a receiver or administrative receiver is appointed
over all or any of its assets,or ceases or threatens to cease trading or is dissolved.
14. POST-TERMINATION RIGHTS
Upon the expiration or termination of this Agreement, all rights granted to Licensee under this
Agreement shall forthwith terminate and immediately revert to Hello Lamp Post and Licensee shall
discontinue all use of the Solution.
15. DATA PRIVACY
Hello Lamp Post shall comply with the provisions of Exhibit D with regards to data privacy.
16. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement
on account of,any delay or failure to perform as required by this Agreement as a result of any causes or
conditions that are beyond such party's reasonable control and that such party is unable to overcome
through the exercise of commercially reasonable diligence. If any force majeure event occurs,the
affected party will give prompt written notice to the other party and will use commercially reasonable
efforts to minimize the impact of the event.
17. NOTICE
a. Any notice required to be given under this Agreement shall be in writing and delivered personally
to the other designated party at the address specified by each party mailed by certified,
registered or Express mail, return receipt requested or by Federal Express or other internationally
recognised overnight courier.
b. Either party may change the address to which notice or payment is to be sent by written notice
to the other under any provision of this paragraph.
18. APPLICABLE LAW
This Agreement will be governed by and construed in accordance with the laws of the State of California.
The Company hereby irrevocably waives,to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.
19. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties
hereto,their heirs, administrators,successors and assigns.
20. ASSIGNABILITY
Neither party may assign this Agreement or the rights and obligations hereunder to any third party
without the prior express written approval of the other party which shall not be unreasonably withheld,
provided that either Party may assign without consent in the event of a merger, consolidation,
reorganization, or sale of all or substantially all assets related to this Agreement.
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21. WAIVER
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of
the same or of other provisions of this Agreement.
22. SEVERABILITY
If any term,clause or provision hereof is held invalid or unenforceable by a court of competent
jurisdiction,such invalidity shall not affect the validity or operation of any other term,clause or provision
and such invalid term,clause or provision shall be deemed to be severed from the Agreement.
23. THIRD PARTY RIGHTS
No third party or other person who is not a party to this Agreement may enforce any of its terms under
the Contracts(Rights of Third Parties)Act 1999 except to the extent stated expressly to the contrary in
this Agreement.
24. INTEGRATION
This Agreement constitutes the entire understanding of the Parties,and revokes and supersedes all prior
agreements between the Parties and is intended as a final expression of their Agreement. It shall not be
modified or amended except in writing signed by the Parties hereto and specifically referring to this
Agreement.
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WITNESS WHEREOF, the parties hereto, Intending to be legally bound hereby, have executed this
Agreement.
Hello Lamp Post Limited. Licensee
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Date: Date: l0 1 g5
APPROVED AS TO FORM
By: P �"`"
MICHAEL J.VIGLIOTTA
CITY ATTORNEY
CITY OF HUNTINGTON BEACH
COUNTERPART
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this
Agreement.
Hello Lamp Post Limited. Licensee
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21. WAIVER
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of
the same or of other provisions of this Agreement.
22. SEVERABILITY
If any term,clause or provision hereof is held invalid or unenforceable by a court of competent
jurisdiction, such invalidity shall not affect the validity or operation of any other term,clause or provision
and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
23. THIRD PARTY RIGHTS
No third party or other person who is not a party to this Agreement may enforce any of its terms under
the Contracts(Rights of Third Parties)Act 1999 except to the extent stated expressly to the contrary in
this Agreement.
24. INTEGRATION
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior
agreements between the Parties and is intended as a final expression of their Agreement. It shall not be
modified or amended except in writing signed by the Parties hereto and specifically referring to this
Agreement.
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EXHIBIT A
Hello Lamp Post("Solution")
Description
Hello Lamp Post will build, maintain,support and report on an instance of their platform for making physical
and virtual places or objects interactive. Hello Lamp Post is an interactive service capable of sending and
receiving text-based messages with users,taking contextual information(area/location, information,
Frequently Asked Questions(FAQ's)previous activity,code referenced, point in conversation)and using it to
provide bespoke messages to users(the general public).
The service will send users custom messages based in-part on submissions from previous user conversations,
a pre-built knowledge base and Al capabilities.There will be a robust moderation mechanic employed that
ensures users won't receive inappropriate material.
What's included in this contract:
• System set up(system provisioning&chat architecture)
• Customized FAQ knowledge base,including evolution and updates
• Dedicated Hello Lamp Post Project/Account Manager
• QR code/SMS configuration,Webapp hosting for user interface
• Professional graphic design services for signage,in line with desired branding guidelines
• Best practices and recommendations for materials,sizes,and locations to activate
• Marketing support on education and launch
• Ongoing support and account management
• Real-time access to Data and Insights Dashboard
• Quarterly custom reports
Hello Lamp Post does not cover the cost of printing/installing/distribution of physical signage and materials.
Exhibit A
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EXHIBIT B
Scope&User Fees
Scope& Fees:
• Support Janitorial staff with logging and reporting during restroom checks
o Provide janitors with a simple,streamlined way to log issues
o Use location-specific QR codes to log and track where problems are
o Trigger next steps—email to relevant supervisor or staff follow up
• Hold Janitorial staff accountable for checks and reporting duties
o See where they have/have not logged a visit
o View updates in real time
o Ensure they are doing what they say they are and meeting all job expectations
• Provide simple,accessible technology that it is simple and quick for janitors to use
• lJse staff time and resources effectively during the restroom check process, as well as during larger
decision making by understanding where the most focus is needed
• Understand location-specific data and insights about trends and issues over time
• Track accountability and ensure consistency
12 Month License
Includes
Features and services listed above
Annual Platform Fee $10,225
City Restrooms (beach &major parks) $6,256
Up to 30 restrooms
$16,481
Total License Fees
One-time Implementation Fee(15%of License Fees) $2,472
Total First-Year Cost $18,953
The License Fees shall be invoiced annually in advance unless otherwise specified by Licensee.The Licensee
will pay each of Hello Lamp Post's correct invoices within 14 days after the Licensee's receipt of each invoice.
Initial Term:9/15/25-9/15/26
Exhibit B
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EXHIBIT C
Service Level Agreement
1. Technical support.Hello Lamp Post agrees to provide Licensee with complete technical support. Regular
support will be available during regular business hours,Monday-Friday;via email covering all issues.
Use-based questions should be directed to Licensee's account manager who will escalate questions to
technical personnel as necessary.
Exhibit C
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EXHIBIT D
Data Privacy
Party:a Party to this Agreement
Law: means any law, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act
1978, bye-law, enforceable right within the meaning of Section 2 of the European Communities Act 1972,
regulation, order, regulatory policy, mandatory guidance or code of practice,judgment of a relevant court of
law, or directives or requirements with which Hello Lamp Post is bound to comply;
Hello Lamp Post Personnel: means all directors, officers, employees, agents, consultants and contractors of
Hello Lamp Post and/or of any Sub-Contractor engaged in the performance of its obligations under this
Agreement
DEFINITIONS USED IN THE GDPR TERMS:
Data Protection Legislation: (i) the GDPR, the LED and any applicable national implementing Laws as
amended from time to time (ii) the DPA 2018 (subject to Royal Assent) to the extent that it relates to
processing of personal data and privacy; and (iiii) all applicable Law about the processing of personal data
and privacy;
Data Protection Impact Assessment: an assessment by the Controller of the impact of the envisaged
processing on the protection of Personal Data;
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Data Protection Officer take the
meaning given in the GDPR;
Data Loss Event: any event that results, or may result, in unauthorized access to Personal Data held by Hello
Lamp Post under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in
breach of this Agreement, including any Personal Data Breach.
Data Subject Access Request: a request made by, or on behalf of, a Data Subject in accordance with rights
granted pursuant to the Data Protection Legislation to access their Personal Data.
DPA 2018: Data Protection Act 2018;
GDPR:the General Data Protection Regulation (Regulation (EU)2016/679);
LED: Law Enforcement Directive(Directive(EU)2016/680);
Protective Measures: appropriate technical and organizational measures which may include:
pseudonymisation and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience
of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely
manner after an incident, and regularly assessing and evaluating the effectiveness of the such measures
adopted by it;
Exhibit D
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Schedule: means the schedule attached to this Annex 1 forming part of this Letter and titled: 'Schedule of
Processing, Personal Data and Data Subjects';and
Sub-processor: any third Party appointed to process Personal Data on behalf of Hello Lamp Post related to
this Agreement
1. DATA PROTECTION
1.1 The Parties acknowledge that for the purposes of the Data Protection Legislation,the Licensee is
the Controller and Hello Lamp Post is the Processor. The only processing that Hello Lamp Post is
authorized to do is listed in the Schedule by the Licensee and may not be determined by Hello
Lamp Post.
1.2 Hello Lamp Post shall notify the Licensee immediately if it considers that any of the Licensee's
instructions infringe the Data Protection Legislation.
1.3 Hello Lamp Post shall provide all reasonable assistance to the Licensee in the preparation of any
Data Protection Impact Assessment prior to commencing any processing. Such assistance may, at
the discretion of the Licensee, include:
(a) a systematic description of the envisaged processing operations and the purpose of the
processing;
(b) an assessment of the necessity and proportionality of the processing operations in
relation to the Services;
(c) an assessment of the risks to the rights and freedoms of Data Subjects; and
(d) the measures envisaged to address the risks, including safeguards,security measures and
mechanisms to ensure the protection of Personal Data.
1.4 Hello Lamp Post shall, in relation to any Personal Data processed in connection with its obligations
under this Agreement:
(a) process that Personal Data only in accordance with the Schedule, unless Hello Lamp Post
is required to do otherwise by Law. If it is so required, Hello Lamp Post shall promptly
notify the Licensee before processing the Personal Data,unless prohibited by Law;
(b) ensure that it has in place Protective Measures,which have been reviewed and approved
by the Licensee as appropriate to protect against a Data Loss Event having taken account
of the:
(i) nature of the data to be protected;
(ii) harm that might result from a Data Loss Event;
(iii) state of technological development; and
(iv) cost of implementing any measures;
(c) ensure that:
(i) Hello Lamp Post Personnel do not process Personal Data except in accordance with this
Agreement(and in particular,the Schedule);
(ii) it takes all reasonable steps to ensure the reliability and integrity of any Hello Lamp
Post Personnel who have access to the Personal Data and ensure that they:
(A) are aware of and comply with Hello Lamp Post's duties under this clause;
(B) are subject to appropriate confidentiality undertakings with Hello Lamp Post or
any Sub-processor;
(C) are informed of the confidential nature of the Personal Data and do not publish,
disclose or divulge any of the Personal Data to any third Party unless directed in
writing to do so by the Licensee or as otherwise permitted by this Agreement;
and
(D) have undergone adequate training in the use, care, protection and handling of
Personal Data.
Exhibit D
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(d) not transfer Personal Data outside of the EU unless the prior written consent of the
Licensee has been obtained and the following conditions are fulfilled:
(i) the Licensee or Hello Lamp Post has provided appropriate safeguards in relation to
the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as
determined by the Licensee;
(ii) the Data Subject has enforceable rights and effective legal remedies;
(iii) Hello Lamp Post complies with its obligations under the Data Protection Legislation
by providing an adequate level of protection to any Personal Data that is transferred
(or, if it is not so bound, uses its best endeavors to assist the Licensee in meeting its
obligations); and
(iv) Hello Lamp Post complies with any reasonable instructions notified to it in advance
by the Licensee with respect to the processing of the Personal Data;
(e) at the written direction of the Licensee, delete or return Personal Data(and any copies of
it) to the Licensee on termination of the Agreement unless Hello Lamp Post is required by
Law to retain the Personal Data,
1.5 Subject to clause 1.6, Hello Lamp Post shall notify the Licensee immediately if it:
(a) receives a Data Subject Access Request(or purported Data Subject Access Request);
(b) receives a request to rectify, block or erase any Personal Data;
(c) receives any other request, complaint or communication relating to either Party's
obligations under the Data Protection Legislation;
(d) receives any communication from the Information Commissioner or any other regulatory
authority in connection with Personal Data processed under this Agreement;
(e) receives a request from any third Party for disclosure of Personal Data where compliance
with such request is required or purported to be required by Law; or
(f) becomes aware of a Data Loss Event.
1.6 Hello Lamp Post's obligation to notify under clause 1.5 shall include the provision of further
information to the Licensee in phases,as details become available.
1.7 Taking into account the nature of the processing, Hello Lamp Post shall provide the Licensee with
full assistance in relation to either Party's obligations under Data Protection Legislation and any
complaint, communication or request made under clause 1.5 (and insofar as possible within the
timescales reasonably required by the Licensee) including by promptly providing:
(a) the Licensee with full details and copies of the complaint,communication or request;
(b) such assistance as is reasonably requested by the Licensee to enable the Licensee to
comply with a Data Subject Access Request within the relevant timescales set out in the
Data Protection Legislation;
(c) the Licensee, at its request, with any Personal Data it holds in relation to a Data Subject;
(d) assistance,as requested by the Licensee,following any Data Loss Event;
(e) assistance, as requested by the Licensee, with respect to any request from the
Information Commissioner's Office, or any consultation by the Licensee with the
Information Commissioner's Office.
1.8 Hello Lamp Post shall maintain complete and accurate records and information to demonstrate its
compliance with this clause. This requirement does not apply where Hello Lamp Post employs
fewer than 250 staff, unless:
(a) the Licensee determines that the processing is not occasional;
Exhibit D
HELLO
LAMP POST
(b) the Licensee determines the processing includes special categories of data as referred to
in Article 9(1) of the GDPR, or Personal Data relating to criminal convictions and offenses
referred to in Article 10 of the GDPR;and
(c) the Licensee determines that the processing is likely to result in a risk to the rights and
freedoms of Data Subjects.
1.9 Hello Lamp Post shall allow for audits of its Data Processing activity by the Licensee or the
Licensee's designated auditor.
1.10 Hello Lamp Post shall designate a data protection officer if required by the Data Protection
Legislation.
1.11 Before allowing any Sub-processor to process any Personal Data related to this Agreement, Hello
Lamp Post must:
(a) notify the Licensee in writing of the intended Sub-processor and processing;
(b) obtain the written consent of the Licensee;
(c) enter into a written agreement with the Sub-processor which give effect to the terms set
out in this clause, such that they apply to the Sub-processor; and
(d) provide the Licensee with such information regarding the Sub-processor as the Licensee
may reasonably require.
1.12 Hello Lamp Post shall remain fully liable for all acts or omissions of any Sub-processor.
1.13 The Licensee may, at any time on not less than 30 Working Days' notice, revise this clause 1 by
replacing it with any applicable controller to processor standard clauses or similar terms forming
part of an applicable certification scheme (which shall apply when incorporated by attachment to
this Agreement).
1.14 The Parties agree to take account of any guidance issued by the Information Commissioner's
Office.The Licensee may,on not less than 30 Working Days' notice to Hello Lamp Post, amend this
Agreement to ensure that it complies with any guidance issued by the Information
Commissioner's Office.
1.15 The Parties agree that any term or condition of the Agreement that attempts to limit the liability
of Hello Lamp Post with respect to any claims it may receive from the Licensee following any fine,
costs damages, costs or any other claim (the "Losses") imposed on the Licensee from the
Information Commissioner's Office (or such successor organization or regulator thereof) shall
have no effect, and,accordingly, notwithstanding any other terms or conditions of the Agreement,
Hello Lamp Post shall indemnify the Licensee in full for any Losses imposed on the Licensee from
the Information Commissioner's Office.
Schedule of Processing,Personal Data and Data Subjects
1. Hello Lamp Post shall comply with any further written instructions with respect to processing by the
Licensee.
2. Any such further instructions shall be incorporated into this Schedule.
Exhibit D
HELLO
LAMP POST
Description Details
Subject matter of the Hello Lamp Post will process data for the purpose of providing messages on
processing behalf of the Licensee to their users.
Duration of the processing The processing will be conducted while:
• Licensee maintains a current service license
• A user wishes to receive information from the Licensee
• In accordance with our Data Retention Policy
Nature and purposes of the Hello Lamp Post will process data on behalf of the Licensee to allow them
processing to create and distribute email,SMS and Social Media notifications to their
opt-in Subscriber audience.
Hello Lamp Post will collect and process personal data to allow the Licensee
to send highly targeted digital communications to subscribers based on
granular subscription preferences and associated metadata provided by the
Subscriber or added into the system by the Licensee.
Hello Lamp Post will process Subscriber requests to opt-in and opt-out of
receiving alerts on behalf of the Licensee.
Hello Lamp Post will process Licensee staff data to allow authorized
personal access to the system and provide an audit trail of activity during
use.
Type of Personal Data Absolutely no personal information,contact details,or demographic
insights will be collected unless requested by the Licensee.
The following personal data will be processed
• User SMS telephone number(only if using SMS)
• Licensee staff email address,telephone number(for dashboard logins)
Categories of Data Subject Data will be processed on behalf of the Licensee and only as instructed by
the Licensee. The data subjects shall include Subscribers consisting of:
• Members of the Public(Users)
• Stakeholders/Partner organizations
• Licensee staff
Plan for return and Opt-out requests can be submitted automatically via the Hello Lamp Post
destruction of the data platform or be submitted manually via online and offline channels for
once the processing is processing by our customer care team. When an opt-out request is
complete UNLESS processed the subscriber's details are removed from the Licensees account
requirement under union to prevent further messages being sent to that subscriber.
or member state law to Hello Lamp Post will retain some subscriber data (IP addresses, message
preserve that type of data history so this can be used for security audits and law enforcement
purposes.
When data is removed from our systems it will be processed in accordance
with the data retention policy with all data being removed or anonymised
programmatically from our databases and servers.
All data will be returned to the Licensee upon termination of the contract
via secure transfer. Data will be extracted in CSV format,encrypted and
then supplied to the Licensee via secure FTP(or other secure method as
requested).
Exhibit D
Form W-8BEN-E Certificate of Status of Beneficial Owner for
United States Tax Withholding and Reporting (Entities)
(Rev.July 2017) OMB No.1545-1621
0.For use by entities.Individuals must use Form W-8BEN.►Section references are to the Internal Revenue Code,
Department of the Treasury ►Go to www.lrs.gov/FonnW8BENE for instructions and the latest information.
Internal Revenue Service ►Give this form to the withholding agent or payer.Do not send to the IRS.
Do NOT use this form for: Instead use Form:
•U.S.entity or U.S.citizen or resident W-9
•A foreign individual W-8BEN(Individual)or Form 8233
•A foreign individual or entity claiming that income is effectively connected with the conduct of trade or business within the U.S.
(unless claiming treaty benefits) W-8ECI
•A foreign partnership,a foreign simple trust,or a foreign grantor trust(unless claiming treaty benefits)(see instructions for exceptions) . W-81MY
•A foreign government,international organization,foreign central bank of issue,foreign tax-exempt organization,foreign private foundation,or
government of a U.S.possession claiming that income is effectively connected U.S.income or that is claiming the applicability of section(s)115(2),
501(c),892,895,or 1443(b)(unless claiming treaty benefits)(see instructions for other exceptions) W-8ECI or W-8EXP
•Any person acting as an intermediary(including a qualified intermediary acting as a qualified derivatives dealer) W-81MY
Part I Identification of Beneficial Owner
1 Name of organization that is the beneficial owner 2 Country of incorporation or organization
Hello Lamp Post ltd United Kingdom
3 Name of disregarded entity receiving the payment(if applicable,see instructions)
4 Chapter 3 Status(entity type)(Must check one box only): ❑✓ Corporation ❑ Disregarded entity 0 Partnership
❑ Simple trust ❑ Grantor trust 0 Complex trust 0 Estate ❑ Government
❑ Central Bank of Issue ❑Tax-exempt organization 0 Private foundation ❑ International organization
If you entered disregarded entity,partnership,simple trust,or grantor trust above,is the entity a hybrid making a treaty
claim?If"Yes°complete Part III. ❑ Yes ❑ No
5 Chapter 4 Status(FATCA status)(See instructions for details and complete the certification below for the entity's applicable status.)
❑ Nonparticipating FFI(including an FFI related to a Reporting IGA ❑ Nonreporting IGA FFI.Complete Part XII.
FF1 other than a deemed-compliant FFI,participating FFI,or ❑ Foreign government,government of a U.S.possession,or foreign
exempt beneficial owner). central bank of issue.Complete Part XIII.
❑ Participating FFI. 0 International organization.Complete Part XIV.
❑ Reporting Model 1 FFI. 0 Exempt retirement plans.Complete Part XV.
❑ Reporting Model 2 FFI. ❑ Entity wholly owned by exempt beneficial owners.Complete Part M.
❑ Registered deemed-compliant FFI(other than a reporting Model 1 ❑Territory financial institution.Complete Part XVII.
FFI,sponsored FFI,or nonreporting IGA FFI covered in Part XII). ❑ Excepted nonfinancial group entity.Complete Part XVIII.
See instructions.
❑ Excepted nonfinancial start-up company.Complete Part XIX.
❑ Sponsored FFI.Complete Part IV. ❑ Excepted nonfinancial entity in liquidation or bankruptcy.
❑ Certified deemed-compliant nonregistering local bank.Complete Complete Part XX.
Part V. 0 501(c)organization.Complete Part XXI.
❑ Certified deemed-compliant FFI with only low-value accounts. 0 Nonprofit organization.Complete Part XXII.
Complete Part VI. 0 Publicly traded NFFE or NFFE affiliate of a publicly traded
❑ Certified deemed-compliant sponsored,closely held investment corporation.Complete Part XXIII.
vehicle.Complete Part VII. 0 Excepted territory NFFE.Complete Part XXIV.
❑ Certified deemed-compliant limited life debt investment entity. ✓❑Active NFFE.Complete Part XXV.
Complete Part VIII. 0 Passive NFFE.Complete Part XXVI.
❑ Certain investment entities that do not maintain financial accounts. ❑ Excepted inter-affiliate FFI.Complete Part XXVII.
Complete Part IX. ❑ Direct reporting NFFE.
❑ Owner-documented FFI.Complete Part X. ❑ Sponsored direct reporting NFFE.Complete Part XXVIII.
❑ Restricted distributor.Complete Part Xl. 0 Account that is not a financial account.
6 Permanent residence address(street,apt.or suite no.,or rural route).Do not use a P.O.box or in-care-of address(other than a registered address).
23 Shackleton Court,2 Maritime Quay
City or town,state or province.Include postal code where appropriate. Country
London E14 3QF United Kingdom
7 Mailing address(if different from above)
City or town,state or province.Include postal code where appropriate. Country
• 8 U.S.taxpayer identification number(TIN),if required 9a GIIN b Foreign TIN
UTR 62326 16655
10 Reference number(s)(see instructions)
Note:Please complete remainder of the form including signing the form in Part XXX.
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.59689N Form W-8BEN-E (Rev.7-2017)
Form W-BBEN-E(Rev.7-2017) Page 2
Part II Disregarded Entity or Branch Receiving Payment. (Complete only if a disregarded entity with a GIIN or a
branch of an FFI in a country other than the FFI's country of residence. See instructions.)
11 Chapter 4 Status(FATCA status)of disregarded entity or branch receiving payment
❑ Branch treated as nonparticipating FFI. ❑ Reporting Model 1 FFI. ❑ U.S. Branch.
❑ Participating FFI. ❑ Reporting Model 2 FFI.
12 Address of disregarded entity or branch(street,apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address(other than a
registered address).
City or town,state or province. Include postal code where appropriate.
Country
13 GIIN(if any)
Part III Claim of Tax Treaty Benefits (if applicable). (For chapter 3 purposes only.)
14 I certify that(check all that apply):
a ❑✓ The beneficial owner is a resident of England,United Kingdom within the meaning of the income tax
treaty between the United States and that country.
b ❑ The beneficial owner derives the item (or items) of income for which the treaty benefits are claimed, and, if applicable, meets the
requirements of the treaty provision dealing with limitation on benefits.The following are types of limitation on benefits provisions that may
be included in an applicable tax treaty(check only one;see instructions):
❑ Government ❑✓ Company that meets the ownership and base erosion test
❑ Tax exempt pension trust or pension fund ❑ Company that meets the derivative benefits test
❑ Other tax exempt organization ❑ Company with an item of income that meets active trade or business test
❑ Publicly traded corporation ❑ Favorable discretionary determination by the U.S.competent authority received
❑ Subsidiary of a publicly traded corporation ❑ Other(specify Article and paragraph):
c ❑ The beneficial owner is claiming treaty benefits for U.S.source dividends received from a foreign corporation or interest from a U.S.trade
or business of a foreign corporation and meets qualified resident status(see instructions).
15 Special rates and conditions(if applicable—see instructions):
The beneficial owner is claiming the provisions of Article and paragraph Article 7-Business Profits
of the treaty identified on line 14a above to claim a 0%rate of withholding on(specify type of income):Business Profits
Explain the additional conditions in the Article the beneficial owner meets to be eligible for the rate of withholding: The Company is
based in the United Kindgom.
Part IV Sponsored FFI
16 Name of sponsoring entity:
17 Check whichever box applies.
❑ I certify that the entity identified in Part I:
•Is an investment entity;
•Is not a QI,WP(except to the extent permitted in the withholding foreign partnership agreement),or WT;and
•Has agreed with the entity identified above(that is not a nonparticipating FFI)to act as the sponsoring entity for this entity.
❑ I certify that the entity identified in Part I:
•Is a controlled foreign corporation as defined in section 957(a);
•Is not a QI,WP,or WT;
•Is wholly owned,directly or indirectly,by the U.S.financial institution identified above that agrees to act as the sponsoring entity for this entity;and
• Shares a common electronic account system with the sponsoring entity (identified above)that enables the sponsoring entity to identify all
account holders and payees of the entity and to access all account and customer information maintained by the entity including, but not
limited to, customer identification information, customer documentation, account balance, and all payments made to account holders or
payees.
Form W-8BEN-E (Rev.7-2017)
•
Form W-BBEN-E(Rev.7-2017) Page 3
Part V Certified Deemed-Compliant Nonregistering Local Bank
18 0 I certify that the FFI identified in Part I:
•Operates and is licensed solely as a bank or credit union(or similar cooperative credit organization operated without profit)in Its country of
incorporation or organization;
•Engages primarily in the business of receiving deposits from and making loans to,with respect to a bank,retail customers unrelated to such
bank and,with respect to a credit union or similar cooperative credit organization,members,provided that no member has a greater than 5%
interest in such credit union or cooperative credit organization;
•Does not solicit account holders outside its country of organization;
• Has no fixed place of business outside such country(for this purpose, a fixed place of business does not include a location that is not
advertised to the public and from which the FFI performs solely administrative support functions);
•Has no more than$175 million in assets on its balance sheet and,if it is a member of ar expanded affiliated group,the group has no more
than$500 million in total assets on its consolidated or combined balance sheets;and
•Does not have any member of its expanded affiliated group that is.a foreign financial institution,other than a foreign financial institution that
is incorporated or organized in the same country as the FFI identified in Part I and that meets the requirements set forth in this part.
Part VI Certified Deemed-Compliant FF1 with Only Low-Value Accounts
19 0 I certify that the FFI Identified in Part I:
• Is not engaged primarily in the business of investing, reinvesting, or trading in securities, partnership interests, commodities, notional
principal contracts, insurance or annuity contracts, or any interest (including a futures or forward contract or option) in such security,
partnership interest,commodity,notional principal contract,insurance contract or annuity contract;
• No financial account maintained by the FFI or any member of its expanded affiliated group, if any, has a balance or value in excess of
$50,000(as determined after applying applicable account aggregation rules);and
• Neither the FFI nor the entire expanded affiliated group, if any, of the FFI, have more than $50 million in assets on its consolidated or
combined balance sheet as of the end of its most recent accounting year.
Part VII Certified Deemed-Compliant Sponsored,Closely Held Investment Vehicle c
20 Name of sponsoring entity:
21 0 I certify that the entity identified in Part I:
•Is an FFI solely because it is an investment entity described in Regulations section 1.1471-5(e)(4);
•Is not a QI,WP,or WT;
•Will have all of its due diligence,withholding,and reporting responsibilities(determined as if the FFI were a participating FFI)fulfilled by the
sponsoring entity identified on line 20;and
•20 or fewer individuals own all of the debt and equity interests in the entity(disregarding debt interests owned by U.S.financial institutions,
participating FFIs, registered deemed-compliant FFIs, and certified deemed-compliant FFIs and equity interests owned by an entity if that
entity owns 100%of the equity interests in the FFI and is itself a sponsored FFI).
Part VIII Certified Deemed-Compliant Limited Life Debt Investment Entity
22 0 I certify that the entity identified in Part I:
•Was in existence as of January 17,2013;
•Issued all classes of its debt or equity interests to investors on or before January 17,2013,pursuant to a trust indenture or similar agreement;and
•Is certified deemed-compliant because it satisfies the requirements to be treated as a limited life debt investment entity(such as the
restrictions with respect to its assets and other requirements under Regulations section 1.1471-5(f)(2)(iv)).
Part IX Certain Investment Entities that Do Not Maintain Financial Accounts
23 0 I certify that the entity identified in Part I:
•Is a financial institution solely because it is an investment entity described in Regulations section 1.1471-5(e)(4)(i)(A),and
•Does not maintain financial accounts.
Part X Owner-Documented FFI
Note:This status only applies if the U.S.financial institution,participating FFI,or reporting Model 1 FFI to which this form is given has agreed that it will
treat the FFI as an owner-documented FFI(see instructions for eligibility requirements).In addition,the FFI must make the certifications below.
24a ❑ (All owner-documented FFIs check here)I certify that the FF1 identified in Part I:
•Does not act as an intermediary;
•Does not accept deposits in the ordinary course of a banking or similar business;
•Does not hold,as a substantial portion of its business,financial assets for the account of others;
•Is not an insurance company(or the holding company of an insurance company)that issues or is obligated to make payments with respect to
a financial account;
• Is not owned by or in an expanded affiliated group with an entity that accepts deposits in the ordinary course of a banking or similar
business,holds,as a substantial portion of its business,financial assets for the account of others,or is an insurance company(or the holding
company of an insurance company)that issues or is obligated to make payments with respect to a financial account;
•Does not maintain a financial account for any nonparticipating FFI;and
• Does not have any specified U.S. persons that own an equity interest or debt interest(other than a debt interest that is not a financial
account or that has a balance or value not exceeding$50,000)in the FFI other than those identified on the FFI owner reporting statement.
Form W-8BEN-E (Rev.7-2017)
Form W-BBEN-E(Rev.7-2017) Page 4
Part X Owner-Documented FFI(continued)
Check box 24b or 24c,whichever applies.
b ❑ I certify that the FFI identified in Part I:
•Has provided,or will provide,an FFI owner reporting statement that contains:
(i) The name,address,TIN(if any),chapter 4 status,and type of documentation provided(if required)of every individual and specified
U.S.person that owns a director indirect equity interest in the owner-documented FFI(looking through all entities other than specified
U.S.persons);
(ii) The name,address,TIN Of any),and chapter 4 status of every individual and specified U.S.person that owns a debt interest in the
owner-documented FFI(including any indirect debt interest,which includes debt interests in any entity that directly or indirectly owns
the payee or any direct or indirect equity interest in a debt holder of the payee)that constitutes a financial account in excess of
$50,000(disregarding all such debt interests owned by participating FFIs,registered deemed-compliant FFIs,certified deemed-
compliant FFIs,excepted NFFEs,exempt beneficial owners,or U.S.persons other than specified U.S.persons);and
(iii) Any additional information the withholding agent requests in order to fulfill its obligations with respect to the entity.
• Has provided, or will provide, valid documentation meeting the requirements of Regulations section 1.1471-3(d)(6)(iii) for each person
identified in the FFI owner reporting statement.
c ❑ I certify that the FFI identified in Part I has provided,or will provide,an auditor's letter,signed within 4 years of the date of payment,
from an independent accounting firm or legal representative with a location in the United States stating that the firm or representative has
reviewed the FFI's documentation with respect to all of its owners and debt holders identified in Regulations section 1.1471-3(d)(6)(iv)(A)(2),
and that the FFI meets all the requirements to be an owner-documented FFI.The FFI identified in Part I has also provided,or will provide,
an FFI owner reporting statement of its owners that are specified U.S.persons and Form(s)W-9,with applicable waivers.
Check box 24d if applicable(optional,see instructions).
d ❑ I certify that the entity identified on line 1 is a trust that does not have any contingent beneficiaries or designated classes with unidentified
beneficiaries.
Part XI Restricted Distributor
25a ❑ (All restricted distributors check here)I certify that the entity identified in Part I:
•Operates as a distributor with respect to debt or equity interests of the restricted fund with respect to which this form is furnished;
•Provides investment services to at least 30 customers unrelated to each other and less than half of its customers are related to each other,
•Is required to perform AML due diligence procedures under the anti-money laundering laws of its country of organization(which is an FATF-
compliant jurisdiction);
•Operates solely in its country of incorporation or organization, has no fixed place of business outside of that country, and has the same
country of incorporation or organization as all members of its affiliated group,if any;
•Does not solicit customers outside its country of incorporation or organization;
•Has no more than$175 million in total assets under management and no more than$7 million in gross revenue on its income statement for
the most recent accounting year,
•Is not a member of an expanded affiliated group that has more than$500 million in total assets under management or more than$20 million
in gross revenue for its most recent accounting year on a combined or consolidated income statement;and
•Does not distribute any debt or securities of the restricted fund to specified U.S.persons,passive NFFEs with one or more substantial U.S.
owners,or nonparticipating FFIs.
Check box 25b or 25c,whichever applies.
I further certify that with respect to all sales of debt or equity interests in the restricted fund with respect to which this form is furnished that are made
after December 31,2011,the entity identified in Part I:
b ❑ Has been bound by a distribution agreement that contained a general prohibition on the sale of debt or securities to U.S.entities and U.S.
resident individuals and is currently bound by a distribution agreement that contains a prohibition of the sale of debt or securities to any
specified U.S.person,passive NFFE with one or more substantial U.S.owners,or nonparticipating FFI.
c ❑ Is currently bound by a distribution agreement that contains a prohibition on the sale of debt or securities to any specified U.S. person,
passive NFFE with one or more substantial U.S. owners, or nonparticipating FFI and, for all sales made prior to the time that such a
restriction was included in its distribution agreement, has reviewed all accounts related to such sales in accordance with the procedures
Identified in Regulations section 1.1471-4(c)applicable to preexisting accounts and has redeemed or retired any,or caused the restricted
fund to transfer the securities to a distributor that is a participating FFI or reporting Model 1 FFI securities which were sold to specified U.S.
persons,passive NFFEs with one or more substantial U.S.owners,or nonparticipating FFIs.
Form W-8BEN-E (Rev.7-2017)
Form W-8BEN-E(Rev.7-2017) Page 5
Part XII Nonreporting IGA FFI
26 ❑I certify that the entity identified in Part I:
•Meets the requirements to be considered a nonreporting financial institution pursuant to an applicable IGA between the United States and
. The applicable IGA is a 0 Model 1 IGA or a 0 Model 2 IGA;and
is treated as a under the provisions of the applicable IGA or Treasury regulations
(if applicable,see instructions);
•If you are a trustee documented trust or a sponsored entity,provide the name of the trustee or sponsor •
The trustee is:❑U.S. 0 Foreign
Part XIII Foreign Government,Government of a U.S. Possession, or Foreign Central Bank of Issue
27 ❑I certify that the entity identified in Part I is the beneficial owner of the payment,and is not engaged in commercial financial activities of a
type engaged in by an insurance company, custodial institution, or depository institution with respect to the payments, accounts, or
obligations for which this form is submitted(except as permitted in Regulations section 1.1471-6(h)(2)).
Part XIV International Organization
Check box 28a or 28b,whichever applies.
28a ❑I certify that the entity identified in Part I is an international organization described in section 7701(a)(18).
b ❑I certify that the entity identified in Part I:
•Is comprised primarily of foreign governments;
•Is recognized as an intergovemmental or supranational organization under a foreign law similar to the International Organizations Immunities
Act or that has in effect a headquarters agreement with a foreign government;
•The benefit of the entity's income does not inure to any private person;and
•Is the beneficial owner of the payment and is not engaged in commercial financial activities of a type engaged In by an insurance company,
custodial institution,or depository institution with respect to the payments,accounts,or obligations for which this form is submitted(except as
permitted in Regulations section 1.1471-6(h)(2)).
Part XV Exempt Retirement Plans
Check box 29a,b,c,d,e,or f,whichever applies.
29a ❑I certify that the entity identified in Part I:
•Is established in a country with which the United States has an income tax treaty in force(see Part III if claiming treaty benefits);
•Is operated principally to administer or provide pension or retirement benefits;and
•Is entitled to treaty benefits on income that the fund derives from U.S.sources(or would be entitled to benefits if it derived any such income)
as a resident of the other country which satisfies any applicable limitation on benefits requirement.
b ❑I certify that the entity identified in Part I:
• Is organized for the provision of retirement, disability, or death benefits (or any combination thereof) to beneficiaries that are former
employees of one or more employers in consideration for services rendered;
•No single beneficiary has a right to more than 5%of the FFI's assets;
• Is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the
country in which the fund is established or operated;and
() Is generally exempt from tax on investment income under the laws of the country in which it is established or operates due to its status
as a retirement or pension plan;
(ii) Receives at least 50%of its total contributions from sponsoring employers(disregarding transfers of assets from other plans described
in this part,retirement and pension accounts described in an applicable Model 1 or Model 2 IGA,other retirement funds described in
an applicable Model 1 or Model 2 IGA,or accounts described in Regulations section 1.1471-5(b)(2)(i)(A));
(ii) Either does not permit or penalizes distributions or withdrawals made before the occurrence of specified events related to retirement,
disability,or death(except rollover distributions to accounts described in Regulations section 1.1471-5(b)(2)()(A)(referring to retirement
and pension accounts),to retirement and pension accounts described in an applicable Model 1 or Model 2 IGA,or to other retirement
funds described in this part or in an applicable Model 1 or Model 2 IGA);or
(iv) Limits contributions by employees to the fund by reference to earned income of the employee or may not exceed$50,000 annually.
c ❑I certify that the entity identified in Part I:
• Is organized for the provision of retirement, disability, or death benefits (or any combination thereof) to beneficiaries that are former
employees of one or more employers in consideration for services rendered;
•Has fewer than 50 participants;
•Is sponsored by one or more employers each of which is not an investment entity or passive NFFE;
• Employee and employer contributions to the fund(disregarding transfers of assets from other plans described in this part, retirement and
pension accounts described in an applicable Model 1 or Model 2 IGA,or accounts described in Regulations section 1.1471-5(b)(2)(i)(A))are
limited by reference to earned income and compensation of the employee,respectively;
• Participants that are not residents of the country in which the fund is established or operated are not entitled to more than 20%of the fund's assets;and
• Is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the
country in which the fund is established or operates.
Form W-8BEN-E (Rev.7-2017)
Form W-8BEN-E(Rev.7-2017) Page 6
Part XV Exempt Retirement Plans(continued)
d ❑I certify that the entity identified in Part I is formed pursuant to a pension plan that would meet the requirements of section 401(a),other
than the requirement that the plan be funded by a trust created or organized in the United States.
e ❑I certify that the entity identified-In Part I is established exclusively to earn income for the benefit of one or more retirement funds
described in this part or in an applicable Model 1 or Model 2 IGA,or accounts described in Regulations section 1.1471-5(b)(2)(i)(A)(referring to
retirement and pension accounts),or retirement and pension accounts described in an applicable Model 1 or Model 2 IGA.
f ❑I certify that the entity identified in Part I:
•Is established and sponsored by a foreign government,international organization,central bank of issue,or government of a U.S.possession
(each as defined in Regulations section 1.1471-6)or an exempt beneficial owner described in an applicable Model 1 or Model 2 IGA to provide
retirement, disability, or death benefits to beneficiaries or participants that are current or former employees of the sponsor (or persons
designated by such employees);or
•Is established and sponsored by a foreign government,international organization,central bank of issue,or government of a U.S.possession
(each as defined in Regulations section 1.1471-6)or an exempt beneficial owner described In an applicable Model 1 or Model 2 IGA to provide
retirement, disability,or death benefits to beneficiaries or participants that are not current or former employees of such sponsor, but are in
consideration of personal services performed for the sponsor. -
Part XVI Entity Wholly Owned by Exempt Beneficial Owners
30 ❑ I certify that the entity identified in Part I:
•Is an FFI solely because it is an investment entity;
•Each direct holder of an equity interest in the investment entity is an exempt beneficial owner described in Regulations section 1.1471-6 or in
an applicable Model 1 or Model 2 IGA;
•Each direct holder of a debt interest in the investment entity is either a depository institution(with respect to a loan made to such entity)or an
exempt beneficial owner described in Regulations section 1.1471-6 or an applicable Model 1 or Model 2 IGA.
•Has provided an owner reporting statement that contains the name,address,TIN(if any),chapter 4 status,and a description of the type of
documentation provided to the withholding agent for every person that owns a debt interest constituting a financial account or direct equity
interest in the entity;and
•Has provided documentation establishing that every owner of the entity is an entity described in Regulations section 1.1471-6(b),(c),(d),(e),
(f)and/or(g)without regard to whether such owners are beneficial owners.
Part XVII Territory Financial Institution
31 ❑ I certify that the entity identified in Part I is a financial institution(other than an investment entity)that is incorporated or organized under
the laws of a possession of the United States.
Part XVIII Excepted Nonfinancial.Group Entity
32 ❑ I certify that the entity identified in Part I:
• Is a holding company,treasury center, or captive finance company and substantially all of the entity's activities are functions described in
Regulations section 1.1471-5(e)(5)(1)(C)through(E);
•Is a member of a nonfinancial group described in Regulations section 1.1471-5(e)(5)(i)(B);
•Is not a depository or custodial institution(other than for members of the entity's expanded affiliated group);and
•Does not function(or hold itself out)as an investment fund,such as a private equity fund,venture capital fund,leveraged buyout fund,or any
investment vehicle with an investment strategy to acquire or fund companies and then hold interests in those companies as capital assets for
investment purposes.
Part XIX Excepted Nonfinancial Start-Up Company
33 ❑ I certify that the entity identified in Part I:
•Was formed on(or,in the case of a new line of business,the date of board resolution approving the new line of business)
(date must be less than 24 months prior to date of payment);
• Is not yet operating a business and has no prior operating history or Is investing capital in assets with the intent to operate a new line of
business other than that of a financial institution or passive NFFE;
•Is investing capital Into assets with the intent to operate a business other than that of a financial institution;and
• Does not function (or hold itself out) as an investment fund, such as a private equity fund, venture capital fund, leveraged buyout fund, or any
investment vehicle whose purpose is to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes.
Part XX Excepted Nonfinancial Entity in Liquidation or Bankruptcy
34 ❑ I certify that the entity Identified in Part I:
•Filed a plan of liquidation,filed a plan of reorganization,or filed for bankruptcy on •
•During the past 5 years has not been engaged in business as a financial institution or acted as a passive NFFE;
•Is either liquidating or emerging from a reorganization or bankruptcy with the Intent to continue or recommence operations as a nonfinancial
entity;and
•Has,or will provide,documentary evidence such as a bankruptcy filing or other public documentation that supports its claim if it remains in
bankruptcy or liquidation for more than 3 years.
Form W-8BEN-E (Rev.7-2017)
Form W-8BEN-E(Rev.7-2017) Page 7
Part XXI 501(c)Organization
35 ❑ I certify that the entity Identified in Part"I is a 501(c)organization that:
•Has been issued a determination letter from the IRS that is currently in effect concluding that the payee is a section 501(c)organization that is
dated . ;or
•Has provided a copy of an opinion from U.S.counsel certifying that the payee is a section 501(c)organization(without regard to whether the
payee is a foreign private foundation)..
Part XXII Nonprofit Organization
36 ❑ I certify that the entity identified in Part I.is a nonprofit organization that meets the following requirements.
•The entity is established and maintained in its country of residence exclusively for religious,charitable,scientific,artistic,cultural or educational purposes;
•The entity is exempt from income tax in its country of residence;
•The entity has no shareholders or members who have a proprietary or beneficial interest in its income or assets;
•Neither the applicable laws of the entity's country of residence nor the entity's formation documents permit any income or assets of the entity
to be distributed to,or applied for the benefit of,a private person or noncharitable entity other than pursuant to the conduct of the entity's
charitable activities or as payment of reasonable compensation for services rendered or payment representing the fair market value of property
which the entity has purchased;and
•The applicable laws of the entity's country of residence or the entity's formation documents require that, upon the entity's liquidation or
dissolution,all of its assets be distributed to an entity that is a foreign govemment,an integral part of a foreign government,a controlled entity
of a foreign government, or another organization that is described in this part or escheats to the government of the entity's country of
residence or any political subdivision thereof.
Part XXIII Publicly Traded NFFE or NFFE Affiliate of a Publicly Traded Corporation
Check box 37a or 37b,whichever applies.
37a 0 I certify that:
•The entity identified in Part I is a foreign corporation that is not a financial institution;and
•The stock of such corporation is regularly traded on one or more established securities markets,including
(name one securities exchange upon which the stock is regularly traded).
b 0 I certify that:
•The entity identified in Part I is a foreign corporation that is not a financial institution;
•The entity identified in Part I is a member of the same expanded affiliated group as an entity the stock of which is regularly traded on an
established securities market;
•The name of the entity,the stock of which is regularly traded on an established securities market,is ;and
•The name of the securities market on which the stock is regularly traded is
Part XXIV Excepted Territory NFFE
38 0 I certify that:
•The entity identified in Part I is an entity that is organized in a possession of the United States;
•The entity identified in Part I:
(i) Does not accept deposits in the ordinary course of a banking or similar business;
(ii) Does not hold,as a substantial portion of its business,financial assets for the account of others;or
(iii) Is not an insurance company(or the holding company of an insurance company)that issues or is obligated to make payments with
respect to a financial account;and
•All of the owners of the entity identified in Part I are bona fide residents of the possession in which the NFFE is organized or incorporated.
Part XXV Active NFFE
39 ❑✓ I certify that:
•The entity identified in Part I is a foreign entity that is not a financial institution;
•Less than 50%of such entity's gross income for the preceding calendar year is passive income;and
•Less than 50%of the assets held by such entity are assets that produce or are held for the production of passive income(calculated as a
weighted average of the percentage of passive assets measured quarterly)(see instructions for the definition of passive income).
Part XXVI Passive NFFE
40a 0 I certify that the entity Identified in Part I is a foreign entity that is not a.financial institution(other than an investment entity organized in a
possession of the United States) and is not certifying its status as a publicly traded NFFE (or affiliate), excepted territory NFFE, active
NFFE,direct reporting NFFE,or sponsored direct reporting NFFE.
Check box 40b or 40c,whichever applies.
b 0 I further certify that the entity identified in Part I has no substantial U.S.owners(or,if applicable,no controlling US.persons);or
c 0 I further certify that the entity identified in Part I has provided the name,address,and TIN of each substantial U.S.owner(or,if applicable,
controlling U.S.person)of the NFFE in Part XXIX.
Form W-8BEN-E (Rev.7-2017)
Form W-8BEN-E(Rev.7-2017) Page 8
Part XXVII Excepted Inter-Affiliate FFI
41 ❑ I certify that the entity identified in Part I:
•Is a member of an expanded affiliated group;
•Does not maintain financial accounts(other than accounts maintained for members of its expanded affiliated group);
•Does not make withholdable payments to any person other than to members of its expanded affiliated group;
•Does not hold an account(other than depository accounts in the country in which the entity is operating to pay for expenses)with or receive
payments from any withholding agent other than a member of its expanded affiliated group;and
• Has not agreed to report under Regulations section 1.1471-4(d)(2)(ii)(C)or otherwise act as an agent for chapter 4 purposes on behalf of any financial
institution,including a member of its expanded affiliated group.
Part XXVIII Sponsored Direct Reporting NFFE (see instructions for when this is permitted)
42 Name of sponsoring entity:
43 ❑ I certify that the entity identified in Part I is a direct reporting NFFE that is sponsored by the entity identified on line 42.
Part XXIX Substantial U.S. Owners of Passive NFFE
As required by Part XXVI,provide the name,address,and TIN of each substantial U.S.owner of the NFFE.Please see the instructions for a definition of
substantial U.S.owner. If providing the form to an FFI treated as a reporting Model 1 FFI or reporting Model 2 FFI,an NFFE may also use this part for
reporting its controlling U.S.persons under an applicable IGA.
Name Address TIN
Part XXX Certification
Under penalties of perjury,I declare that I have examined the information on this form and to the best of my knowledge and belief it is true,correct,and complete.I further
certify under penalties of perjury that:
•The entity identified on line 1 of this form is the beneficial owner of all the income to which this form relates,is using this form to certify its status for chapter 4
purposes,or is a merchant submitting this form for purposes of section 6050W;
•The entity identified on line 1 of this form is not a U.S.person;
•The income to which this form relates is:(a)not effectively connected with the conduct of a trade or business in the United States,(b)effectively connected but is
not subject to tax under an income tax treaty,or(c)the partner's share of a partnership's effectively connected income;and
•For broker transactions or barter exchanges,the beneficial owner is an exempt foreign person as defined in the instructions.
Furthermore,I authorize this form to be provided to any withholding agent that has control,receipt,or custody of the income of which the entity on line 1 is the beneficial
owner or any withholding agent that can disburse or make payments of the income of which the entity on line 1 is the beneficial owner.
I agree that I will submit a new form within 30 days if any certification on this form becomes incorrect.
Sign Here '/ ' Ben Barker 12-20-2023
Signature of individual authorized to sign for beneficial owner Print Name Date(MM-DD-YYYY)
❑✓ I certify that I have the capacity to sign for the entity identified on line 1 of this form.
Form W-8BEN-E (Rev.7-2017)