HomeMy WebLinkAboutService Line Warranties of American - Amendment #1 to Marketing Agreement - 3.16.2026AMENDMENT NUMBER ONE TO MARKETING AGREEMENT
EFFECTIVE DATE OF AMENDMENT: ICE, tt 20 2.-to
THIS AMENDMENT NUMBER ONE ("Amendment No. 1") to the MARKETING AGREEMENT dated November
28, 2023 (the "Agreement"), is entered into by and between UTILITY SERVICE PARTNERS PRIVATE LABEL,
INC. D/B/A SERVICE LINE WARRANTIES OF AMERICA ("Company"), and the CITY OF WATERLOO, IOWA
AND THE BOARD OF TRUSTEES OF THE WATERLOO WATER WORKS (herein collectively referred to as
"City"). All capitalized terms used in this Amendment No. 1 not otherwise defined herein shall have the same meanings
ascribed to them in the Agreement.
NOW THEREFORE, in consideration of the mutual covenants and promises as set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties do hereby agree that the
Agreement shall be amended as follows:
1. Section 2 of the Agreement is hereby renamed "Obligations".
2. Section 2.B of the Agreement is hereby deleted in its entirety and replaced with the following new Sections 2.B, 2.C,
2.D and 2.E:
"B. Property Owner Data. Any name, service address, postal address, and any other appropriate or
necessary data for Property Owners in City is defined as "Property Owner Data". Company may obtain
Property Owner Data from third parties for use by Company in furtherance of the advertisement, marketing
and sale of the Products and such Property Owner Data shall be and remain Company's property and
confidential information subject to Section 5 of this Agreement.
C. Member Data. A Property Owner who has purchased a Product is referred to in this Agreement as a
"Member". A Member's name, address, phone number, email address, and any other information that
Company collects from or on behalf of the Member, and any other information given by or on behalf of, or
relating to, a Member ("Member Data") is Company's property and confidential information subject to
Section 5 of this Agreement.
D. Data Processing Addendum. The Parties shall abide by all of the requirements and obligations set forth
in that certain Data Processing Addendum, which can be accessed and viewed at:
https://www.homeserve.com/sc/legal/HomeServeDataPrivacyAddendum (the "DPA"), which is
incorporated herein by reference, for purposes of compliance with all Data Protection Laws (as defined in
the DPA). In the event of any inconsistency between the provisions in this Agreement and those contained
in the DPA, the DPA shall control. As it applies to the Parties, Section 4.1 of the DPA is deleted in its
entirety and replaced with the following:
"4.1 Confidentiality. Processor shall ensure that its personnel engaged in the Processing of Controller
Personal Data are informed of the confidential nature of the Controller Personal Data, have executed written
confidentiality agreements or confidentiality provisions otherwise provided for in accordance with their
employment, and have received appropriate training regarding the Processing of Controller Personal Data."
E. Specific Member Data. During the Term, Company shall provide to City monthly, in a mutually agreed
upon format, Specific Member Data (as defined below). City shall only use Specific Member Data for the
Limited Purposes (as defined below). Both Parties shall honor any do not share requests they may have
received from a Member and/or Property Owner. Should City receive in the Specific Member Data an
indication that a Member has provided a do not share request to Company, then City shall immediately
delete that Specific Member Data and shall not use it for the Limited Purposes. City agrees and covenants
that it shall: (a) keep and maintain all Specific Member Data in strict confidence, using such degree of care
as is appropriate to avoid unauthorized access, use, or disclosure; (b) use Specific Member Data solely and
exclusively for the Limited Purposes and shall not Sell or Share (as defined in the DPA) the Specific
Member Data; and (c) not directly or indirectly disclose Specific Member Data to anyone other than its
Authorized Persons (as defined below) without express written prior consent from Company, unless and to
the extent required by all applicable laws, statutes, treaties, rules, codes, ordinances, regulations, permits,
official guidelines, judgments, orders and interpretations ("Applicable Laws"). For the avoidance of doubt,
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City shall not use Specific Member Data for its own business and/or marketing purposes. For purposes of
this Agreement the following capitalized terms shall have the meanings set forth below:
(i) "Authorized Persons" means City's employees, contractors, or agents who City determines has
a need to access Specific Member Data or confidential information for the Limited Purposes and who have
agreed to be bound in writing by confidentiality obligations sufficient to protect Specific Member Data or
confidential information.
(ii) "Limited Purposes" means City identifying which of its Property Owners are enrolled in a
Product, so that City can direct such Property Owners to Company, as applicable.
(iii) "Specific Member Data" means Member Data consisting only of Members' service address,
and the Product(s) in which such Members have enrolled."
3. The notice information for Company set forth in Section 8 of the Agreement is deleted in its entirety and replaced with
the following:
"To: Company
HomeServe USA Corp.
45 Glover Avenue, 6th Floor
Norwalk, CT 06850
Attention: Michael Backus, Chief Revenue Officer
Email: Michael.Backus@ homeserveusa.com
With a copy to:
Attention: Legal Department
Email: legal(u)homeserveusa.com"
Except as otherwise modified or amended by this Amendment No. 1, all other provisions, terms and conditions of the
Agreement remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the Parties have duly executed this Amendment No. 1 as a binding agreement as of the
Effective Date set forth above.
UTILITY SERVICE PARTNERS PRIVATE CITY OF WATERLOO
LABEL, INC. D/B/A SERVICE LINE
WARRANTIES OF AMERICA
By: By: "Le 4-i-
Name: Name: .. 44v'i
Title: Title: /*d$ /L—
BOARD OF TRUSTEES OF THE WATERLOO
WATER WORKS
By:
Name:
Title: _ ' eI1 e/o ( /1/Q/14g r /9a a/5e
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