RiskAdvisor Terms of Service Agreement Changes

Key:

  • Items Removed/Changed will be struck 
  • Items Added will be in blue and underlined. 

Last Modified: November 1July 3, 20212024

This Agreement (this “Agreement”) is a binding contract between you (“Customer,” “you,” or “your”) and RiskAdvisor (“Provider,” “we,” or “us”). This Agreement governs your access to and use of the RiskAdvisor Services.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON OR BY ACCESSING OR USING THE RISKADVISOR SERVICES (the “Effective Date”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE RISKADVISOR SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE RISKADVISOR SERVICES.

  1. Definitions.
    • Applicable Laws” means all applicable federal, state and local statutes, rules, codes and regulations, including without limitation (to the extent applicable), the Fair Credit Reporting Act (“FCRA”), the Driver’s Privacy Protection Act, 18 U.S.C.
    • 2721 et seq. (“DPPA”), and their state equivalents, including any changes, supplements or amendments to such statutes, rules, codes and regulations.
    • (a)Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the RiskAdvisor Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the RiskAdvisor Services has been purchased
    • Auto-Data Services” means auto data lookup services provided by Fenris Inc., related to drivers, vehicles, and driver’s license numbers.
    • (b)Customer Data” means, other than Aggregated and Anonymized Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the RiskAdvisor Services. Customer Data may include Personal
    • (c)Documentation” means Provider’s user manuals, handbooks, and guides relating to the RiskAdvisor Services provided by Provider to Customer either

 

electronically or in hard copy form or available on Provider’s website or otherwise made available by Provider.

  • Licensed Data” means any information, data or scores that Provider provides to Customer through the RiskAdvisor Services.
  • (d)Personal Information” means information that Customer provides or for which Customer provides access to Provider, or information which Provider creates or obtains on behalf of Customer, in accordance with this Agreement that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, financial account numbers, credit report information, biometric, and other personal identifiers), in case of both subclauses

(i) and (ii), including Sensitive Personal Information. Customer’s business contact information is not Personal Information.

  • (e)Provider IP” means the RiskAdvisor Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated and Anonymized Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the RiskAdvisor Services, but does not include Customer Data.
  • (f)RiskAdvisor Services” means the services provided by Provider under this Agreement that are detailed on Provider’s website available at https://riskadvisor.insure.https://riskadvisor.insure. For the avoidance of doubt, RiskAdvisor Services may, but do not necessarily, include Auto-Data Services and/or Third Party Products.
  • (g)Security Incident” means a “cybersecurity event” as defined under the South Carolina Insurance Data Security Act.
  • (h)Sensitive Personal Information” means “nonpublic information” as defined under the South Carolina Insurance Data Security Act.
  • (i)Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the RiskAdvisor Services.
  1. Access and Use.

 

  • Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all of the terms and conditions of this Agreement, Provider hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the RiskAdvisor Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein and in accordance with the limitations on the plan you purchase. Provider shall provide you the necessary passwords and access credentials to allow you to access the RiskAdvisor Services.
  • Authorized Users. An Authorized User is a unique individual and such individual may not share access to the RiskAdvisor Services with another individual, provided that you may reassign the right to access and use the RiskAdvisor Services to a new individual, in order to replace an Authorized User who no longer requires access to and use of the RiskAdvisor Services.
    • For all RiskAdvisor Services that do not include unlimited Authorized Users, unless otherwise specified in your plan, you purchase the right to have 3 Authorized Users. You agree that in the event your use of the RiskAdvisor Services exceeds 3 Authorized Users, you will be billed for additional RiskAdvisor Services subscriptions, provided such subscriptions are only available in increments of You will be billed for such subscriptions as are necessary to provide for all your current Authorized Users. For example, if you require 5 Authorized Users, you will be billed for a subscription providing for 6 Authorized Users.
    • Notwithstanding the foregoing, all RiskAdvisor Services purchased under the Beta Testing Plan are granted unlimited Authorized
  • Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, non-transferablelimited license for Authorized Users to access and use the Documentation during the Termterm of this Agreement solely for your internal business purposes in connection with use of the RiskAdvisor Services.

  • Use
    • (d) Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the RiskAdvisor Services or Documentation for any purposes beyond the scope of the access granted in this You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:

(i) copy, modify, or create derivative works of the RiskAdvisor Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense,

 

assign, distribute, publish, transfer, or otherwise make available the RiskAdvisor Services or Documentation except as expressly permitted under this Agreement;

(iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the RiskAdvisor Services, in whole or in part; (iv) remove any proprietary notices from the RiskAdvisor Services or Documentation; or (v) use the RiskAdvisor Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or ruleApplicable Laws.

  • You may not remove or export from the United States or allow the export or re-export of the RiskAdvisor Services, or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software included or underlying the RiskAdvisor Services and Documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software ” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. Customer represents and warrants that the Licensed Data and RiskAdvisor Services will be used only within the United States and its territories.
  • If Customer accesses the services through one or more third party service providers, Customer acknowledges and agrees that it has and will take all measures necessary to ensure that such third party servicer(s) are aware of and agree to be bound by those restrictions set forth in this Agreement.
  • Aggregated and Anonymized Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the RiskAdvisor Services and collect and compile data and information related to Customer’s use of the RiskAdvisor Services to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the RiskAdvisor Services (“Aggregated and Anonymized Statistics”). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by You acknowledge that Provider may compile Aggregated and Anonymized Statistics based on

 

Customer Data input into the RiskAdvisor Services. You agree that Provider may (i) make Aggregated and Anonymized Statistics publicly available in compliance with applicable lawApplicable Laws, and (ii) use Aggregated and Anonymized Statistics to the extent and in any manner permitted under applicable lawApplicable Laws.

  • Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
  • Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the RiskAdvisor Services if: (i) Provider reasonably determines that

(A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any other Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable lawApplicable Laws, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the RiskAdvisor Services to Customer or any other Authorized User is prohibited by applicable lawApplicable Laws; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the RiskAdvisor Services; or

(iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

  • Plans. Provider may, at any time, change the plans offered, discontinue any plans, add new plans, and/or change the fees associated with any given plan. New plans and fees will be posted on https://riskadvisor.insure/pricing. Provider may also add optional additional features to any given plan, which optional additional features may or may not require additional fees, and Provider may begin charging a fee for any previously free feature at any InIf any of the foregoing circumstances, Customerchanges affect the plan to which you subscribe, you may terminate itsyour subscription immediately upon notice to Provider.
  • Auto-Data Access and use of the Auto-Data Services is subject to the additional terms and conditions attached hereto as Schedule A. By using the Auto-Data Services, you agree to the terms and conditions in Schedule A.

 

  1. Customer Responsibilities.
    • Acceptable Use. The RiskAdvisor Services may be used solely for the purpose of procuring insurance quotes from insurance carriers, and only with the consent of the person or entity for whom the quote is obtained. The RiskAdvisor Services may not be used for unlawful, fraudulent, offensive, or obscene You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulationsApplicable Laws, and all guidelines, standards, and requirements that may be posted on https://riskadvisor.insure from time to time.
    • Account Use. You are responsible and liable for all uses of the RiskAdvisor Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the RiskAdvisor Services and shall cause Authorized Users to comply with such provisions.
    • Customer Data. You hereby grant to Provider a non-exclusive,

royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the RiskAdvisor Services to you (which, you specifically acknowledge, involves providing Customer Data to third party vendors in the insurance industry and/or insurance carriers for the purpose of receiving insurance quotes), and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated and Anonymized Statistics. You will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable lawApplicable Laws. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.

  • Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the RiskAdvisor Services You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
  • Third-Party Products. TheRiskAdvisor Services may permit access to Third-Party For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the

 

RiskAdvisor Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

  1. Service Levels and Support. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the RiskAdvisor Services available during normal business This Agreement does not entitle Customer to any support for the RiskAdvisor Services.
  2. Fees and Payment. Customer shall pay Provider the fees for Customer’s applicable plan as described on https://riskadvisor.insure/pricing (“Fees”) within thirty (30) days from the invoice date without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable lawApplicable Laws; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 5 days or more, Provider may suspend, in accordance with Section 2(f)Section 2(g), Customer’s and all other Authorized Users’ access to any portion or all of the RiskAdvisor Services until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.
  3. Confidential Information. From time to time during the Termterm of this Agreement, Provider may disclose or make available to Customer information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). The RiskAdvisor Services are Confidential Information of Provider. Confidential Information does not include information to the extent that, at the time of disclosure, it is: (a) in the public domain;

(b) already known to Customer; or (c) rightfully obtained by Customer on a non-confidential basis from a third party. Customer shall not disclose Confidential Information to any person or entity, except to Customer’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Customer’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to Customer and will expire five years thereafter; provided, however, with respect

 

to any Confidential Information that constitutes a trade secret (as determined under applicable lawApplicable Laws), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable lawApplicable Laws.

  1. Privacy Policy. Provider complies with its privacy policy available at https://app.riskadvisor.insure/privacyprivacy-policy (“Privacy Policy“), in providing the RiskAdvisor Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the RiskAdvisor Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to information in compliance with the then-current version of our Privacy Policy.
  2. Data Security.
    • Each party will at all times during the term of this Agreement: (i) maintain and enforce security procedures to ensure the confidentiality of the Customer Data and the Licensed Data and the RiskAdvisor Services; (ii) maintain an information security program aligned to a recognized industry best-practice (e.g. ISO/IEC 27001 or SOC 2) with controls to protect against accidental or malicious threats; (iii) apply reasonable controls to prevent, detect, and respond to malicious software or cyber security attacks;

(iv) maintain and communicate to all of such party’s personnel, and contractors, as appropriate, its information security and privacy program; (v) comply with any third-party security requirements imposed by Provider’s data vendors or any state

regulatory or government agencies; and (vi) use commercially reasonable efforts in the form of antivirus software protection to prevent the RiskAdvisor Services from being infected with any virus or worm.

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  • (a) Provider Obligations. Provider will:
    • comply with the terms and conditions set forth in this Agreement;
    • comply with applicable lawsApplicable Laws;
    • notify Customer of a Security Incident as soon as reasonably practicable after Provider becomes aware of it; and
    • use and disclose Personal Information in accordance with the Privacy Policy. Provider may aggregate, de-identify, or anonymize Personal Information and use such aggregated, de-identified, or anonymized data, which shall no longer be considered Personal Information for any purpose permitted under applicable lawApplicable Laws.

 

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  • (b) Customer Obligations. Customer will:
    • comply with the terms and conditions set forth in this Agreement;
    • be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information under its control or in its possession; and
    • comply with any applicable lawsApplicable Laws and regulations and use only secure methods, according to accepted industry standards, when transferring or otherwise making available Personal Information to Provider, including, without limitation, (i) ensuring that Customer has the right to disclose Personal Information for the purpose of Provider then providing such Personal Information to insurance vendors and/or carriers, and (ii) complying with any notice and opt-out requirements under applicable laws.Applicable Laws; and
    • to the extent Customer receives a request from a regulatory or governmental body requiring or requesting information regarding the Licensed Data, provide prompt notice to Provider regarding the nature of the information requested and so that Provider or its data suppliers, at each party’s sole expense, may provide relevant information or seek to make such information disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality and/or permitted uses of the Licensed Data.
  • (c) Retention, Return, and Destruction of Personal Information. Provider has no obligation to retain Customer Data whatsoever. Provider has no obligation to return any Customer Data at any time during this Agreement or after the termination or expiration of this Agreement. Provider may destroy Customer Data or Personal Information at any For so long as Provider maintains Personal Information, including, but not limited to, Personal Information stored on backup media, Provider will continue to protect such Personal Information in accordance with the terms of this Agreement until such time as it destroys such Personal Information.
  1. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the RiskAdvisor Services and Provider IP, and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the RiskAdvisor Services or Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback

 

is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

  1. Limited Warranty and Warranty Disclaimer.
    • Customer Warranty. You warrant that you have the right to provide the Customer Data and to grant the licenses granted herein to Provider with respect to the Customer Data.
    • THE RISKADVISOR SERVICES ARE PROVIDED “AS IS” AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE RISKADVISOR SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR

ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

  1. Indemnification.
    • Provider Indemnification.
      • Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”), incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the RiskAdvisor Services, or any use of the RiskAdvisor Services in accordance with this Agreement, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets, provided that Customer promptly notifies Provider in writing of the Third-Party

 

Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.

  • If such a Third-Party Claim is made or Provider anticipates such a Third-Party Claim will be made, Customer agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the RiskAdvisor Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 11(a)(ii) sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the RiskAdvisor Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.
  • This Section 11(a) will not apply to the extent that any such Third-Party Claim arises from Customer Data or Third-Party Products.
  • Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider and its officers, directors, members, managers, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights; (ii) alleging that Customer violated applicable lawApplicable Laws in providing the Customer Data to Provider, or alleging that Customer did not have consent from the applicable individual or entity to provide such party’s Personal Information to Provider; or (iii) based on Customer’s or any Authorized User’s negligence or willful misconduct or use of the RiskAdvisor Services in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own
  1. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA,

 

OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE

(12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

  1. Term and Termination.
    • Term. The term of this Agreement begins on the Effective Date and continues until terminated. RiskAdvisor Services will automatically renew on a month-to-month basis unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least 5 days prior to the expiration of the then-current services period.
    • Termination. In addition to any other express termination right set forth in this Agreement:
      • either party may terminate this Agreement, for any reason upon 5 days’ advance notice;
      • either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 5 days after the non-breaching party provides the breaching party with written notice of such breach; or
      • either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    • Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and the RiskAdvisor No

 

expiration or termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination. Unless this Agreement is terminated by Provider pursuant to Sections 13(b)(ii) or (iii), and only so long as Customer does not owe any unpaid balance to Provider, Provider will issue a pro-rata refund of any prepaid fees. For the avoidance of doubt, Provider has no obligation to return any Customer Data either during or after the term of this Agreement.

  • Survival. This Section 13(d), Sections 5, 6, 9, 10, 11, 15, 16, and 17, and Schedule A in its entirety, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.
  1. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications either through posts on https://riskadvisor.insure or by direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the RiskAdvisor Services after the effective date of the modifications will be deemed acceptance of the modified terms. Provider will provide at least 5 days’ advance notice of changes to any service level that Provider reasonably anticipates may result in a material reduction in quality or services.
  2. Export Regulation. The RiskAdvisor Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the RiskAdvisor Services or the software or technology included in the RiskAdvisor Services to, or make the RiskAdvisor Services or the software or technology included in the RiskAdvisor Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the RiskAdvisor Services or the software or technology included in the RiskAdvisor Services available outside the US.
  3. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of South Carolina without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of South Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of South Carolina in each case located in Richland County, South Carolina, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

 

  1. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to 123 Greenside Dr., Lexington, South Carolina 29072 Attention: Manager, and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the RiskAdvisor Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision

herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

 

Schedule A

 

Automotive Data Terms and Conditions

 

Customer represents, covenants, and warrants that Customer will use the Auto-Data Services only for the purpose of

(i) application pre-fill for verification by the end customer, (ii) lead or applicant scoring for pre-quote application routing based on risk tolerance categorization, (iii) market segmentation or lead evaluation other than in connection with underwriting and/or claims processing, or (iv) applicant identification/verification in compliance with the Gramm-Leach-Bliley Act and/or the DPPA ((i)-(iv) collectively, the “Intended Use”) and in accordance with all Applicable Laws. Customer further makes those additional representations and warranties set forth below regarding specific restrictions relating to the Licensed Data and/or scores provided by Provider as part of the Auto-Data Services. Customer hereby agrees to indemnify and hold harmless Provider and its data suppliers, as third party beneficiaries, against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the Intended Use or from Customer’s use of Auto-Data Services. Although Provider has no obligation to monitor Customer’s use of the Auto-Data Services, Provider may do so and may prohibit any use of the Auto-Data Services it believes may be (or alleged to be) in violation of the foregoing.

The Auto-Data Services are subject to the following additional terms and conditions, as applicable:

 


Usage of Auto Data Prefill is subject to the following additional representations and warranties:

  1. Access to Motor Vehicle Data. The DPPA as well as state law restricts the use of motor vehicle data to certain “permissible uses”.   Customer acknowledges and shall require its employees and agents to acknowledge compliance with these laws and only permit them to access motor vehicle data for the DPPA permissible purpose of insurance application underwriting. Customer represents and warrants that motor vehicle data will

not be accessed except in furtherance of and shall only be used for such permissible purpose, and that Customer is the end user of the data. Customer shall employ commercially reasonable procedures to track and monitor its agents’ and employees’ access to and use of the data and investigate any allegations of misuse of the data in full cooperation with Provider and/or its third-party provider of motor vehicle data, or at the request of a state. Customer acknowledges that in addition to other remedies of Provider, any non-compliance by Customer with the above provision shall result in Provider revoking Customer’s access to and use of motor vehicle data. Customer acknowledges that the motor vehicle data is licensed to Customer for the internal use only of its agents and underwriters and may not be reproduced, or disclosed to anyone else unless permitted by law. Motor vehicle data shall not be appended to any other data or file except in the context of a report prepared for and consistent with the approved DPPA permissible purpose for which the motor vehicle data was accessed. Customer acknowledges that all right, title and interest in and to the motor vehicle data is retained by Provider and/or its third-party provider, and Customer shall not commit or permit any act or omission that would impair such rights. For purpose of this section, Customer represents that it is a legitimate business of the type permitted by law to access the motor vehicle data and that its employees and agents shall also be subject to the terms and conditions of this Agreement.

  1. The motor vehicle data shall be as current, accurate and complete as may be achieved using the source data and compilation and data processing methods customarily employed by Provider and its suppliers in the ordinary course of business, but is not warranted as being error free. Neither Provider nor its suppliers

attempt to independently verify the completeness, accuracy or authenticity of the motor vehicle data. Accordingly, the motor vehicle data is provided on an “as is” “as available” basis. Any use or reliance upon the motor vehicle data by Customer shall be at Customer’s own risk. THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

  1. Hold Harmless. Customer shall indemnify and hold harmless Provider and its suppliers from and against any and all losses, costs, penalties, fines and claims arising out of Customer’s use of the motor vehicle data under this Agreement, including Customer’s representations and warranties regarding the use of motor vehicle data by

its agents and employees, and any access of the motor vehicle data using Customer’s credentials. This indemnification obligation and the representations and warranties made in elsewhere in this Schedule shall be deemed renewed at each subscription renewal term.

  1. Annual Compliance Provider may, in its sole discretion perform the following annual compliance check. Provider will randomly select thirty (30) transactions that have been submitted by Customer at some time during the prior year. For each of the transactions, Customer shall provide to Provider a report containing the identity

of the agent or employee, the Customer employee’s or agent’s job function, a description of the transaction for which the inquiry was made, and information to support that the vehicle data accessed through the inquiry was accessed for one of the permissible purposes authorized under this Agreement.

Usage of Drivers License Lookup is subject to the following additional representations, warranties, terms and conditions:

 

  1. Appropriate Customer shall implement appropriate procedures and safeguards to prevent the unauthorized use or release of the Licensed Data, including, but not limited to, auditing and monitoring usage of the Licensed Data, and shall issue appropriate instructions to all of its employees having access to the Licensed

Data concerning the restrictions contained herein.

  1. Eligible Users. Customer shall employ reasonable measures to assure that the Licensed Data is used solely by users allowed to receive, view, or otherwise use the Licensed Data for the Intended Use, and shall implement

reasonable mechanisms to remedy any unauthorized use of the Licensed Data.

  1. Obligation to Provide Information. From time to time, at the reasonable request of Provider, Customer agrees to provide Provider with (i) reasonably necessary information and (ii) a certification to demonstrate that

Customer is in compliance with the requirements, processes and procedures agreed to herein.

  1. Use Restrictions. Customer shall not use the Licensed Data for consumer credit purposes, consumer insurance underwriting, employment purposes, tenant screening purposes, or for any other purpose(s) covered by the federal Fair Credit Reporting Act (15 S.C. Sec. 1681 et seq.) or similar state or local statute, rules and regulations; and (b) abide by such legislation and rules and regulations as may be enacted or adopted after the date of this Agreement, by any federal, state or local government body, including without limitation, the Gramm-Leach-Bliley Act and any similar state or local statute, rules and regulations. Customer hereby certifies that the Licensed Data shall be used solely for the purpose of identity verification/resolution, including validation by a consumer. Such certification shall be deemed renewed at each renewal of the term of the

Agreement.

  1. Storage and Display of Licensed Customer shall implement its use of the Licensed Data in such a manner that the Licensed Data is not displayed or stored in memory within a web browser or browser cache, but shall only display the masked portion of the Licensed Data for verification/validation by the consumer. The Licensed

Data shall be encrypted in transit and at rest in accordance with industry accepted data encryption standards.

  1. Disclaimer of TO THE MAXIMUM EXTENT ALLOWABLE BY APPLICABLE LAW, THE LICENSED DATA IS PROVIDED ON AN “AS IS” BASIS AND PROVIDER AND ITS DATA PROVIDERS AND SUPPLIERS HEREBY DISCLAIMS ANY AND ALL OTHER PROMISES, GUARANTEES AND WARRANTIES WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING THOSE REGARDING             THE            ACCURACY, CORRECTNESS,             COMPLETENESS,    CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE LICENSED DATA. IN NO EVENT SHALL PROVIDER OR ITS DATA PROVIDERS AND SUPPLIERS BE LIABLE TO CUSTOMER OR ANY PERSON OR ENTITY CLAIMING THROUGH CUSTOMER FOR ANY LOSS OR INJURY RELATING TO, ARISING OUT OF, OR CAUSED IN WHOLE OR IN PART BY, ITS ACTS OR OMISSIONS, EVEN         IF                         NEGLIGENT,           RELATING   TO     THE ACCURACY,  CORRECTNESS,

COMPLETENESS, OR CURRENTNESS OF THE LICENSED DATA. Customer acknowledges the foregoing

 


disclaimer and that every business decision involves assumption of a risk, and that neither Provider nor its data providers and suppliers underwrites that risk in any manner whatsoever.

  1. Compliance with Applicable Data Privacy Customer shall notify Provider of any actual or suspected unauthorized use or disclosure of the Licensed Data and provide reasonable assistance to Provider in the investigation and prosecution of any such unauthorized use or disclosure. Customer agrees, at Customer’s sole cost and expense, to provide any consumer notices required by any government or regulatory agency or pursuant

to any Applicable Laws for any unauthorized use or disclosure of the Licensed Data accessed using Customer’s credentials.

 

Usage of Driver Record Insights is subject to the following additional representations and warranties:

 

  1. Limitations on To the extent Customer identifies driver activity with using the Auto-Data Services, Customer acknowledges that Provider relies upon various State/Federal or third-party provider (“State / Data Providers”) to provide violation identification services and the quality, timeliness, and population coverage of

the data and services may vary by State / Data Provider. Customer acknowledges that Provider has no control over the data provided by State / Data Providers. Customer certifies that neither Provider nor any State / Data Provider shall have liability of any kind in connection with the violation information provided by the State / Data Providers, including but not limited to any false positives or improperly updated, incomplete, or erroneous information. Customer acknowledges that violation data may not contain the same data as a current motor vehicle record, and the Auto-Data Services shall only be used as pointers of possible records. Customer certifies that (a) it will not use violation identification data to deny insurance coverage or take an adverse action against any individual; and (b) prior to making any decisions to deny insurance coverage or take an adverse action against any individual, Customer will verify the activity on violation identification data directly with a motor vehicle record. Additional restrictions may apply on a state by state basis.

  1. Both parties shall indemnify, defend and hold harmless the other party from and against any claim, suit, proceeding, damages, costs, expenses (including, without limitation, reasonable attorneys’ fees and court costs) brought by a third party against or suffered by the other party to the extent arising from the

indemnifying party’s violation of Applicable Laws or willful misconduct.

  1. Notification in Event of Breach or Misuse of Both parties will promptly (but in any event within 72 hours of any inadvertent or unauthorized release) notify the other party of any inadvertent or unauthorized release or other security breach of Personal Information contained in the Auto-Data Service and will be in

compliance with Applicable Law regarding breach notification and remediation.