Service Agreement

This Service Agreement (“Agreement”) is made and entered into as of the Effective Date, by and between Agency Compass, LLC (“Company”) and the Client — each a “Party,” and collectively the “Parties.” The capitalized terms Effective Date and Client are defined in the Agency Compass Term Sheet and Order for Services (“Order Form”), which is attached and incorporated herein.

Recitals

WHEREAS, Company is in the business of providing hosted web application solutions for the purpose of managing insurance agencies (the “Services”); WHEREAS, Client desires to engage Company for the purpose of providing the Services, and Company desires to provide the Services for Client on the terms and conditions set forth in this Agreement; and WHEREAS, Company and Client agree that this Agreement shall apply to all such future services. NOW, THEREFORE, in consideration of the foregoing and mutual covenants and agreements set forth, Company and Client hereby agree as follows:

1. Services

1.1 Included Services

Company agrees to provide Client access to Company's proprietary “Agency Management Software,” hosted by Company on Company's own servers (the “Software”), which shall include the following features (as updated by Company from time to time pursuant to Company's sole discretion):

• Reporting Dashboards
• Quote Management
• Lead Management
• Document Storage
• Email Functionality via Integration with Customer's Office 365
• Invoicing and Payments
• Premium and Commission Tracking
• Rater Integration

Client acknowledges and agrees that the Software constitutes products of Company protected under applicable law, and that all right, title, and interest in and to the Software (including any images, photographs, animations, video, audio, music, text, custom enhancements, and/or other underlying materials) and documentation, including associated intellectual property rights, are and will remain the sole and exclusive property of Company. Subject to the terms of this Agreement and payment of the applicable fees, Company grants Client a nonexclusive, nontransferable, non-sublicensable license to use the Software solely in connection with Client's business.

1.2 Additional Services

Client acknowledges that Company may provide additional add-on options/features upon request (“Additional Services”). In the event Client requires or requests Additional Services, Client shall pay for such Additional Services pursuant to the set cost(s) made known from Company to Client prior to commencement. If requested after the commencement of this Agreement, no such addition shall be made until: (i) Company's approval; (ii) Client's execution of a new Order Form; and (iii) Client's payment of invoice within thirty (30) days after receipt.

2. User Agreement

By installing, accessing, or otherwise using the Software and/or Services, Client agrees to be bound by the terms of this Agreement and to use the Software in accordance with all applicable laws and regulations. Client further agrees that by using the Software, Client shall not:

• Transfer, rent, lease or sublicense the Software to another person or company without the express written consent of Company;
• Modify, copy, reverse engineer, decompile, disassemble, rent, lease, or transfer the Software;
• Disable any licensing or control features of the Software;
• Tamper with, compromise, or attempt to circumvent any physical or electronic security or audit measures employed by Company;
• Remove any of the copyright or trademark notices from the Software; and
• Export or re-export the Software to any country, person, entity, or end-user subject to U.S. export restrictions.

The foregoing list does not constitute an exhaustive list of prohibited uses. In the event Client commits any of the foregoing, Company shall have the right to immediately terminate this Agreement upon written notice to Client.

3. Data Collection

Client shall own all rights in and to any data inputted by Client via the Software. Client acknowledges use of the internet comes with inherent risk, and that Company is not responsible or liable for any errors, omissions, delays, losses (including loss of data), and damages to software and/or hardware resulting from Client's use of the Software. Client is solely responsible for maintaining security measures for its account, installing compatible operating systems, ensuring the accuracy and security of inputted data, and implementing procedures to back up and protect data.

Client acknowledges that Company may collect anonymous usage data as a result of Client's use of the Software. All use of anonymous usage data shall be made for Company's legitimate business purposes, including improving and enhancing the Software, and in no event shall anonymous usage data be tied to Client's personally identifiable information. Company shall be the sole owner of all anonymous usage data collected.

4. Work Provisions

4.1 Independent Contractor

For all purposes hereof, Company is and shall remain an independent contractor and nothing in this Agreement shall be deemed to create an employer/employee, joint venture, or partnership relationship between Company and Client.

4.2 Non-Exclusivity

Client recognizes that Software and/or Services provided under this Agreement are provided on a non-exclusive basis. Company may perform similar services from time to time for other persons.

4.3 Ownership

Except as otherwise set forth herein, the entire right, title, and interest in and to the Software, including the software, documentation, source code, and all modifications, together with all proprietary rights, are the exclusive property of the Company.

5. Warranties and Indemnification

5.1 Software Updates

Company will use reasonable efforts to provide Client with updates to the Software from time to time, the schedule and content of which are determined pursuant to Company's sole discretion. In no event will Company be obligated to provide updates. Company reserves the right to perform maintenance and required repairs at any time.

5.2 Warranty of Services and Software

THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Notwithstanding, Company warrants the Software against Defects for a period of three (3) months from the date of Client's acceptance of the Software (the “Warranty Period”). THE PARTIES AGREE THAT NEITHER PARTY'S LIABILITY FOR DAMAGES FROM ANY CAUSE OF ACTION WHATSOEVER WILL EXCEED THE FEES PAID OR TO BE PAID BY CLIENT UNDER THIS AGREEMENT.

5.3 Client Indemnification

Client shall defend, indemnify and hold harmless Company and its directors, managers, members, officers, employees, agents, successors, and assigns from any and all Losses arising out of injury or death to persons, or damage to property, resulting from or pertaining to (i) Client's use of the Software, and/or (ii) Client's breach of the terms set forth in this Agreement.

5.4 Indemnification for Infringement Claims

Company shall defend, indemnify and hold harmless Client from any and all Losses that arise in connection with any third-party claim that the Software infringes the intellectual property or proprietary rights of a third party, subject to the limitations described in this Agreement.

6. Fees, Invoices, Payment

6.1 Fees

Client shall pay Company for use of the Software in accordance with Client's executed Order Form (the “Fees”). All fees will be paid in U.S. Dollars. Client agrees to participate in Company's monthly billing process in order to use the Software. Following the expiration of the Initial Term and/or prior to the commencement of any Renewal Term, Company may increase the Fees, providing Client with written notice at least thirty (30) days prior to the date such increase takes effect.

6.2 Invoices / Payment

Company shall invoice Client on a monthly basis for Fees. All Fees will be handled on a prepaid basis on the first of the month. If the first day of the month falls on a weekend/holiday, the charge will be processed on the next business day. Failure to make timely payments may result in the interruption of Client's use of the Software.

7. Term and Termination

7.1 Term

This Agreement shall commence on the Effective Date and remain in full force for the period stated in the Order Form (the “Initial Term”). Following the Initial Term, Client may renew on the same terms for additional periods (each a “Renewal Term”). If the Order Form indicates a “Month to Month” term, this Agreement shall automatically renew every month until terminated.

7.2 Breach

If Client fails to make a monetary payment as specified, Company may notify Client in writing and, if Client fails to cure within fifteen (15) days, Company may immediately terminate this Agreement. Either Party may terminate upon written notice if the other Party breaches and fails to cure within thirty (30) days (except for non-payment, governed separately).

7.3 Continuation

This Agreement shall remain in effect until, whichever comes first: (i) it is terminated in accordance with its terms, (ii) the Client does not use the Services for a three (3) month period, or (iii) the Parties mutually agree otherwise.

7.4 Termination; Cancellation Fee

Either Party may terminate upon thirty (30) days' written notice for Month-to-Month contracts, or ninety (90) days' written notice for non-Month-to-Month contracts. In the event Client terminates during the Initial Term for any reason unrelated to Company's uncured breach, Client agrees to pay Company liquidated damages equal to the dollar-amount per user stated in the Order Form for each month remaining in the Initial Term. Upon expiration or termination, Client shall immediately pay all amounts owed, and each Party shall cease use of and return the other Party's Confidential Information.

8. Confidentiality

8.1 Confidential Information

In connection with this Agreement, each Party may disclose, or the other Party may learn of, certain confidential proprietary information about the other Party's business (“Confidential Information”), including any personal data, technology, developments, software, methods, trade secrets, insurance carrier information, clients, and the terms of this Agreement and the Services.

8.2 Public Domain

Confidential Information does not include information that: (i) is publicly available at the time disclosed; (ii) becomes publicly available through no fault of the receiving Party; (iii) is rightfully communicated by persons not bound by confidentiality obligations; (iv) is already in the receiving Party's possession free of confidentiality obligations; (v) is independently developed without use of any Confidential Information; or (vi) is approved for release by the disclosing Party in writing.

8.3 Limitation of Disclosures

During the Term and thereafter, each Party shall maintain the Confidential Information in strict confidence and shall not disclose, publish or copy any part of it except as necessary to perform its obligations under this Agreement. Upon termination or expiration, the receiving Party shall return or certify the destruction of all Confidential Information.

9. General Provisions

9.1 Notices. All notices shall be in writing and effective on the date of mailing to the Parties at the addresses indicated. The Parties agree that email shall constitute sufficient notice under this Agreement.

9.2 Severability. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision; any invalid provision shall be deemed severed.

9.3 Waiver. The waiver of a breach or failure to exercise a right shall not constitute a waiver as to any other breach or right.

9.4 Force Majeure. Neither Party shall be responsible for any failure or delay resulting from causes outside its reasonable control, including acts of God, government action, fires, floods, epidemics, pandemics, strikes, hardware/software failure, or interruption of service.

9.5 Headings. Section headings are for convenience only and shall not be construed as part of this Agreement.

9.6 Governing Law. This Agreement shall be governed by the laws of the State of Florida. Each Party irrevocably agrees to the personal jurisdiction and venue of any court located in Broward County, Florida.

9.7 Survival. The provisions of Sections 4, 5, and 8 shall survive the expiration or termination of this Agreement, along with all other provisions intended by their terms to survive.

9.8 Entire Agreement. This Agreement supersedes all prior oral or written representations and, together with any appendices, constitutes the final and entire understanding of the Parties. Company reserves the right to amend or modify this Agreement upon written notice to Client.

9.9 Disputes. Any controversy or claim shall be settled first by negotiation between the Parties' designees, and if unresolved, via arbitration before a single, mutually agreed-upon arbitrator under the then-current rules of the American Arbitration Association. The arbitrator will have no authority to award punitive or non-compensatory damages.

9.10 Execution. This Agreement may be executed (including by facsimile or internet-based service) in counterparts, all of which taken together shall constitute one and the same instrument.

10. Additional Notice — ACORD

This product incorporates licensed copyrighted and other proprietary material of ACORD Corporation, including ACORD standardized forms. ACORD forms are licensed by ACORD, not sold.

You acknowledge and agree that you must be party to a written license agreement directly with ACORD Corporation in order to use the ACORD forms contained in this product, and represent and warrant that you will obtain such a license prior to using ACORD forms. Neither the provider of this product, nor any third party, can grant licenses to use ACORD forms. You can obtain a license agreement by contacting ACORD at +1-845-620-1700 or through www.acord.org.

ACORD forms are modified periodically to reflect changing legal, industry and other requirements. It is solely your responsibility to confirm that you are using only the most current forms that ACORD publishes. ACORD is an intended third-party beneficiary of the above provisions. The name ACORD and the ACORD logo are registered marks of ACORD Corporation.

This page reproduces Agency Compass's Service Agreement for reference within this site concept. The authoritative, executable version (with the Order Form) is maintained by Agency Compass, LLC. Questions? Contact legal.requests@agencycompass.com.