SOFTWARE AND SERVICES LICENSE AGREEMENT

PREAMBLE

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS OF A LEGAL CONTRACT BETWEEN YOU ("CUSTOMER") AND US (Bind IQ AI, LLC) ("PROVIDER"). BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR ACCESSING THE SERVICES IN ANY MANNER, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY ALL TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.

BY CLICKING TO SET UP ACCESS TO THE SERVICES OR A DOWNLOAD, CUSTOMER REPRESENTS THAT: (1) CUSTOMER IS AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF THE ENTITY IDENTIFIED AS CUSTOMER; AND (2) CUSTOMER INTENDS TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT. THE DATE UPON WHICH CUSTOMER COMPLETES THE ACCESS SETUP PROCESS SHALL BE THE "EFFECTIVE DATE" OF THIS AGREEMENT.

DEFINITIONS

The following terms, when used in this Agreement with initial capital letters, shall have the meanings set forth below. Additional defined terms may also appear throughout this Agreement where they are first used.

"Acceptable Use Policy" or "AUP" means the policy, published at www.bindiq.ai/acceptable-use and incorporated into this Agreement by reference, that sets forth the rules and restrictions governing Customer's and its Authorized Users' permitted use of the Services, including without limitation prohibitions on illegal, abusive, or harmful uses. Provider may update the AUP or adopt by reference a different AUP from time to time upon thirty (30) days' prior written notice to Customer, provided that no such update shall materially restrict Customer's ability to use the Services for its core business purposes as contemplated by the applicable Order.

"Affiliate" means any entity that, at the time of reference, directly or indirectly: (a) owns or controls more than fifty percent (50%) of the outstanding voting shares or other equity interests of a party; (b) is owned or controlled by more than fifty percent (50%) of the outstanding voting shares or other equity interests held by a party; or (c) is under common ownership or control with a party by a third entity owning or controlling more than fifty percent (50%) of the outstanding voting shares or other equity interests of both. An entity shall be considered an Affiliate only for so long as such ownership or control relationship exists.

"Agreement" means these standard terms and conditions together with: (a) all Orders executed or accepted by the parties; (b) all Statements of Work; (c) all exhibits and schedules attached hereto or incorporated by reference; and (d) any privacy addenda, data processing agreements, or business associate agreements executed by the parties. This Agreement does not include third-party terms of service or end-user license agreements applicable to Non-Provider Products, which are solely between Customer and the applicable third-party provider.

"Applicable Privacy Laws" means any applicable law, regulation, or legislation governing the protection of personal information or personal data that applies to the processing of personal information in connection with the provision of the Services, including without limitation, where applicable: the EU General Data Protection Regulation (Regulation 2016/679) ("GDPR"); the Gramm-Leach-Bliley Act ("GLBA"); the NAIC Insurance Consumer Privacy Protection Model Law or any state law enacted pursuant thereto; and any other applicable data protection or privacy law in any jurisdiction where Customer or its authorized users are located or where Customer Data is processed, as each may be amended, superseded, or replaced from time to time.

"Authorized Users" means Customer, its Affiliates, and all of their respective employees, officers, contractors, agents, customers, and members who are: (a) authorized in writing by Customer to access and use the Services; (b) issued unique access credentials by Customer or Provider; and (c) subject to written obligations of confidentiality and use restrictions at least as protective as those set forth in this Agreement. Customer shall ensure the number of Authorized Users does not exceed the number of user seats specified in the applicable Order. Customer shall promptly revoke access credentials upon any Authorized User's departure, termination, or change in role that no longer requires access.

"Business Associate Agreement" or "BAA" means a separate written agreement, compliant with the requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations, that governs Provider's use and disclosure of any protected health information ("PHI") received from Customer. A fully executed BAA is a condition precedent to Customer's right to upload, transmit, or otherwise make available any PHI through the Services. Provider's obligation to execute a BAA is subject to Provider's reasonable determination that it qualifies as a "business associate" under HIPAA with respect to the applicable services.

"Claim" means any claim, demand, lawsuit, action, proceeding, investigation, or other legal or administrative proceeding brought or asserted by a third party against an indemnified party, including without limitation claims for intellectual property infringement, data privacy violations, breach of contract, negligence, or regulatory violations. For the avoidance of doubt, disputes between Provider and Customer directly are not "Claims" for purposes of this Agreement and are governed by the dispute resolution provisions herein.

"Cloud Infrastructure" means the servers, virtual machines, storage systems, networking equipment, and related third-party cloud platform resources (including infrastructure provided by hyperscale cloud providers such as Amazon Web Services, Microsoft Azure, or Google Cloud Platform) on which the Services are hosted and operated. Provider reserves the right to change the Hosting Environment from time to time, provided that any such change does not materially reduce the security, availability, or performance of the Services as described in the Documentation.

"Confidential Information" means any information disclosed by one party ("Discloser") to the other party ("Recipient") that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes without limitation: source code, algorithms, product roadmaps, trade secrets, financial projections, customer lists, and pricing, and any other information or data that a party discloses in tangible or electronic form and conspicuously designates as "Confidential," "Proprietary," or with other language reasonably indicating its confidential nature. Notwithstanding the foregoing, Confidential Information shall not include any information that: (a) is already in the receiving party's lawful possession free of any confidentiality obligation at the time of disclosure; (b) becomes publicly available through no act or omission of the receiving party; or (c) is independently developed by the receiving party without reference to or use of the disclosing party's Confidential Information.

"Customer Data" means all data, records, files, content, and information: (a) submitted, uploaded, or transmitted by or on behalf of Customer or its Authorized Users to or through the Services; (b) generated by Customer's use of the Services that is specific to Customer or its Authorized Users; or (c) otherwise provided by Customer to Provider in connection with this Agreement, including without limitation policyholder information, claims data, underwriting records, premium data, loss runs, and any personally identifiable information of Customer's employees, agents, policyholders, or claimants. Customer Data is owned by Customer and is separated and not visible to Provider or third parties, provided however, the Provider shall have access to crash logs, data usage statistics and information related to Data Security Incidents, and other data related to the function and operation of the Provider's system. Customer Data also expressly excludes: (i) aggregated or anonymized data from which Customer cannot reasonably be identified; and (ii) the Services themselves and any Provider intellectual property.

"Data Security Incident" means any act or attempt, successful or unsuccessful, to gain unauthorized access to, disrupt, or misuse an information system or information stored on such system, including without limitation: (a) any unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of Personal Data maintained by Provider; (b) any ransomware attack or malicious encryption of data affecting the Services or Cloud Infrastructure; (c) any insider threat resulting in actual or potential unauthorized disclosure of Customer Data; or (d) any other event that triggers Provider's breach notification obligations under applicable law. Notification obligations are triggered upon Provider's reasonable determination that a Cybersecurity Event has occurred, with notice to Customer within forty-eight (48) hours regardless of whether a full forensic investigation has been completed.

"Deliverables" means any tangible written materials, reports, documentation, configurations, customizations, integrations, or other work product specifically created by Provider for Customer pursuant to a Statement of Work, as distinguished from the Services themselves, Updates to the Services, or any pre-existing Provider intellectual property incorporated into such materials. Ownership of Deliverables is governed by the applicable Statement of Work; in the absence of an express ownership provision, Deliverables shall be owned by Customer, subject to Provider's retention of a perpetual, royalty-free license to use any underlying methodologies, tools, or pre-existing intellectual property incorporated therein.

"Delivery" or "Delivered" means the date upon which Provider makes the Services and/or Documentation available to Customer by providing Customer with access credentials, a URL, or other means of accessing such Services and/or Documentation, regardless of when Customer actually activates or begins using such Services or Documentation. For purposes of any Order renewal, Delivery of the renewed Services shall be deemed to occur automatically on the first day of the applicable renewal term without any further action by Provider.

"Documentation" means Provider's standard end-user documentation for the Services, including user manuals, technical guides, API reference materials, and release notes, made available to Customer through Provider's website, online help portal, or other means, as updated by Provider from time to time. Documentation does not include custom deliverables or materials created specifically for Customer pursuant to a Statement of Work, which are governed by the applicable Order.

"Effective Date" means the earliest of: (a) the date Customer electronically accepts this Agreement and an Order; (b) the date Customer first accesses or uses the Services; or (c) the date both parties have signed an Order referencing this Agreement. If the parties execute a written Order, the date of the last signature on such Order shall be the Effective Date for purposes of that Order.

"Evaluation Period" means a trial or evaluation period during which Customer is granted access to the Services on a limited, no-charge basis solely to evaluate the Services' suitability for Customer's operations, as specified in an applicable Order. An Evaluation Period is intended to grant a specified period of no-charge access to the Services for purposes of evaluating functionality, compatibility, and suitability for Customer's business operations. During the Evaluation Period: (a) the Services are provided "as is" with no warranties of any kind; (b) Provider has no indemnification obligations; (c) no Service Level Agreement applies; and (d) Customer shall not use the Services to process live production data or real policyholder information without Provider's prior written consent.

"Feedback" means any oral or written communication from Customer or its Authorized Users to Provider regarding the Services, including without limitation: bug reports, feature requests, usability observations, performance assessments, and recommendations for improvement. Customer hereby grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize any Feedback without restriction, without any obligation of compensation or attribution, and without acknowledgment that such Feedback originated with Customer. Nothing in this definition obligates Provider to act on any Feedback.

"Force Majeure Event" means any event beyond a party's reasonable control that: (a) could not reasonably have been foreseen at the time this Agreement was entered into; (b) cannot be avoided or overcome through the exercise of reasonable diligence; and (c) prevents or materially delays that party's performance of a specific obligation under this Agreement, including: acts of God, natural disasters, declared national emergencies, war, terrorism, government-imposed trade restrictions, pandemic, or widespread cloud provider outages. Force Majeure Events expressly exclude: (i) financial hardship; (ii) loss of customers or revenue; (iii) failure of Provider's subcontractors, unless also caused by a qualifying Force Majeure Event; and (iv) cybersecurity incidents attributable to Provider's failure to maintain industry-standard security practices.

"Founders Club" means those early users that are designated to take part in the Provider's Founders Club. Founders Club Members will receive a time limited discounted rate and other benefits at the discretion of the Provider in return for providing feedback and taking part in beta testing of new software features or modules. Founders Club Members rights and obligations shall be set forth in an Order.

"Implementation" or "Professional Services" means any implementation, configuration, customization, integration, training, data migration, or other professional services that Provider agrees to provide to Customer pursuant to a Statement of Work or Order. Professional Services are distinct from the subscription-based SaaS Services. Unless expressly stated otherwise in a Statement of Work, Deliverables produced as part of Professional Services are owned by Customer, and Provider hereby assigns all intellectual property rights in such Deliverables to Customer, subject to Provider's retention of a license to use any underlying tools, methodologies, and pre-existing intellectual property incorporated therein.

"Initial Term" means the initial paid subscription period set forth in the applicable Order, commencing on the first day following the expiration of any Evaluation or Pilot Period (or on the Effective Date if no such period applies). If no Initial Term is specified in the Order, the Initial Term shall default to twelve (12) months. Upon expiration of the Initial Term, the Agreement and all Orders shall automatically renew for successive Renewal Terms unless a party provides timely notice of non-renewal in accordance with this Agreement.

"Intellectual Property Rights" means any and all intellectual property rights existing in any jurisdiction in the world, including: (a) patents, patent applications, utility models, and invention disclosures; (b) copyrights, mask work rights, and database rights, including all registrations and applications therefor; (c) trademarks, service marks, trade names, logos, trade dress, and domain names, together with the goodwill associated therewith; (d) trade secrets and rights in confidential information; (e) moral rights; and (f) any other proprietary or intellectual property rights of any kind, including rights in and to Software, algorithms, data models, and artificial intelligence or machine learning models.

"Losses" means all actual, documented, out-of-pocket losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys' fees and court costs, that are finally awarded by a court of competent jurisdiction or agreed to in a written settlement. Losses do not include: (a) indirect, consequential, special, exemplary, or punitive damages (except to the extent actually awarded by a court and not subject to applicable exclusions; (b) internal costs such as management time or employee overhead; or (c) amounts that the claiming party failed to take reasonable steps to mitigate.

"Non-Provider Products" or "Third Party Services" means any application, platform, data source, software product, or service that: (a) is provided, operated, or controlled by a party other than Provider; (b) interoperates with, connects to, or exchanges data with the Services at Customer's election; and (c) is subject to a separate agreement between Customer and the applicable third-party provider. Provider is not responsible for the functionality, security, availability, compliance, or data handling practices of any Third-Party Service. Customer's use of Third-Party Services is entirely at Customer's own risk and expense.

"Open-Source Software" means, where applicable, any software component incorporated into or distributed with the Services that is subject to a license that: (a) requires, as a condition of use, modification, or distribution, that such software or other software combined with it be disclosed or distributed in source code form, licensed for making derivative works, or redistributed at no charge; or (b) otherwise imposes restrictions on the proprietary nature of software combined or used with it. Common Open-Source Software licenses include the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, and MIT License. Provider will, upon written request, provide Customer with a list of material Open-Source Software components incorporated into the Services.

"Order" or "Order Form" means any written or electronic ordering document, order form, or statement of work agreed to by both parties (whether by signature, electronic acceptance, or click-through) that identifies the specific Services licensed by Customer for each term, sets forth applicable fees, and incorporates this Agreement by reference. Multiple Orders may be entered into under this Agreement during its Term. In the event of any conflict between the terms of an Order and the terms of this Agreement, this Agreement shall govern unless the Order expressly states that a specific provision of this Agreement is superseded solely with respect to that Order.

"Output" means any generated content, files, text, data, reports, analyses, recommendations, or other materials (excluding the Services themselves or any portion or derivative work thereof) generated or produced by the Services as a result of Customer's inputs or use of the Services, including without limitation any content generated through artificial intelligence or machine learning features of the Services.

"Personal Data" or "Personal Information" means any information that identifies, relates to, describes, or is reasonably capable of being associated with or linked to an identified or identifiable natural person, as defined under any applicable Applicable Privacy Law. In the insurance context, Personal Data includes without limitation policyholder names and contact information, Social Security Numbers, financial account information, health information, and claims data.

"Proposals" means any proposals, assessments, comparisons, templates, recommendations, or similar informational materials provided or generated by Provider, whether prepared manually or through automated or AI-assisted means, for Customer's informational review. Proposals or informational materials: (a) are provided solely for informational and discussion purposes; (b) are not representations or warranties of any kind; (c) do not constitute legal, regulatory, actuarial, underwriting, or financial advice; and (d) should not be relied upon as a substitute for independent professional advice. Customer assumes full responsibility for independently evaluating and verifying all Informational Materials before use in any contractual, regulatory, or business context.

"Renewal Term" means each successive subscription period following the expiration of the Initial Term or a prior Renewal Term, arising from the automatic renewal provisions of this Agreement. Each Renewal Term shall be for a period equal in duration to the immediately preceding term, unless otherwise specified in the applicable Order or agreed in writing by the parties. A Renewal Term commences automatically unless either party has provided timely written notice of non-renewal in accordance with this Agreement. Fees applicable to a Renewal Term shall be Provider's then-current list pricing unless Provider has provided written notice of pricing changes at least ninety (90) days prior to the start of the Renewal Term and Customer has not provided notice of non-renewal within fifteen (15) days of receiving such pricing notice.

"Service Credit" means a credit issued by Provider to Customer, applied against the next invoice for the affected Services, equal to the percentage of Customer's monthly subscription fee for the affected Service corresponding to the uptime shortfall tier specified in the Service Level Agreement or SLA. Service Credits constitute Customer's sole and exclusive financial remedy for SLA failures and do not entitle Customer to any refund, offset against other invoices, or additional compensation. Customer must submit a written credit claim with documentation of the alleged SLA failure within thirty (30) days of the end of the month in which the failure occurred; untimely claims shall be deemed waived.

"Service Level Agreement" / "SLA" means the document, incorporated into this Agreement by reference, that sets forth: (a) Provider's uptime and availability commitments for the Services (expressed as a percentage of available time per calendar month, excluding scheduled maintenance windows); (b) Provider's target response and resolution times for support requests categorized by severity level; (c) the process by which Customer may submit service level credit claims; and (d) the Service Credits available to Customer as Customer's sole and exclusive remedy for Provider's failure to meet the applicable uptime commitment. The current SLA is available at www.bindiq.ai/sla and may be updated by Provider upon thirty (30) days' prior written notice to Customer.

"Services" means the software-as-a-service platform, applications, and related services licensed to Customer pursuant to this Agreement as specifically identified in an applicable Order, including any Implementation Services to the extent described in such Order. The specific features, functionality, and service levels applicable to the Services are described in the applicable Order and Documentation. SaaS Services include: (a) access to Provider's software application(s) in object code form; (b) standard Updates and enhancements made generally available to Provider's customers at no additional charge; (c) standard Support as described in this Agreement; and (d) the Cloud Infrastructure used to deliver the foregoing. SaaS Services do not include: (i) Implementation or Professional Services; (ii) custom development or enhancements; or (iii) third-party software or services, even if integrated with or accessible through the SaaS Services.

"Software" means all programming code (in object code form only, unless otherwise expressly agreed), modules, scripts, algorithms, data models, and compiled components written, owned, or licensed by Provider that are used to deliver the Services to Customer. Customer acknowledges that: (a) Customer will not receive or have access to the source code of the Software; (b) the Software may incorporate Open-Source Components subject to separate open-source license terms; and (c) Provider reserves the right to update, modify, or replace Software components at any time, provided that such changes do not materially reduce the functionality or security of the Services.

"Statement of Work" or "SOW" means a written document, executed by authorized representatives of both parties, that describes the scope, deliverables, timeline, and fees for specific Implementation Services or Professional Services to be provided by Provider under this Agreement. Each Statement of Work is incorporated into and governed by the terms of this Agreement. In the event of a conflict between the terms of a Statement of Work and the terms of this Agreement, this Agreement governs, except that an SOW may modify the terms of this Agreement solely with respect to the specific engagement described in that SOW if the SOW expressly identifies the provision being modified and is signed by authorized representatives of both parties.

"Subcontractor" or "Sub-Processor" means any third-party entity engaged by Provider to perform a portion of the Services or to process Customer Data on Provider's behalf, including without limitation cloud infrastructure providers, data center operators, and technical support vendors. Provider shall: (a) enter into written agreements with all Subcontractors that impose data protection and security obligations at least as protective as those Provider owes to Customer under this Agreement; (b) remain primarily liable to Customer for any acts or omissions of Subcontractors that would constitute a breach of Provider's obligations hereunder if committed by Provider directly; and (c) upon Customer's written request, provide Customer with a list of Subcontractors that have access to Customer Data.

"Support Services" means the technical support and maintenance services Provider makes available to Customer, which include: (a) access to Provider's online help portal and knowledge base; (b) email and/or telephone support during Provider's normal business hours for the submission and tracking of support requests; (c) bug fixes and error corrections included in standard Updates; and (d) responses to support tickets within the timeframes specified in the SLA. Support Services do not include: (i) training services; (ii) custom development or configuration; (iii) support for issues caused by Customer modifications or third-party software; or (iv) on-site support (unless separately agreed in writing).

"System Data" means data automatically generated by the Services in connection with Customer's use, including crash logs, error reports, system performance metrics, feature usage telemetry, and other operational data generated by the Cloud Infrastructure. System Data does not include the substantive content of Customer Data (including policyholder information, claims records, or other insurance-related records) and may be used by Provider for operating, maintaining, and improving the Services including to: (i) maintain and improve the security, availability, and performance of the Services; (ii) investigate and resolve technical incidents; and (iii) produce aggregated, de-identified analytics reports that do not identify Customer or any individual.

"Term" means the period during which this Agreement is in effect, commencing on the Effective Date and continuing until the expiration or termination of all Orders issued hereunder, unless this Agreement is earlier terminated in accordance with this Agreement. The Term includes any Pilot or Evaluation Term, Initial Term, and all Renewal Terms.

"Update" means any error correction, bug fix, patch, minor enhancement, or new version of the Services that Provider makes generally available to all customers at the same subscription tier as Customer, without additional charge, during the applicable subscription term. Updates include routine security patches and compliance-related changes required by law. Updates do not include: (a) new product lines or substantially new service offerings; (b) features or modules available only at higher subscription tiers; or (c) custom development work. Provider reserves the right to modify or discontinue any feature of the Services upon sixty (60) days' prior written notice to Customer, provided that Provider will not make changes that materially reduce the core functionality of the Services without Customer's prior written consent during a current paid term.

"Usage Data" means data and statistics collected or generated by Provider relating to Customer's use of the Services, including information about feature interactions, workflow patterns, session metrics, error frequencies, and system performance as experienced by Customer. Usage Data does not include: (a) Customer Data or any content uploaded or submitted by Customer or its Authorized Users; (b) any data that could reasonably identify Customer or any Authorized User as an individual; or (c) Customer's confidential business information. Provider may aggregate Usage Data with data from other customers to produce industry benchmarks and may publish or disclose such aggregated data provided that Customer cannot be identified from such publications.

"Use" or "Permitted Use" means Customer's and its Authorized Users' lawful access to and use of the Services and Documentation in accordance with all terms and conditions of this Agreement, the SLA, the applicable Order, and all applicable laws and regulations.

"Warranty Period" means the duration of each paid Order term during which Provider's limited service warranty is in effect. For the avoidance of doubt, no Warranty Period applies during any Founders Club or Evaluation Term, and the Warranty Period for each Order commences on the Delivery date for that Order. Customer's right to assert a warranty claim expires if Customer fails to provide Provider with written notice of the alleged warranty breach, with reasonable specificity, within thirty (30) days of Customer's discovery of the alleged non-conformance.

1. ORDERS; DELIVERY

1.1 Orders

During the Term of this Agreement, and subject to Customer's compliance with the terms and conditions hereof, including payment of applicable fees, Customer may license Services by the parties agreeing to Orders that reference this Agreement. The terms of this Agreement govern all Orders and Statements of Work and will control over any conflicting provisions in any Order or Statement of Work, unless the Order or Statement of Work clearly states the parties' intent that the conflicting provision prevail over a specific term of this Agreement solely with respect to that Order.

1.2 Delivery

All Services and Documentation licensed by Customer pursuant to this Agreement will be delivered electronically to Customer by providing Customer with access credentials or other means of accessing such Services and Documentation. Order renewals shall be deemed Delivered as of the first day of the then-current renewal term of the applicable Order. Customer acknowledges that access to the Services requires a compatible internet connection and suitable equipment, which are Customer's sole responsibility. Provider's obligation to deliver the Services is satisfied upon making access credentials available to Customer, regardless of whether Customer activates or uses such credentials.

1.3 Implementation Services

Provider will use commercially reasonable efforts to provide Customer with any Implementation Services described in an applicable Order, and Customer shall pay Provider the fees for such Implementation Services in accordance with this Agreement and the applicable Order. Where an Order includes professional or implementation services, Provider will perform such services in a professional and workmanlike manner consistent with industry standards. Customer shall provide Provider with reasonable access to Customer's systems, personnel, and facilities as reasonably required for performance of such services. Any milestones, deliverables, or acceptance criteria applicable to implementation services shall be set forth in the applicable Order or Statement of Work, and in the absence of express acceptance criteria, Customer shall be deemed to have accepted deliverables within fifteen (15) business days after delivery unless Customer provides written notice of non-conformance.

2. INTELLECTUAL PROPERTY; LICENSE; RESTRICTIONS

2.1 Pre-Existing Intellectual Property

Each party acknowledges that this Agreement does not transfer ownership of any Intellectual Property Rights. Provider retains all right, title, and interest in and to the Services, Software, Documentation, and all related intellectual property, including all improvements, modifications, and derivative works thereof, regardless of whether such improvements were developed with Customer's input or in response to Customer's feedback. Nothing in this Agreement shall be construed as transferring any ownership rights to Customer; Customer receives only the limited license rights expressly stated herein.

2.2 Provider Intellectual Property

The Services and Documentation contain proprietary and confidential information of Provider and its licensors. Customer may not copy, redistribute, or republish any portion of the Services, Documentation, or website except as expressly authorized by this Agreement. Provider shall own all right, title, and interest, including all Intellectual Property Rights, in any intellectual property created by Provider in the course of providing the Services or Support under this Agreement. Customer hereby assigns to Provider all suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer that specifically relates to the features or functionality of the Services. If Customer provides Provider with any suggestions, comments, or other feedback regarding the Services ("Feedback"), Customer hereby grants Provider a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and incorporate such Feedback into the Services and any other Provider products or services, without any obligation of compensation or attribution to Customer. Customer acknowledges that Provider is not obligated to act on any Feedback.

2.3 Customer Intellectual Property

As between the parties, Customer retains all right, title, and interest in and to Customer Data and all Output generated through Customer's use of the Services. Provider acknowledges that it has no intellectual property rights or any other claim to Customer Data or Output. Provider will cooperate with Customer to protect Customer's intellectual property rights and will promptly notify Customer upon becoming aware of any threatened or actual infringement of Customer's rights in Customer Data or Output.

2.4 License Grant by Provider

Subject to the terms of this Agreement and each applicable Order, and in consideration of Customer's timely payment of all fees, Provider grants Customer a non-exclusive, non-transferable (except as otherwise permitted herein), non-sublicensable, limited right and license, (a) during an Evaluation Term (if any), solely for internal use in a non-production test environment to evaluate the usability, functionality, and compatibility of the Services; and (b) during the applicable Order term, to access and use the Services and Application Platform solely for Customer's internal business purposes in accordance with the Documentation and the applicable Order. This license expressly excludes any right to: (a) sublicense the Services to any third party; (b) use the Services on behalf of any third party in a service bureau or outsourcing capacity; or (c) access the Services for any purpose other than Customer's own internal operations.

2.5 License Restrictions

Without the prior express written permission of Provider, may not permit any Authorized User or third party to: (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise exploit or make available the Services to any third party; (b) modify or make derivative works based on the Services; (c) reverse engineer, decompile, or disassemble the Services; (d) access the Services to build a competitive product or service or to benchmark the Services against a competitive product or service; (e) use the Services to send or store infringing, obscene, threatening, libelous, or unlawful material; (f) use the Services to send or store malicious code; (g) use the Services in violation of applicable laws or regulations, including privacy and data protection laws; or (h) use the Services in a manner that interferes with or disrupts the integrity or performance of the Services or the data contained therein. Provider reserves the right to suspend Customer's access to the Services immediately if Provider reasonably believes Customer or any Authorized User is engaging in any of the foregoing prohibited activities.

2.6 Customer Obligations

Customer shall provide accurate, current, and complete information required to enable its Authorized Users on the Cloud Infrastructure, and shall maintain the accuracy of such information throughout the term of this Agreement. Customer is solely responsible for: (a) maintaining the confidentiality of all account credentials issued to Authorized Users and for all activities occurring under those credentials; (b) ensuring that Authorized Users are aware of and comply with all applicable terms of this Agreement; (c) promptly notifying Provider in writing upon becoming aware of any actual or suspected unauthorized use of or access to the Services; and (d) ensuring that Customer's use of the Services complies with all applicable laws and regulations, including Applicable Privacy Laws. Customer acknowledges that Provider is not liable for any loss or damage arising from Customer's failure to comply with this Section.

2.7 License Grant by Customer

Customer grants Provider a limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to process Customer Data only as instructed by Customer and only to the extent necessary to provide the Services for Customer's benefit during the Term. Provider shall not process Customer Data for any other purpose, including for Provider's own product development or marketing, without Customer's prior written consent. This license terminates automatically upon expiration or termination of this Agreement.

2.8 Use of Anonymized Data

Provider may collect and analyze usage data and performance metrics relating to the operation of the Services ("Usage Data"). Usage Data does not include Customer Data. Provider may use Usage Data to operate, improve, and develop the Services, and may disclose Usage Data to third parties only in aggregated, de-identified form that does not identify Customer or any Authorized User. Provider represents and warrants that any de-identification of data will be performed using industry-standard techniques that reasonably prevent re-identification.

2.9 Third-Party Applications

The Services may allow Customer to connect or integrate with third-party applications, platforms, or services ("Third-Party Services"). Provider does not control Third-Party Services and makes no representations or warranties with respect to their functionality, security, or compliance with applicable law. Customer's use of Third-Party Services is governed solely by the terms and conditions of the applicable third-party providers. If Customer enables a Third-Party Service to access or interact with Customer Data, Customer acknowledges that Provider is not responsible and shall have no liability for how such Third-Party Service uses, stores, or transmits Customer Data. Customer assumes all risks associated with Third-Party Service integrations.

2.10 Data Isolation; Provider's Limited Access to System Data

(a) Customer Data Isolation. All Customer Data is stored in a logically isolated environment on the Cloud Infrastructure that is dedicated to Customer. Provider shall implement technical and organizational measures to ensure that Customer Data is not accessible to, viewable by, or shared with any other Provider customer, and that Provider personnel may not access Customer Data except as expressly permitted in Section 2.10(b) below. Provider shall treat Customer Data as Confidential Information subject to Section 7 of this Agreement.

(b) Provider System Data Access. Notwithstanding Section 2.10(a), Provider shall have access to the following categories of data generated in connection with Customer's use of the Services solely as necessary to operate, maintain, and improve the Services:

(i) Crash logs and error reports generated by the Services;
(ii) Aggregated and anonymized usage data, including metrics related to feature utilization, session data, and system performance; and
(iii) System-generated feedback and telemetry data automatically emitted by the Services.

Such system data shall not include the substantive content of Customer Data (including, without limitation, policyholder information, claims data, underwriting data, or any other insurance-related records). Provider shall use system data solely for operational and improvement purposes and shall not sell or disclose it to third parties except in aggregate, de-identified form as permitted by Section 2.8.

(c) Data Security Program. Provider shall maintain a documented information security program designed to: (i) protect the security and confidentiality of Customer Data; (ii) guard against anticipated threats to the security or integrity of Customer Data; (iii) prevent unauthorized access to or use of Customer Data; and (iv) ensure that all subcontractors of Provider, if any, comply with equivalent security obligations. Provider shall promptly notify Customer in writing upon becoming aware of any actual or suspected unauthorized access to Customer Data.

3. FEES; PAYMENT

3.1 Accrual of Payment Obligations

All fees for each order are due and payable in accordance with each applicable Order. Provider's right to receive payment accrues upon Delivery of the applicable Services. Except as expressly set forth in this Agreement, all fees are non-refundable, and all payment obligations are non-cancelable regardless of whether Customer uses the Services during the applicable term. Provider reserves the right to suspend access to the Services if any payment is more than fifteen (15) days past due, upon three (3) business days' written notice to Customer or terminate this Agreement and the Order pursuant to Section 8 if any payment is more than thirty (30) days past due.

3.2 Invoicing and Payment

Provider will invoice Customer in advance for all recurring fees, and in arrears (or as otherwise specified in the applicable Order) for any usage-based or variable fees. All invoices are payable within thirty (30) days of the invoice date.

3.3 Taxes

All fees are exclusive of all taxes, levies, or duties imposed by applicable taxing authorities, including without limitation sales, use, value-added, goods and services, and withholding taxes. Customer is responsible for paying all such taxes associated with its purchase of Services hereunder. If Provider is required to collect or pay any such taxes, they will be invoiced to and paid by Customer, unless Customer provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority prior to the invoice date. The parties shall cooperate in good faith to minimize tax obligations to the extent legally permissible.

4. WARRANTIES; DISCLAIMERS

4.1 Provider Service Warranty

Provider warrants that, for the duration of each paid Order term ("Warranty Period"), the Services will operate in substantial conformance with the functional specifications set forth in the applicable Documentation when used as directed. Provider does not warrant that the Services will be error-free, uninterrupted, or free from security vulnerabilities, third party services or software or that all errors will be corrected. For the avoidance of doubt, the Services are provided "as is" during any Founders Club or other Term, with no warranties of any kind. Provider's warranty obligations are limited to the express warranty set forth in this Section; no additional warranties arise from course of dealing, course of performance, or trade usage. Provider further warrants that it has full authority to enter into this Agreement and that, to Provider's knowledge as of the Effective Date, the Services do not infringe any third-party intellectual property rights. The Provider's Warranty contains the following Warranty Exclusions: (i) Customer fails to notify Provider in writing of a warranty breach during the Warranty Period; or (ii) Customer fails to implement Updates made available to Customer at no additional charge.

4.2 Warranty Remedies

If the Services fail to conform to the warranty in Section 4.1, Customer's exclusive remedies, and Provider's entire obligation, are as follows: Provider shall, at its option: (a) use commercially reasonable efforts to correct or work around the non-conformance within a commercially reasonable time; (b) replace the non-conforming Services with conforming Services of substantially similar functionality; or (c) if neither (a) nor (b) is commercially feasible within sixty (60) days of Customer's written notice of non-conformance, terminate the applicable Order and refund to Customer all prepaid, unused subscription fees for the affected Services. The remedies in this Section are Customer's sole and exclusive remedies for any breach of the Provider's warranty, and Provider's entire liability therefor.

4.3 Customer Warranties

Customer represents, warrants, and covenants that: (a) Customer has the full right, power, and authority to enter into this Agreement and to grant the rights and licenses set forth herein; (b) Customer Data, and Provider's processing of Customer Data in accordance with this Agreement, will not violate any third party's intellectual property rights, privacy rights, or any applicable law or regulation; (c) Customer will use the Services only in accordance with this Agreement, the Documentation, and all applicable laws, including without limitation all insurance regulations and privacy laws applicable to Customer's business; and (d) Customer has obtained and will maintain all consents, authorizations, and approvals required under Applicable Privacy Laws to provide Customer Data to Provider and to permit Provider's processing of Customer Data as contemplated by this Agreement.

4.4 Personal Information and Sensitive Data

Each party shall comply with all Applicable Privacy Laws in connection with its activities under this Agreement. Customer represents that any personal information included in Customer Data has been collected and may be processed by Provider in compliance with Applicable Privacy Laws. Customer shall not upload to the Services: (a) protected health information as defined under HIPAA unless a fully executed Business Associate Agreement is in place between the parties; (b) payment card data subject to PCI-DSS unless Provider has provided written confirmation of PCI-DSS compliance; (c) Social Security Numbers or government-issued identification numbers in unencrypted form; or (d) any other category of sensitive personal information for which Customer has not first obtained all legally required consents and authorizations. Customer indemnifies Provider from all claims arising from Customer's violation of this Section.

4.5 Disclaimer of Other Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" EXCEPT AS EXPRESSLY WARRANTED IN SECTION 4.1. PROVIDER EXPRESSLY DISCLAIMS, AND CUSTOMER EXPRESSLY WAIVES, ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE; AND (C) ANY WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR BE CONTINUOUSLY AVAILABLE OR ERROR-FREE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH IN THIS AGREEMENT IN DECIDING TO ENTER INTO THIS AGREEMENT. AI-GENERATED OUTPUT MAY CONTAIN ERRORS AND IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY; CUSTOMER BEARS SOLE RESPONSIBILITY FOR INDEPENDENTLY VERIFYING AND USING ANY SUCH OUTPUT. PROVIDER DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN ANY OUTPUT. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF ANY OUTPUT.

5. INDEMNIFICATION; HOLD HARMLESS

5.1 Provider Indemnification of Customer

Except with respect to Claims arising during any Evaluation Term, Provider shall: (i) defend or, at its election, settle, any third-party claim brought against Customer alleging that the Service, as delivered to Customer, infringes the copyright, trademark, or U.S. patent of such third party (each, a "Claim"); and (ii) indemnify Customer for damages and costs finally awarded against Customer in any such Claim. The foregoing obligation is Provider's sole and exclusive liability, and Customer's sole and exclusive remedy, with respect to any intellectual property infringement claim relating to the Services.

5.2 Exceptions to Provider Indemnification

Provider's indemnification obligations in Section 5.1 do not apply to the extent that a claim arises from or relates to: (a) any modification of the Services made by or at the direction of Customer or any third party other than Provider; (b) combination or integration of the Services with any Customer Data, third-party software, hardware, or services not provided or approved by Provider, where the infringement would not have arisen but for such combination; (c) Customer's use of the Services after Provider has provided Customer with non-infringing modifications or replacements; (d) use of the Services other than in accordance with the Documentation; (e) Customer Data or any Output; or (f) open-source software incorporated into the Services and separately licensed to Customer under open-source license terms. If Customer's use of the Services is enjoined or threatened to be enjoined, Provider may, at its option: (i) procure for Customer the right to continue using the Services; (ii) replace or modify the Services to make them non-infringing; or (iii) terminate the applicable license and refund prepaid, unused fees.

5.3 Customer Indemnification of Provider

Customer agrees to indemnify, defend, and hold harmless Provider, its affiliates, licensors, and each of their respective officers, directors, employees, contractors, and agents from and against any and all claims, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) Customer's breach of any representation, warranty, covenant, or obligation under this Agreement; (b) Customer's use of the Services in a manner not authorized by this Agreement or in violation of applicable law; (c) Customer Data, including any claim that Customer Data infringes or misappropriates any third-party intellectual property rights or violates any privacy or data protection law; or (d) Customer's gross negligence or willful misconduct.

5.4 Indemnification Conditions

Each party's indemnification obligations under this Section 5 are conditioned upon the indemnified party: (a) providing prompt written notice of any Claim; (b) granting the indemnifying party sole control over the defense and settlement of the Claim; and (c) cooperating fully with the indemnifying party in the defense of the Claim and following its reasonable instructions.

5.5 Mutual Hold Harmless

(a) By Provider. Provider shall hold harmless, defend, and indemnify Customer and its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (i) Provider's gross negligence or willful misconduct in the performance of its obligations under this Agreement; (ii) any unauthorized disclosure or use of Customer Data by Provider or its personnel; or (iii) Provider's material breach of its data security obligations herein.

(b) By Customer. Customer shall hold harmless, defend, and indemnify Provider and its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (i) Customer's gross negligence or willful misconduct; (ii) Customer's breach of any representation, warranty, or obligation under this Agreement; or (iii) Customer's use of the Services in violation of applicable law, including Applicable Privacy Laws.

6. LIMITATION OF LIABILITY

6.1 Exclusion of Indirect Damages

EXCEPT FOR: (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS HEREIN; (B) EITHER PARTY'S BREACH OF THIS AGREEMENT'S CONFIDENTIALITY SECTIONS; (C) CUSTOMER'S BREACH OF ITS LICENSE RESTRICTIONS HEREIN; OR (D) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT — IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 Excluded Damages

NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR: (i) PUNITIVE OR EXEMPLARY DAMAGES; (ii) LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF REVENUE, EXCEPT WITH RESPECT TO CLAIMS BASED ON CUSTOMER'S BREACH OF LICENSED RIGHTS; OR (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

6.3 Aggregate Liability Cap

(a) With respect to the Founders Club Term, Provider's aggregate liability shall not exceed the amounts actually paid by Customer to Provider during the Founders Club Term. (b) With respect to the Initial Term and any Renewal Term, except in cases of breach of Confidentiality or infringement of Intellectual Property Rights, neither party's aggregate liability shall exceed the amounts actually paid (or, in the case of Customer's liability, paid plus amounts owed but unpaid) by Customer to Provider in the twelve (12) months immediately preceding the event giving rise to the claim. (c) In cases of breach of Section 7, the aggregate liability of either party shall not exceed three times (3x) the amounts paid by Customer during the twelve (12) months preceding the claim.

7. CONFIDENTIALITY

7.1 Confidential Information

Each party (as "Recipient" with respect to the other party's Confidential Information) shall: (a) hold the Discloser's Confidential Information in strict confidence using no less than the same degree of care it uses to protect its own most sensitive confidential information, but in no event less than a commercially reasonable standard of care; (b) not disclose the Discloser's Confidential Information to any person or entity other than those who need to know such information to perform obligations or exercise rights under this Agreement and who are bound by written confidentiality obligations no less restrictive than those in this Section; and (c) use the Discloser's Confidential Information solely for the purposes of performing obligations and exercising rights under this Agreement. The obligations in this Section survive termination of this Agreement for a period of five (5) years, except that obligations with respect to trade secrets continue for as long as the information qualifies as a trade secret under applicable law.

7.2 Permitted Disclosures

Each party may share Confidential Information with its employees, directors, officers, contractors, advisors, and financing sources who have a need to know such information in connection with this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section. If a party is required to disclose Confidential Information pursuant to a valid court order, subpoena, or applicable law, it shall: (a) give the other party prompt prior written notice of the requirement (to the extent legally permissible) to allow the other party to seek a protective order or other appropriate relief; (b) disclose only the minimum amount of Confidential Information legally required; and (c) cooperate with the other party in seeking to limit or condition the required disclosure.

7.3 Injunctive Relief

Because of the unique nature of the Confidential Information, the parties acknowledge that a breach of this Section 7 may cause irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to seek equitable relief, including preliminary and permanent injunctions and specific performance, in addition to all other available remedies.

7.4 Return or Destruction of Confidential Information

Upon the expiration or termination of this Agreement for any reason, the receiving party shall promptly destroy (or, at the disclosing party's written request, return) all copies of the disclosing party's Confidential Information in its possession or under its control, and shall certify such destruction or return in writing upon request.

7.5 Insurance Regulatory Data Confidentiality

Customer Data processed through the Services may include non-public personal information subject to state insurance privacy laws, the Gramm-Leach-Bliley Act ("GLBA"), and Applicable Privacy Laws. In addition to its general confidentiality obligations, Provider shall: (a) treat all such insurance-related Customer Data as strictly confidential; (b) limit access to such data to Provider personnel and subcontractors who have a documented need to access it and are bound by written confidentiality obligations; (c) not use insurance-related Customer Data for any purpose other than providing and improving the Services; and (d) upon Customer's request, provide a written attestation of Provider's data handling practices with respect to such data. Customer acknowledges its responsibility to obtain any consents or authorizations required under Applicable Privacy Laws before providing personal information to Provider.

8. TERM AND TERMINATION

8.1 Founders Club; Evaluation Period

(a) Founders Club. If an Order specifies that a Customer shall become a member of Provider's Founders Club, it shall commence on the Effective Date and run for the period specified in the Customer's Order unless earlier terminated. Unless Customer provides written notice of termination no later than ten (10) calendar days before the end of the Founders Club Term, this Agreement shall automatically transition to an Initial Term of one (1) year. Founders Club members shall be afforded favorable pricing and other benefits to be determined at the sole discretion of the Provider and set forth in an Order prior to Customer's access to Services.

(b) Evaluation Period. A potential customer may also qualify for a temporary limited license to use the Services for a trial or evaluation period (e.g. a proof-of-concept period) ("Evaluation Period") which shall be set forth in the applicable Order. During an Evaluation Period, the Services are provided "as is" without warranty of any kind and without any obligation of indemnification by Provider. The Evaluation Period and the right of the Customer to continue to use the Services shall terminate completely at the end of the stated Evaluation Period unless Customer delivers written notice of its desire to transition to an Initial Term at least ten (10) business days prior to the end of the Evaluation Period.

8.2 Term of Agreement

(a) Initial Term. The Initial Term of this Agreement shall commence on the Effective Date and continue for the time period specified in that Order, unless earlier terminated as provided herein. Unless otherwise set forth in an Order, each Order will renew automatically for additional periods equal to the initial Order term unless either party provides the other with written notice of non-renewal no fewer than sixty (60) days before the expiration of the then-current Order term. If Customer does not provide notice of non-renewal within fifteen (15) days of receiving such pricing notice, Customer shall be deemed to have accepted the new pricing for the renewal term.

(b) Annual Renewal Notice. Not less than ninety (90) days before each Non-Renewal Notice Deadline, Provider shall provide Customer with written notice stating: (i) the upcoming renewal date; (ii) the Non-Renewal Notice Deadline; (iii) the fees including any increase that will apply in the upcoming Renewal Term; and (iv) the method by which Customer may deliver non-renewal notice. If Provider fails to provide this notice, the Non-Renewal Notice Deadline for that renewal shall be extended by thirty (30) days. For the avoidance of doubt, price increases at renewal shall not constitute a material breach of this Agreement.

(c) Early Termination Fee. If Customer terminates an Order early for any reason or if Provider terminates an Order for non-payment, then [ seventy(70) percent] of all fees remaining for the balance of the then-current term shall be accelerated by the Provider and become immediately due and payable as a liquidated sum. For purposes of clarification should any Customer undergo dissolution, the early termination fee shall also be applicable.

8.3 Termination for Cause

(a) Material Breach other than Non-Payment. Either party may terminate this Agreement or any Order upon thirty (30) days' written notice to the other party if the other party commits a material breach of this Agreement other than non-payment by Customer and fails to cure such breach following notice within a thirty (30) day cure period.

(b) Non-Payment by Customer. Provider may immediately suspend Customer's access to the Services (without terminating this Agreement) if: (a) Customer's account is more than fifteen (15) days past due; (b) Provider reasonably determines that Customer's use of the Services poses a security threat to the Services or other customers' data; or (c) Provider is required to do so by applicable law or regulation. Provider will promptly notify Customer of any suspension and will restore access promptly upon cure of the applicable condition. Provider may immediately terminate a Customer's Order and access to the Services if a Customer's account is more than thirty (30) days past due.

8.4 Effect of Termination

Upon termination or expiration of this Agreement: (i) Provider's obligation to provide the Services shall immediately cease; (ii) all licenses granted by Provider hereunder shall immediately terminate; and (iii) all outstanding fees and other amounts owed by Customer for Services previously provided shall become immediately due and payable.

8.5 Data Return and Deletion Upon Termination

(a) General. Upon expiration or termination of this Agreement, Provider shall, within thirty (30) days of the effective date of termination: (a) make available to Customer (in a machine-readable format reasonably designated by Customer) all Customer Data then maintained by Provider; and (b) thereafter permanently delete all copies of Customer Data from the Cloud Infrastructure and any Provider backup systems, except to the extent retention is required by applicable law or regulation. Provider shall provide Customer with written certification of such deletion upon request. Provider shall have no liability for Customer Data that Customer fails to retrieve within the thirty (30) day retrieval window.

(b) Extended Data Hold — Insurance Regulatory Proceedings. If at the time of termination or expiration Customer is subject to an active insurance regulatory examination, a state-supervised liquidation or rehabilitation proceeding, or a pending claims run-off, Customer may request in writing a data hold extension of up to ninety (90) additional days beyond the standard data return period. Provider shall grant such extension upon receipt of written documentation of the regulatory proceeding. Standard hosting fees at Provider's then-current rates shall apply during any such extension.

9. COMPLIANCE

Each party shall comply with all applicable export and import control laws and regulations in connection with its activities under this Agreement, including without limitation the U.S. Export Administration Regulations (EAR) and any applicable trade sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC). Customer represents and warrants that: (a) Customer is not located in, or a national or resident of, any country subject to U.S. economic sanctions or embargoes; (b) Customer is not identified on any U.S. government list of prohibited or restricted parties; and (c) Customer will not export, re-export, or transfer, directly or indirectly, any technical data acquired from Provider or any product utilizing such data in violation of any applicable export law or regulation.

10. PRIVACY AND DATA PROTECTION

10.1 General

Each party shall comply with all Applicable Privacy Laws in performing its obligations under this Agreement. Provider agrees to process Customer Data solely as a service provider (or processor, as applicable) acting on Customer's behalf and instructions. Provider shall not: (a) sell Customer Data or any personal information contained therein; (b) retain, use, or disclose Customer Data for any purpose other than performing the Services; (c) combine Customer Data with personal information collected from sources other than Customer, except as expressly permitted by applicable law. Upon Customer's reasonable written request, Provider shall provide Customer with sufficient information to demonstrate Provider's compliance with its obligations under this Section and any applicable data processing addendum. The parties shall execute any data processing agreement, business associate agreement (if required under HIPAA), or other regulatory addendum required by applicable law before Customer provides any regulated personal data to Provider.

10.2 Insurance Industry Regulatory Compliance

(a) NAIC Compliance. To the extent that Customer is subject to state insurance regulations or NAIC model laws, Provider agrees to reasonably cooperate with Customer in supporting Customer's compliance obligations, including by providing documentation of Provider's data security and privacy practices upon reasonable written request.

(b) Regulatory Examinations. In the event that Customer is subject to a regulatory examination, audit, or inquiry by a state insurance department or other regulatory authority that requires review of Provider's services or data handling practices, Provider shall provide reasonable cooperation and access to relevant records, subject to applicable confidentiality obligations.

(c) Gramm-Leach-Bliley Act. To the extent the Services involve the processing of non-public personal financial information subject to the GLBA, Provider shall implement and maintain appropriate safeguards as required by the GLBA Safeguards Rule, including maintaining a written information security program meeting current regulatory standards.

10.3 Insurance Requirements

During the term of this Agreement, Provider shall maintain, at its own expense, at least the following insurance coverages with insurers rated A- or better by A.M. Best:

(i) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate;
(ii) Technology Errors and Omissions / Cyber Liability insurance with limits of not less than $2,000,000 per claim, covering claims arising from security breaches, data loss, system failures, and privacy violations;
(iii) Workers' Compensation insurance as required by applicable law; and
(iv) Such other insurance as is customary for companies providing services of the type contemplated by this Agreement.

Provider shall provide Customer with certificates of insurance evidencing the above coverages upon request. Nothing in this Section shall limit Provider's liability under this Agreement to the amounts of any insurance coverage.

11. GENERAL PROVISIONS

11.1 No Waiver

No waiver of any provision of this Agreement shall be effective unless made in writing and signed by a duly authorized representative of the waiving party. No waiver of any breach or default shall be construed as a waiver of any subsequent breach or default of the same or any other provision. The rights and remedies of the parties are cumulative and not exclusive of any other rights or remedies that may be available at law or equity. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

11.2 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered: (a) when personally delivered; (b) one (1) business day after deposit with a recognized overnight courier with tracking confirmation; (c) three (3) business days after mailing by first-class certified or registered mail, return receipt requested, postage prepaid; or (d) on the business day sent by email if sent before 5:00 p.m. local time at the recipient's location with no error message received, provided a copy is sent concurrently by one of the other methods above. Notices shall be addressed to the persons and addresses set forth in the applicable Order, or to such other persons or addresses as a party may designate by notice given in accordance with this Section.

11.3 Severability

If any provision of this Agreement is found to be unenforceable or invalid under applicable law, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable. The parties agree to negotiate in good faith a replacement provision that is valid, enforceable, and as consistent as possible with the economic intent and effect of the original provision. If the parties cannot agree on a replacement within thirty (30) days, the provision shall be deemed severed and the remaining provisions shall continue in full effect.

11.4 Assignment

Customer shall not assign, transfer, or sublicense this Agreement or any of its rights or obligations hereunder without the prior written consent of Provider which consent shall not be unreasonably withheld or delayed in connection with a merger, acquisition, or sale of all or substantially all of Customer's assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties' respective successors and permitted assigns.

11.5 Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia, without giving effect to any conflict of law provisions. Each party irrevocably: (a) submits to the exclusive personal jurisdiction and venue of the state and federal courts located in Morgan County, West Virginia for resolution of any dispute arising out of or relating to this Agreement; (b) waives any objection it may have at any time to the laying of venue in those courts; and (c) waives any claim that such courts are an inconvenient forum. Service of process in any action or proceeding in connection with this Agreement may be made in any manner permitted by applicable law.

11.6 Dispute Resolution

Prior to initiating any legal action (other than seeking emergency equitable relief), the parties agree to attempt to resolve any dispute arising under this Agreement through good-faith negotiation between senior representatives of each party for a period of thirty (30) days following written notice of the dispute. If the dispute is not resolved within such period, the parties agree to submit the dispute to non-binding mediation before a mutually agreed-upon mediator prior to commencing litigation. The costs of mediation shall be shared equally by the parties.

11.7 Attorneys' Fees

In any legal action or proceeding brought to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs, in addition to any other relief to which it may be entitled.

11.8 Independent Contractors

The parties are and shall remain independent contractors with respect to all matters arising under this Agreement. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has the authority to bind the other, to incur any obligation on the other's behalf, or to represent to any third party that it has such authority. Each party is solely responsible for its own employees, contractors, and agents, and for all applicable employment taxes, workers' compensation, unemployment insurance, and similar obligations.

11.9 Amendments

This Agreement may be amended only by a written instrument that expressly identifies this Agreement and the provisions being amended and is signed by authorized representatives of both parties. Provider reserves the right to update or modify this Agreement from time to time by providing Customer with at least thirty (30) days' prior written notice of material changes; provided, however, that no such unilateral modification shall be effective with respect to any then-current Order term without Customer's written consent. Customer's continued use of the Services after the effective date of any amendment (other than during a current Order term) constitutes Customer's acceptance of such amendment.

11.10 Business Continuity and Disaster Recovery

Provider shall maintain documented business continuity and disaster recovery plans reasonably designed to ensure the continued availability of the Services in the event of a disruption. Provider shall test such plans no less than annually and shall make a summary of such plans available to Customer upon written request. In the event of a disruption materially affecting Customer's access to the Services, Provider shall promptly notify Customer and provide regular status updates until the Services are restored.

11.11 Force Majeure

Neither party shall be in breach of this Agreement, or liable to the other party, for any failure or delay in performance caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, governmental actions, or widespread internet outages (each, a "Force Majeure Event"). The affected party shall provide prompt written notice to the other party describing the Force Majeure Event and shall use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event prevents Provider from providing the Services for more than thirty (30) consecutive days, Customer may terminate the applicable Order without penalty upon written notice.

12. PUBLICITY

Provider may use Customer's name and logo solely to identify Customer as a user of the Services on Provider's website, customer lists, and in marketing materials, subject to any trademark usage guidelines provided by Customer. Customer may revoke this permission at any time upon written notice to Provider. Except as set forth in the preceding sentence, neither party shall make any press release, public announcement, or other public statement regarding the existence or terms of this Agreement without the other party's prior written approval, which shall not be unreasonably withheld. The specific financial terms of this Agreement are confidential and shall not be disclosed by either party to any third party without the prior written consent of the other party, except as required by law or regulation or as necessary to enforce this Agreement.

13. ENTIRE AGREEMENT

This Agreement, together with all Orders, Statements of Work, and exhibits attached hereto or incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and representations, whether written or oral, relating to the subject matter of this Agreement. Any terms and conditions included in or referenced by Customer's purchase orders or other procurement documents are hereby rejected and shall be of no force or effect, even if Provider processes or acknowledges such purchase orders. In the event of a conflict between the terms of this Agreement and any Order, the terms of the Order shall prevail solely with respect to the specific subject matter of that Order.