Software License and Subscription Agreement

(a) "Authorized User" means an employee, contractor or other individual or entity associated with Customer who Customer permits to access and use the Software and/or Documentation pursuant to the license granted to Customer in connection with this Agreement.

(b) "Confidential Information" shall have the meanings ascribed in Section 6 below.

(c) "Customer Data" means any and all physical or electronic data, information or any other content, in any form, de-identified or otherwise, provided, transmitted or otherwise made available by or on behalf of Customer or any Authorized Users to Quotamation for use in connection with the Software and the related Support Services provided by Quotamation.

(d) "Data" means all Customer data, information, and any other content in any form or medium provided, transmitted, uploaded to or otherwise made available by or on behalf of Customer or any Authorized Users to Quotamation through the utilization of the Software or otherwise shared with Quotamation.

(e) "Documentation" means Quotamation's proprietary user manuals, handbooks, and installation guides relating to the Software provided or otherwise generally made available by Quotamation to Customer, either electronically or in hard copy form/end user Documentation, relating to the Software available at the Website.

(f) "Force Majeure Event" has the meaning ascribed in Section 14(d) below.

(g) "Intellectual Property" means all algorithms, application programming interfaces (APIs), apparatus, concepts, Confidential Information, Data, databases and Data collections, deliverables, designs, diagrams, Documentation, drawings, flow charts, formulae, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos and slogans), methods, models, procedures, processes, schematics, Software, Software code (in any form including source code and executable or object code), specifications, subroutines, techniques, tools, uniform resource identifiers, user interfaces, works of authorship, and other forms of technology. For the avoidance of doubt, Intellectual Property shall not include any Customer Data.

(h) "Intellectual Property Rights" means all past, present, and future rights of the following types, which may exist or be created under the Laws of any jurisdiction in the world: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patent and industrial property rights; (v) other proprietary rights in Intellectual Property of every kind and nature; and (vi) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (i) through (vi) of this sentence.

(i) "Laws" means all federal, state, local or municipal laws, rules, regulations, statutes, codes, ordinances, constitutions, principles of common law, judgments, decrees, orders, injunctions or any other restriction of any governing authority applicable to this Agreement and the Software described hereunder.

(j) "Permitted Downtime" shall have the meanings ascribed in Section 8(a) below.

(k) "Software" means the proprietary product described in Exhibit A in object code format, including any Updates provided to Customer pursuant to this Agreement.

(l) "Support Services" means the provision of access to and the use of the Software and the hosting, operation, support, and maintenance thereof by Quotamation as described in Exhibit B.

(m) "Term" shall have the meaning ascribed in Section 11 below.

(n) "Updates" means any updates, bug fixes, patches, error corrections or other modifications or changes to the Software and the Documentation that Quotamation generally makes available free of charge to all Customers.

(o) "Website" shall mean the internet website operated by Provider and currently located at quotamation.com, as such website may be updated or modified from time to time.

(a) License Grant. Subject to and conditioned on Customer's payment of the Subscription Fees and compliance with the terms and conditions of this Agreement, Quotamation hereby grants Customer a non-exclusive, non-sublicensable, revocable, and non-transferable, except as otherwise outlined in this Agreement, license during the Term to: (i) use the Software solely for Customer's internal business purposes up to the number of Authorized Users set forth in Exhibit A; and (ii) use and make a reasonable number of copies of the Documentation solely for Customer's internal business purposes in connection with Customer's use of the Software. The total number of Authorized Users will not exceed the number set forth in Exhibit A or otherwise authorized by Quotamation in connection with this Agreement, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Subscription Fee payable hereunder. For the avoidance of doubt, as between the Parties, all right, title and interest in and to the Customer Data shall remain solely and exclusively with Customer, and nothing in this Agreement shall be deemed to grant Quotamation any ownership rights in or to the Customer Data.

(b) Use Restrictions; Suspension. Customer shall not use the Software or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Customer shall not at any time, directly or indirectly: (i) copy, modify, improve, develop, upgrade, downgrade, or create derivative works of the Software or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (iv) remove any proprietary notices from the Software or the Documentation; or (v) use the Software 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. Quotamation reserves the right to temporarily suspend Customer's access to the Software if Quotamation, in its sole discretion, reasonably believes in good faith that such suspension is necessary in order to: (A) prevent imminent or material risk to the security or privacy of Customer's account; (B) prevent imminent or material threat to the security or integrity of Quotamation's network or the Software; or (C) protect the rights, property, or safety of Quotamation, its users or the public, or such action is required by Law; provided that Quotamation (1) provides Customer with as much notice as reasonably practicable; (2) uses reasonable commercial efforts to minimize the period of time of the suspension; and (3) keeps Customer notified as to the status of the suspension and promptly notifies Customer when the access is reinstated.

(c) Reservation of Rights. Quotamation 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 related to (including any license under) the Software or the Documentation. All such Intellectual Property Rights are and will remain with Quotamation and its respective holders of the Intellectual Property Rights hereunder.

(d) Audit Rights. During the Term and for one (1) year thereafter, Quotamation may, at its own expense, audit Customer's use of the Software to verify Customer's compliance with this Agreement. Any such audit shall be conducted no more than once per year, upon at least ten (10) days' prior written notice, and in a manner that does not unreasonably interfere with Customer's business operations. If an audit reveals any underpayment of Subscription Fees by Customer, such underpaid Subscription Fees shall be due within thirty (30) days of Quotamation's written notice provided to Customer. If an underpayment exceeds five percent (5%) of the Subscription Fees actually paid for the relevant period, Customer shall bear the reasonable costs of the audit. In addition, upon Quotamation's request no more than once per year, Customer shall provide a written certificate confirming Customer's compliance with the terms of this Agreement relating to its use of the Software.

(a) Access. Subject to and conditioned on Customer's payment of the Subscription Fees and its compliance with the terms and conditions of this Agreement, during the Term (as defined in Section 11), Quotamation shall provide access to the Software through standard, commercially available browsers, which shall include (unless prohibited by applicable Law) Internet Explorer, Google Chrome, and Firefox. Customer shall be responsible for providing its own internet access to utilize the Software.

(b) Updates. Quotamation reserves the right, in its sole discretion, to make any Updates and corrections to the Software and the Documentation, to the extent available, that Quotamation deems: (i) necessary to comply with applicable Laws; and (ii) necessary or useful to maintain or enhance the quality of the Software and the related Documentation, or the cost efficiency of performance. Quotamation will provide Customer with thirty (30) days prior written notice prior to implementing any substantive Updates to the Software, and such Updates will not reduce or materially diminish the functionality of the Software.

(c) Support. Quotamation shall provide Customer with the Support Services described in Exhibit B for the duration of Customer's continued monthly subscription to the Software. Such support and maintenance will be remote support (from Quotamation's facilities) unless otherwise agreed by the Parties, and may be in the form of phone, email, online chat, or other remote support technology. Quotamation shall provide initial training to Customer regarding the use of the Software, and all other training reasonably requested by Customer throughout Customer's continued monthly subscription to the Software. Quotamation may not subcontract, delegate, or otherwise arrange for the performance of any obligations and/or any part of the Support Services hereunder unless expressly disclosed to, and approved in writing by Customer.

Customer is responsible for all activity occurring under user accounts of Authorized Users, Customer's employees and other individuals associated with Customer in any way which have been granted access to use the Software, and shall abide by all Laws applicable to Customer as a recipient of the Software, including the Laws and regulations related to insurance licensure, data privacy, communications, and the transmission of technical or personal data. Customer, the Authorized Users and all other individuals employed by or associated with Customer in any way which have been granted access to use the Software must have unique password and login credentials. Customer will apply good-faith efforts and implement reasonable policies to strictly monitor its use of the Software to: (a) securely administer the distribution and use of all login and access credentials and prevent unauthorized use of the Software outside the scope of employment for or authorization by Customer; and (b) control the content and use of all Customer Data. If such unauthorized use by Customer's employees or Authorized Users is identified by Customer, then Customer will employ good faith efforts to promptly stop such unauthorized use and will report each instance of unauthorized use to Quotamation promptly.

(a) Subscription Fees. In consideration for the use of the Software and related Support Services provided by Quotamation, Customer shall pay to Quotamation a monthly subscription fee as set forth in Exhibit A (the "Subscription Fee"). Quotamation shall provide monthly invoices at the end of each applicable month to Customer, detailing the Subscription Fee and any applicable charges. Customer shall remit payment of the Subscription Fee to Quotamation within five (5) days after the date of the Quotamation invoice; provided, however, that Customer will be required to pay the first Subscription Fee upon the Effective Date of this Agreement. All payment obligations shall be non-cancellable, and all amounts paid are non-refundable. In the event of non-payment of the Subscription Fee, Quotamation may terminate Customer's access to the Software as set forth in Section 11(b).

(b) Billing Information. Customer agrees to provide Quotamation with complete and accurate billing and contact information. This information includes Customer's legal name, street address, email address, name and telephone number of an authorized billing contact, and relevant bank account information. Customer agrees to update this information within fourteen (14) days of any change to such billing and contact information.

(c) Modification of Subscription Fee. Quotamation reserves the right to modify the Subscription Fee and shall provide thirty (30) days prior written notice to Customer in advance of any such change.

(d) Taxes. All Subscription Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. 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 Quotamation's income.

(a) Confidential Information. In connection with this Agreement, each Party (the "Disclosing Party") may disclose or make available, directly or indirectly, Confidential Information to the other Party (the "Receiving Party"), to the limited extent required under this Agreement. Subject to this Section 6, Confidential Information means any and all information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as "confidential." Without limiting the foregoing the Software and Documentation are the Confidential Information of Quotamation and the financial terms of this Agreement are the Confidential Information of Quotamation. For the avoidance of doubt, Confidential Information does not include Customer Data, which shall be Customer's Confidential Information, or any information that, at the time of disclosure is: (i) in the public domain; (ii) known to the Receiving Party at the time of disclosure; (iii) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the Receiving Party.

(b) Permitted Exceptions. In connection with this Agreement, the Disclosing Party may disclose or make available, directly or indirectly, Confidential Information to the Receiving Party, to the limited extent required (i) in order to comply with applicable Law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable Law), 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 Law.

(c) Permitted Use of Confidential Information. The Parties agree that Quotamation may add the Customer Data to its proprietary, cloud-based software-as-a-service platform; provided, that Customer has de-identified the Customer Data to remove any identifiers prior to providing such Confidential Information to Quotamation for its use in connection with the Software and the Support Services hereunder.

(a) Ownership of Quotamation Intellectual Property. Customer acknowledges and agrees that, as between Customer and Quotamation, Quotamation solely and exclusively owns all right, title, and interest in and to the Software, the Documentation and the Intellectual Property, including, without limitation, any and all goodwill related thereto or resulting therefrom. Customer shall not contest, either directly or indirectly, Quotamation's sole and exclusive rights, including ownership rights, in and to the Software and Intellectual Property. Furthermore, Customer shall not challenge Quotamation's title to the Software or otherwise do or cause to be done anything that contradicts with such sole and exclusive Intellectual Property Rights of Quotamation. Except as expressly provided herein, nothing in this Agreement shall be deemed to confer upon Customer any right, title, or interest whatsoever in any of the Software or Intellectual Property.

(b) Feedback. If Customer or any of its employees or independent contractors sends or transmits any communications or materials to Quotamation by mail, email, telephone, or otherwise, suggesting or recommending changes to the Software or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (the "Feedback"), Quotamation is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Quotamation on Customer's behalf, and on behalf of its employees, independent contractors, and agents, all right, title, and interest in, and Quotamation is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Quotamation is not required to use any Feedback.

(c) Use of Customer's Branding, Confidential Information, and Intellectual Property. Subject to Customer's prior written consent in each instance, Customer grants Quotamation a limited, non-exclusive, non-transferable, royalty-free right during the Term to use and display Customer's name, trademarks, logos, service marks and marketing materials provided by Customer to Quotamation solely for the purpose of identifying Customer as a customer of Quotamation on the Website. Quotamation shall not use Customer's Confidential Information or any such intellectual property of Customer for any other purpose and shall comply with any reasonable brand usage guidelines provided by Customer from time to time.

(a) Limited Software Warranty. Quotamation represents and warrants that, during the Term and any renewal thereof, the Software: (i) will materially conform to the specifications listed in the Documentation and on the Website as of the applicable Effective Date, when used in accordance with this Agreement; and (ii) at the time the Software is made available to Customer, it is free of all viruses or malicious code intended to disrupt or damage the Software or Customer's systems, ensuring operability as per the Documentation. Customer acknowledges that the Software may be unavailable from time to time due to scheduled maintenance, emergency maintenance, or other maintenance or service-related activities conducted by or on behalf of Quotamation, as well as other circumstances outside Quotamation's reasonable control, including Force Majeure Events and failures of third-party service providers or infrastructure (collectively, "Permitted Downtime"). Quotamation shall have no liability to Customer for any Permitted Downtime.

(b) Warranty Limitations and Exclusions. The warranties set forth in Section 8(a) do not apply and shall become null and void in the event the Software is used other than in accordance with this Agreement or the Documentation, including if Customer, any Authorized User, or any other person provided access to the Software by Customer or any Authorized User: (i) installs or uses the Software on or in connection with any hardware or software not specified in the Documentation or expressly authorized by Quotamation in writing; (ii) modifies, alters, or damages the Software; or (iii) misuses the Software or uses the Software for any purpose or in any manner not expressly permitted in the Documentation or in this Agreement. Quotamation makes no warranties with respect to any third-party products, services, or content and expressly disclaims all warranties relating thereto.

(c) Remedies. If the Software fails to comply with the warranty in Section 8(a), and such failure is not excluded under Section 8(b), Customer's sole and exclusive remedy, and Quotamation's sole obligations, shall be, at Quotamation's option and expense, either: (i) to repair or replace the nonconforming Software, provided that Customer notifies Quotamation in writing of the nonconformity and provides such information as Quotamation reasonably requests to reproduce and resolve the issue; or (ii) refund the Subscription Fees for the affected Software for the period of nonconformity, provided that Customer ceases all use of and, if requested by Quotamation, returns to Quotamation all copies of the Software. Any repaired or replaced Software will be warranted for the remainder of the original warranty period. The remedies set forth in this Section 8(c) are Customer's sole and exclusive remedies for breach of the warranties set forth in this Section 8.

(d) Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND QUOTAMATION HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. QUOTAMATION 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. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL REMEDIES PROVIDED FOR IN THIS AGREEMENT SHALL BE CUMULATIVE AND IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER REMEDIES AVAILABLE TO EITHER PARTY AT LAW, IN EQUITY OR OTHERWISE.

(a) Quotamation Indemnification.

(i) Indemnification for Claims. Quotamation shall indemnify, defend, and hold harmless Customer, and its officers, directors, employees, and agents, from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys' fees) (collectively, "Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Claim") that the Software or Documentation, or any use of the Software or Documentation in accordance with this Agreement, infringes or misappropriates such third party's Intellectual Property Rights, provided that Customer promptly notifies Quotamation in writing of the claim, cooperates with Quotamation, and allows Quotamation sole authority to control the defense and settlement of such claim.

(ii) Remedies. If such a Claim is made, Customer agrees to permit Quotamation, at Quotamation's sole discretion, to (A) modify or replace the Software or Documentation in any way to make it non-infringing, or (B) obtain the right for Customer to continue use. If Quotamation determines that none of these alternatives is reasonably available, Quotamation may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

(iii) Exclusions. This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Software in combination with Data, the Software, hardware, equipment, or technology not provided by Quotamation or authorized by Quotamation in writing; (B) modifications to the Software not made by Quotamation; (C) use of any version other than the most current version of the Software or Documentation delivered to Customer; or (D) third party products.

(b) Customer Indemnification. Customer shall indemnify, defend, and hold harmless Quotamation and its officers, directors, employees, and agents from and against any Losses resulting from any Claim based on Customer's, or any Authorized User's: (i) negligence or willful misconduct; or (ii) use of the Software or Documentation in a manner not authorized or contemplated by this Agreement; (iii) use of the Software in combination with Data, software, hardware, equipment, or technology not provided by Quotamation or authorized by Quotamation in writing; (iv) modifications to the Software not made by Quotamation; or (v) use of any version other than the most current version of the Software or Documentation, provided that Customer may not settle any Claim against Quotamation that fails to completely and forever releases Quotamation from all liability with respect to such Claim or unless Quotamation consents to such settlement, and further provided that Quotamation will have the right, at its option, to defend itself against any such Claim or to participate in the defense thereof by counsel of its own choice.

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL QUOTAMATION BE LIABLE ARISING OUT OF OR RELATING TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS, GOODWILL, REPUTATION, DATA, OR USE OF THE SOFTWARE, INCLUDING ANY COSTS OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER QUOTAMATION WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL QUOTAMATION'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID TO QUOTAMATION UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. ALL RIGHTS AND REMEDIES OF THE PARTIES ARE SEPARATE AND CUMULATIVE. THE WAIVER OR FAILURE OF EITHER PARTY TO EXERCISE IN ANY RESPECT ANY RIGHT OR REMEDY PROVIDED HEREIN WILL NOT BE DEEMED A WAIVER OF ANY FURTHER RIGHT OR REMEDY HEREUNDER.

(a) Term. This Agreement commences on the Effective Date and continues on a month-to-month basis (the "Term"). Unless otherwise agreed in writing and subject to Section 11(b), the Term will automatically renew for additional one-month periods unless Customer provides Quotamation with notice of its intent not to extend at least ten (10) days prior to the end of the then-current Term.

(b) Termination. In addition to any other express termination right set forth in this Agreement:

(c) Effect of Expiration or Termination. Upon the expiration or earlier termination of this Agreement, the license granted hereunder will also terminate, and Customer shall immediately cease using and delete, destroy, or return all copies of the Software and Documentation, certifying in writing to Quotamation the deletion or destruction of the Software and Documentation. No expiration or termination will relieve Customer of the obligation to pay any Subscription Fees due to Quotamation.

(d) Survival. This Section 11(d) and the other provisions of this Agreement which by their nature are intended to survive any termination or expiration of this Agreement should survive and will remain in force including, but not limited to all respective indemnities, covenants, obligations, representations and warranties.

Quotamation is permitted to use all Data furnished by Customer or Authorized Users through the utilization of the Software or otherwise shared with Quotamation to enhance, modify, or improve the Software, its technologies, and to facilitate the development or refinement of tools, risk and underwriting models, and Data analysis or insight generation endeavors (collectively referred to as the "Data Uses"). To prioritize privacy and security, all personally identifiable information and non-public personal information contained in the Data will be de-identified before use, following industry best practices, and complying with applicable legal standards to ensure robust privacy protection. Customer hereby represents and warrants that it has secured, or will secure at the appropriate time, all necessary rights, consents, and permissions to share the Data with Quotamation for the Data Uses contemplated herein. Moreover, Customer grants Quotamation the unlimited right to use the Data for any purposes associated with the Data Uses, without any restrictions or obligations for compensation to Customer, its representatives, or Authorized Users, grant that will remain in effect during and after the termination of this Agreement. Customer and Quotamation agree to work together to evaluate whether any licenses or regulatory approvals are needed for the use of the Data as contemplated hereunder and to pursue any such necessary licenses or approvals diligently and in good faith.

The Parties intend to be, are, and shall at all times be independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, employment, or other similar relationship between the Parties. Each Party is solely responsible for the direction and control its employees, contractors, and agents and for all wages, benefits, taxes, insurance, and other labor-related costs and expenses associated with its personnel. Neither Party nor its agents or employees are the representatives of the other Party for any purpose and neither Party has the power or authority as agent, employee, or any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other Party for any purpose whatsoever. This relationship between Quotamation and Customer is non-exclusive, and nothing contained herein shall restrict either Party from providing or receiving similar services as contracted for in this Agreement. Customer shall have no authority to incur any expenses on behalf of Quotamation, and Customer is responsible for all expenses incurred in the operation of Customer's business. Quotamation is not an insurer and does not underwrite insurance risk. Quotamation shall have no responsibility or obligation whatsoever for any loss, claim, damage, injury, or liability arising from or relating to insurance policies, insurance transactions, or Customer's business activities conducted using the Services.

(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its Exhibits; (b) second, the Exhibits to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the Receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section.

(c) Compliance with Laws and Regulations. Quotamation will perform its obligations in a manner that complies with all applicable Laws. If a charge occurs of non-compliance by Quotamation with any such Laws, regulations, ordinances or codes, Quotamation will promptly notify Customer of such charge in writing.

(d) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, Law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; (viii) shortage of adequate power or transportation facilities; and (ix) telecommunication or power suppliers (collectively, "Force Majeure Events").

(e) Amendment and Modification; Waiver. Except as provided in this Agreement, no amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure or delay to exercise any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(f) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under applicable Law, such provision shall be excluded from the Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and enforceable in accordance with its terms.

(g) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the Laws of the State of Nebraska, without regard to any choice or conflict of law rules (whether the State of Nebraska or any other jurisdiction). Any legal suit, action, or proceeding arising out of or related to this Agreement will be subject to mediation. Such mediation shall be non-binding, and if the dispute is not thus resolved, it may be referred by either Party to a sole arbitrator mutually agreed upon by the Parties for arbitration in accordance with the AAA arbitration procedures. The arbitrator shall not limit, expand, or modify the terms of the Agreement nor award damages in excess of compensatory damages, and each Party waives any claim to such excess damages. A request by a Party to a court for interim protection shall not affect either Party's obligation hereunder to mediate and arbitrate. Each Party shall bear its own expenses and an equal share of the cost and fees of the arbitration. Any arbitrator selected shall be competent in the legal and technical aspects of the subject matter of this Agreement. Any mediation or arbitration shall be held in Omaha, Nebraska.

(h) Assignment. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns. Quotamation may freely assign or transfer any of its rights or delegate any of its obligations under this Agreement upon prior written consent to Customer; provided that in no event will such assignment relieve Quotamation of its obligations under this Agreement. Customer may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of Law or otherwise, without the prior written consent of Quotamation. Any purported assignment, transfer, or delegation in violation of this Section by Customer is null and void.

(i) No Third-Party Beneficiaries. This Agreement benefits solely the Parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under this Agreement.

(j) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

(k) Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.

(l) Insurance Disclaimer. QUOTAMATION DOES NOT PROVIDE INVESTMENT ADVISORY, BROKERAGE, UNDERWRITING, DUE DILIGENCE, FINANCIAL, TAX, ACCOUNTING, LEGAL, OR OTHER PROFESSIONAL SERVICES. THE SOFTWARE IS A TOOL THAT FACILITATES THE RETRIEVAL OF INSURANCE QUOTES FROM THIRD PARTY INSURANCE CARRIERS BASED SOLELY ON INFORMATION PROVIDED BY CUSTOMER AND DOES NOT GENERATE, ISSUE, BIND, OR UNDERWRITE INSURANCE. ANY INFORMATION, QUOTES, OR OTHER OUTPUT MADE AVAILABLE THROUGH THE SOFTWARE ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE INSURANCE, FINANCIAL, LEGAL, OR OTHER PROFESSIONAL ADVICE. CUSTOMER ACKNOWLEDGES AND AGREES THAT ALL USE OF AND RELIANCE ON THE SOFTWARE AND ITS OUTPUTS ARE AT CUSTOMER'S SOLE RISK. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL DECISIONS MADE BASED ON THE SOFTWARE'S OUTPUTS. CUSTOMER IS ADVISED TO OBTAIN INDEPENDENT PROFESSIONAL ADVICE BEFORE RELYING ON OR ACTING UPON ANY SUCH OUTPUT. QUOTAMATION DOES NOT VERIFY, ENDORSE, OR GUARANTEE THE ACCURACY OR RELIABILITY OF ANY QUOTES OR OTHER OUTPUT MADE AVAILABLE THROUGH THE SOFTWARE AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUCH INFORMATION, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. THE ACCURACY, COMPLETENESS, VALIDITY, AND APPLICABILITY OF INSURANCE QUOTES AND RELATED OUTPUTS ARE DETERMINED SOLELY BY THE APPLICABLE INSURANCE CARRIER. CUSTOMER ASSUMES ALL RISKS ARISING FROM THE USE OF AND RELIANCE ON THE SOFTWARE AND ITS OUTPUTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUOTAMATION SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO CUSTOMER'S USE OF OR RELIANCE ON INSURANCE QUOTES OR OTHER OUTPUT PROVIDED THROUGH THE SOFTWARE.

Quotamation will provide to Customer at or prior to the execution of this Agreement a description of the Software, the listing of the Authorized Users, and a breakdown of the applicable Subscription Fees payable to Quotamation during the Term of this Agreement.

Quotamation IT staff will be responsible for handling issues related to server software maintenance and failure (server operating system, application servers, database servers, web servers, etc.). Quotamation IT staff will be responsible for virtual server and database backup.

For technical support, there will be one open line available Monday through Friday 9am–5pm PST. For faster service and more efficient resolution, users should utilize Quotamation email for user inquiries.

1. Quotamation will provide Customer with the following Support Services to support the operation of the Software throughout Customer's continued monthly subscription to the Software:

2. Support Services shall not include, and Quotamation shall not be responsible for: