• Service Fees (monthly fees, payable in advance)
• Service Capacity (depends on the number of users, unless special pricing is offered)
• Initial Service Term
• Implementation Fee (depends on the number of users, unless special pricing is offered)

Provision of Implementation Services:
InsuredMine will use commercially reasonable efforts to provide Customer the services described below under Implementation Services, and Customer shall pay InsuredMine the Implementation Fee in accordance with the terms herein.

Description of Implementation Services:

• Data integration/pull from current Agency Management System or any other system that is being used by the agency.
• Customer training (on site or via webinar).
• Providing documentation.
• Co-branding App and Agent portal.
• Initial communication to customers for app download.
• Tracking and monitoring all aspects of Company applications to assure proper function.

If your use of the Services exceeds the Service Capacity set forth in the Invoice or otherwise requires the payment of additional fees (per the terms of this Agreement), you shall be billed for such usage and you agree to pay the additional fees in the manner provided herein. InsuredMine reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term as set forth in the Invoice or the then-current renewal term, upon thirty (30) days prior notice to you (which may be sent by email). If you believe that InsuredMine has billed you incorrectly, you must contact InsuredMine no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to InsuredMine’s customer support department and emailed at support@insuredmine.com
InsuredMine may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by InsuredMine thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of the Services. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on InsuredMine’s net income.
In the event that we modify the subscription fee in the future, we will communicate such modification to you as per the procedure detailed under Section 21 or as otherwise specified in another agreement between InsuredMine and you.

• Do’s
  • Comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements;
  • Provide accurate information to InsuredMine and update from time to time as may be necessary;
  • Review our Privacy Policy; and
  • Review and comply with notices sent by InsuredMine, if any, concerning the Platform.
• Don’ts
  • Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit our Website, App, or the Platform (excluding any user content);
  • Reverse engineer, decompile, disassemble, decipher, capture screen shots, or otherwise attempt to derive the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documents, or data related to the Services (the “Software”) for any underlying intellectual property used to provide our Website, App,or thePlatform, or any part thereof;
  • Utilize information, content or any data you view on and/or obtain from our Website, App, or the Platform to provide any service that is competitive with us;
  • Imply or state, directly or indirectly, that you are affiliated with or endorsed by InsuredMine unless you have entered into a written agreement with us;
  • Adapt, modify or create derivative works based on ourWebsite, App, or the Platformor technology underlying our Website, App, or the Platform, or other Users’ content, in whole or in part;
  • Rent, lease, loan, trade, sell/re-sell access to our Website, App,or the Platformor any information therein, or the equivalent, in whole or part;
  • Deep-link to our Website, App,or the Platform for any purpose, i.e. including a link to our proprietary web pages other than our home page;
  • Access, reload, or “refresh” or make any other request to transactional servers that are beyond generally accepted usage of web-based applications;
  • Use manual or automated software, devices, scripts robots, other means or processes to “scrape”, “crawl” or “spider” any web pages contained in the site;
  • Use automated methods to add contacts or send messages;
  • Engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of our Website;
  • Attempt to or actually access our Website, App,or thePlatform by any means other than through the interface provided by InsuredMine;
  • Attempt to or actually override any security component included in or underlying our Website, App,or thePlatform;
  • Engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;
  • Remove any copyright, trademark or other proprietary rights notices contained in or on our Website, App,or thePlatform, including those of both InsuredMine or any of our licensors; or
  • Use any information obtained from our Website, App,or the Platform to harass, abuse or harm another User.

• Email Contact.
  Wemay send promotional messages about us and our products and services related to our Website, App, and Platform to your email. When you send us a query email on support@insuredmine.com, you are providing us with consent to send emails to you for replying to you queries at your provided email address. By providing your email address, you agree with these Terms of Service and our Privacy Policy.
• Push Notification.
  You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of ourWebsite, App,and Platform.

• Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of InsuredMine includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to InsuredMine to enable the provision of the Services such as information about the insurance customers of the Customer (“Customer Data”).
• The Receiving Party agrees: (i) to take all reasonable precautions to protect such Proprietary Information, and (ii) will not use Proprietary Information except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information unless required by law.
• The Disclosing Party agrees that the foregoing limitations on use of Proprietary Information shall not apply with respect to any information that the Receiving Party can document (i) is or becomes generally available to the public and was developed from that generally available source without any foreknowledge of the Proprietary Information, or (ii) was in its possession or known by Receiving Party prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party or (v) is required to be disclosed by law.
• Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. InsuredMine shall own and retain all right, title and interest in and to (i) the Services and Software, all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (iii) all intellectual property rights related to any of the foregoing.
• Notwithstanding anything to the contrary, InsuredMine shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies including, without limitation, information concerning Customer Data and data derived therefrom (“Derived Data”). InsuredMine may use Customer Data and any Derived Data based upon the Customer Data only for the provision of the Services.

• The completeness, accuracy, availability, timeliness, security or reliability of ourWebsite, App, orPlatform or any content;
• Any harm to your computer system, loss of data, or other harm that results from your access to or use of ourWebsite, App, or Platformor any content;
• The deletion of, or the failure to store or to transmit, any content and other communications maintained byourWebsite, App, or Platform; and
• Whether our Website, App, or Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis.

No advice or information, whether oral or written, obtained from us or through our Website, App, or Platform, will create any warranty or representation not expressly made herein.

• Your physical or electronic signature;
• Identification of the copyrighted work(s) that you claim to have been infringed;
• Identification of the material on ourWebsite, App, or Platform that you claim is infringing and that you request us to remove;
• Sufficient information to permit us to locate such material;
• Your address, telephone number, and e-mail address;
• A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

InsuredMine’s Copyright Agent to receive DMCA Takedown Notices is Sneha Bhagat, at support@insuredmine.com orat InsuredMine Inc., Attn: DMCA Notice, 1900 Jay Ell Drive, Richardson, Texas 75081. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by InsuredMine in connection with the written notification and allegation of copyright infringement.

• Binding Arbitration
  Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and InsuredMine agree (a) to waive your and InsuredMine’s respective rights to have any and all Disputes arising from or related to this Agreement, use of our Website, App, or Platform, resolved in a court, and (b) to waive your and InsuredMine’s respective rights to a jury trial. Instead, you and InsuredMine agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).
• No Class Arbitrations, Class Actions or Representative Actions
  You and InsuredMine agree that any Dispute arising out of or related to these Terms of Service or use or access of our Platform is personal to you and InsuredMine and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and InsuredMine agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and InsuredMine agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
• Federal Arbitration Act
  You and InsuredMine agree that these Terms of Service affect interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
• Notice; Informal Dispute Resolution
  You and InsuredMine agree that each party will notify the other party in writing of any arbitral or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to InsuredMine shall be sent by certified mail or courier to InsuredMine Inc., Attn: Sneha Bhagat,1900 Jay Ell Drive, Richardson, Texas 75081. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your InsuredMine account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and InsuredMine cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or InsuredMine may, as appropriate and in accordance with this Section, commence an arbitration proceeding.
• Process
  EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND INSUREDMINE AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR INSUREDMINE WITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND INSUREDMINE WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and InsuredMine agree that (a) any arbitration will occur in Dallas County, Texas, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of Texas, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
• Authority of Arbitrator
  As limited by the FAA, these Terms of Service and the applicable AAA rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitral, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms of Service. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA rules, discovery in the arbitration shall be limited to one set of interrogatories, one set of requests for admissions, and one set of requests for production of documents.
  The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seekand hereby waiveall rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.
• Rules of AAA
  The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms of Service, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.
• Severability
  If any term, clause or provision of this Sectionis held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
• Opt-Out Right
  YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: INSUREDMINE INC., RE: OPT-OUT, 1900 JAY ELL DRIVE, RICHARDSON, TEXAS 75081. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 23.

• General Standards
  • Quality
    InsuredMine will use its best efforts to ensure that the Software is fully functional and free of omissions and other Errors that would impact Customer’s ability to utilize Software services in full.
  • Stability
    The processes, deliverables, services, etc. and all other Specifications contained in this Section and the Agreement shall not be changed unless otherwise mutually approved in writing by the Parties.
  • Advance Warning
    InsuredMine will use commercially reasonable efforts to provide at least fifteen (15) days advance notice (via email) of specific impending bug fixes, hot-fixes, Error correction that applies to the Services. In order to maintain working connections with the clients, InsuredMine pushes bug fixes, enhancements or corrections as required on a daily basis.
  • Complete Support
    InsuredMine will provide reasonable Support Services for the Services, needed to meet its obligations pursuant to this Agreement, including any issues that InsuredMine may not predict and/or forecast as of the Effective Date of this Agreement. Company will provide Technical Support to Customers via electronic mail on weekdays during the hours of 9.00 am – 5.00 pm PST “Support Hours”. However, Customer may initiate a helpdesk ticket 24/7 by emailing at support@insuredmine.com callbacks subject to the issue Category as detailed below. Customer will receive calls and will escalate issues reported by its customers to InsuredMine as needed.
  • Standards, performance, technical support, and error correction
    • Overview
      This section describes InsuredMine’s process for handling technical support and error correction requests. InsuredMine will cooperate with Customer in order to facilitate InsuredMine’s provision of the Services and Support Services. The provisions herein are in addition to and not in lieu of any similar provision elsewhere in the Agreement.
    • Bug tracking and Repair
      Questions and problems with the Services will be reported to Customer via published channels, either email or phone. Email is preferred so problems will be logged automatically and also easily distributed to engineering team. Customer communications which are clearly product problems (as opposed to simple questions about product use) are assigned internal tracking sequence by InsuredMine, which can be reported to the customer for their use. Problems, omissions, inaccuracies, and/or bugs in the Services will be communicated to InsuredMine by Customer and be fixed by InsuredMine either with a workaround or a hot fix delivered as a patch/bug fix release (based on the category level for the specific problem, omission, inaccuracy, and/or bug). For avoidance of doubt, while InsuredMine will use best efforts to permanently address Errors in the next delivered release, problems, omissions, inaccuracies, and/or bugs in the Services will be corrected by InsuredMine based on the category level for the specific problem, omission, inaccuracy, and/or bug, which may require a problem resolution, hot fix, or bug fix in the interim to any release of the Services.
    • Error Correction and Support
      InsuredMine will provide support to Customer according to the policies described below.
      InsuredMine will have no obligation under this Agreement to provide any service to, or respond to any requests from Customer’s customer end users. Problem reports should be reported using the established email support lines, or in the case of Crisis problems by phone. InsuredMine will provide all Support Services during regular business hours Monday through Friday, excluding company holidays observed by InsuredMine. Customer will use either email or telephone to contact InsuredMine with initial support incident reports and subsequent follow-up, and InsuredMine will respond either by email or telephone. InsuredMine will track reports and progress in a Customer support database.
      To help assist with this process, for example (and by way of illustration and not limitation), Customer will:
      • Promptly notify InsuredMine when it believes that a problem requiring technical support and/or error correction has arisen.
      • Cooperate with InsuredMine with respect to troubleshooting and/or resolution of the problem.
      • Furnish InsuredMine with such relevant information as InsuredMine may reasonably require in order to provide technical support and/or error correction.
      • In the event that both Parties deem an issue to be unsolvable by telephone or by other remote means, and it is necessary for InsuredMine to travel to Customer to work on it, Customer agrees to reimburse all reasonable travel and lodging expenses incurred by InsuredMine in traveling to Customer facilities in order to fulfill its Support obligations hereunder.
    • Problem Resolution and Technical Support.
      Problem resolutions will consist of either a workaround that is reasonably acceptable to Customer or a permanent solution. Problems that require a permanent solution will be considered resolved when the reproducible test case used to demonstrate the Error demonstrates the corrected behavior. Permanent solutions that result in an Upgrade of the InsuredMine program will be permanently resolved in a new release of the InsuredMine program. A workaround will be replaced with a permanent solution in the next Upgrade. The following severity schema defines time frames for responses, status reporting and resolution of escalated problems: