Subscription Agreement Addendum

1.  End User is granted only a non-exclusive, nontransferable right to use the Service through the myCOI Portal, but no right to sublicense the Software.

2.  End User agrees to comply with all export and re-export restrictions and regulations imposed by the government of the United States.

3.  Although copyrighted, the Software is unpublished and contains proprietary and confidential information of myCOI and is considered by myCOI to constitute valuable trade secrets.

4.  myCOI shall not be liable to the End User for any general, special, direct, indirect, consequential, incidental, or lost profits or other damages arising out of or related to the Service.

5.  End User will not:  (a) de-compile or reverse engineer the Software or its component parts; (b) modify, publish, transmit, license, sublicense, transfer, sell, distribute, reproduce, create derivative or collective works from, or in any way otherwise exploit the Software or make the Software available, in whole or in part; (c) disclose results of any services or program benchmark tests without myCOI’s prior written consent; (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Service available to any third party other than as expressly permitted under the terms of the agreement; (e) transmit files, content, photographs, videos, personal or technical data or any other type of information or data (collectively, “User Content”) that is defamatory or libelous; (f) transmit any User Content that it has no rights to, or for which transmission would constitute infringement of third-party intellectual property rights; or (g) transmit any viruses, malicious code, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer, data or property, or transmit any other harmful or code technology.

6.  End User will: (a) be responsible for its employees, contractors and agents who use the Service and their compliance with this [Prism Insurance Subscription Order], (b) be responsible for the accuracy, quality and legality of User Content and of the means by which End User acquired User Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Building Engines promptly of any such unauthorized access or use, and (d) use the Service only in accordance with the Documentation and applicable laws and government regulations.

7.  All disputes between Building Engines and third parties, whether or not relating to any information, data or forms available on or through the Service, will be settled by and between Building Engines and such third party.  myCOI bears no responsibility for resolving such disputes and has no obligation to be involved in any way in any such dispute.

8.  myCOI warrants that it owns or has acquired rights to all proprietary interests in the myCOI Service necessary to grant the access rights set forth in this [myCOI Purchase Order].  myCOI further warrants and represents that it will take reasonable steps to ensure that the programs are free of programming devices (e.g., viruses, key locks, backdoors, etc.) that are designed to disrupt the use of the programs or any system with which the programs operate, or destroy or damage data or make data inaccessible or delayed, except for file and purge routines necessary to the routine functioning of the programs.

MAXIMUM WARRANTIES AND REQUIRED LIMITATIONS

9.  EXCEPT AS OTHERWISE PROVIDED IN THIS [MYCOI PURCHASE ORDER], MYCOI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND.  END USER UNDERSTANDS AND AGREES THAT THE LIMITED EXPRESS WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE AND MYCOI DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WITH RESPECT TO ANY SERVICES (MYCOI SERVICES OR OTHERWISE), THE SUPPORT AND TRAINING SERVICES PROVIDED WITH RESPECT TO SUCH SERVICES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, PARTICULARLY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10.  MYCOI DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT END USER’S ACCESS, TRANSFER, STORAGE AND/OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND END USER AGREES THAT FROM TIME TO TIME MYCOI MAY DISCONTINUE OR SUSPEND ACCESS TO THE SERVICES WITHOUT NOTICE TO END USER, HOWEVER, IN THE EVENT OF SUCH INTERRUPTION OR ERRORS LASTING MORE THAN SEVENTY-TWO (72) HOURS, END USER SHALL HAVE THE OPPORTUNITY TO CANCEL THIS [MYCOI PURCHASE ORDER] AND SHALL BE ENTITLED TO A REFUND OF ANY PRORATED FEES PAID IN ADVANCE FOR SERVICES. MYCOI DOES NOT REPRESENT WARRANT OR GUARANTEE THAT THE SERVICES OR CONTENT WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND MYCOI DISCLAIMS ANY LIABILITY RELATING THERETO, EXCEPT IN INSTANCES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY MYCOI OR ITS AFFILIATES.

11.  MYCOI WARRANTS AND REPRESENTS THAT IT SHALL ACCURATELY REPORT COMPLIANCE STATUS BASED UPON THE INSURANCE DOCUMENTS PROVIDED AND INSURANCE REQUIREMENTS IDENTIFIED IN THE SOFTWARE.  MYCOI MAKES NO WARRANTIES REGARDING THE ACCURACY OF INSURANCE INFORMATION PROVIDED, INCLUDING BUT NOT LIMITED TO INSURANCE POLICY AMOUNTS, CARRIERS, CONTRACTS, PREMIUMS, NAMED INSUREDS, ADDITIONAL INSUREDS, ENDORSEMENTS, CERTIFICATES OF INSURANCE OR OTHER REQUIREMENTS.  MYCOI SHALL MAKE NO MORE THAN THE NUMBER OF COMMUNICATION ATTEMPTS OUTLINED IN THE TERM SHEET.

12.  END USER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS MYCOI AND ITS AGENTS AND REPRESENTATIVES HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY’S FEES, MADE BY ANY THIRD PARTY TO OR ARISING OUT OF END USER’S NEGLIGENT OR WRONGFUL USE OF MY COI, END USER’S USE OF OR CONNECTION TO MY COI (INCLUDING ANY USE BY END USER ON BEHALF OF END USER’S EMPLOYER), END USER’S VIOLATION OF THE AGREEMENT, INCLUDING BUT NOT LIMITED TO END USER’S SUBMISSION OR USE OF ANY CONTENT THAT IS (A) FRAUDULENT, INACCURATE, A MISREPRESENTATION, DISHONEST, (B) IS A VIOLATION OF ANY RIGHTS OF ANY THIRD PARTIES OR (C) RESULTS FROM A BREACH OF THIS [MYCOI PURCHASE ORDER] OR THE TERMS OF USE.

13.  myCOI is not a party to any agreement between End User and End User’s vendors, including, without limitation, End User’s agent, any insurers or their underwriters, any service providers or vendors, any lenders, or other third parties in contractual relationships with End User (“End User Vendors”). myCOI has no responsibility for liabilities, losses, damages, expenses, or other monetary charges (“Liabilities”) suffered or incurred by End User as a result of the actions or omissions of End User’s Vendors.    Specifically, myCOI is not responsible for any Liabilities arising out of or related to the failure of any of End User’s Vendors to maintain and convey required insurance, bonds or other liability protection.

MINIMUM LIMITATIONS OF LIABILITY

14.  EXCEPT IN THE EVENT OF EITHER PARTY’S INDEMNIFICATION OBLIGATION SET FORTH HEREIN OR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (COLLECTIVELY, “EXCLUDED CLAIMS”) IN NO CASE SHALL END USER OR MYCOI, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM ANY CLAIM RELATED IN ANY WAY TO END USER’S USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, CONTENT (INCLUDING ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT), OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE ACCESS, TRANSFER, STORAGE, OR OTHER USE OF SERVICES.

15.  EXCEPT FOR THE EXCLUDED CLAIMS AND MYCOI’S WARRANTY TO REPORT COMPLIANCE ACCURATELY AS STATED IN PARAGRAPH 8 OF SECTION 7, EACH PARTY’S LIABILITY TO THE OTHER, UNDER THIS [MYCOI PURCHASE ORDER], FOR ANY CAUSE WHATSOEVER, IS LIMITED TO THE AMOUNT PAID BY THE END USER DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS.  WITH RESPECT TO THE EXCLUDED CLAIMS AND MYCOI’S WARRANTY TO REPORT COMPLIANCE ACCURATELY, EACH PARTIES’ AGGREGATE LIABILITY TO ONE ANOTHER OR ANY PARTY CLAIMING ANY RIGHT BY OR THROUGH THE MYCOI OR END USER SHALL NOT EXCEED THE GREATER AMOUNT OF A) THE SUM OF THE AMOUNTS PAID ON BEHALF OF THE RESPECTIVE PARTY’S INSURERS IN SETTLEMENT OR SATISFACTION OF CLAIMS UNDER THE TERMS AND CONDITIONS OF THAT PARTY’S INSURANCE POLICIES APPLICABLE THERETO; OR B) FIVE TIMES THE AMOUNTS PAID IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS.    BECAUSE SOME STATES, JURISDICTIONS OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, JURISDICTIONS OR COUNTRIES, MYCOI’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.