INSURECERT INSURANCE MASTER SUBSCRIPTION AGREEMENT

 

Please read this master subscription agreement (the"Agreement") carefully before using the Service (as defined below).Your use of the Service is expressly conditioned on your acceptance of this Agreement. By using the Service or clicking the "sign up" button you agree to be bound by the terms and conditions of this Agreement. If you do not agree to any term of this Agreement, do not use the Service. This Agreement maybe updated from time to time and the current version will be posted to https://insurecert.ca Your continued use of the Service after a revised version has been posted constitutes acceptance by you of its terms. You are responsible for checking this document periodically for changes. TERMS OF SERVICE This Agreement is between InsureCert Systems Inc. ("Insurecert") and the entity or individual agreeing to use these terms (the "Client"). Inconsideration for the mutual promises contained herein and other good and valuable considerations, the parties agree as follows:

 

1. Insurance Software as a Service

 

1.1. This Agreement provides Client access and usage of a certain proprietary software as a service insurance selling platform provided by InsureCert Insurance Underwriters. As further outlined at: https://insurecert.ca (the"Platform"). As specified in the email confirmation sent by InsureCert to which the Client is tokenized, (the "Subscription Confirmation"),InsureCert will:

 

1.1.1. make the Platform available to the Customer via an Internet portal (the"Portal") to purchase and manage insurance policies under the Client's name, store documents, images and other assets oras otherwise directed by the Client ;

 

1.1.2. provide any related documentation or materials through the Internet either via the Portal or the InsureCert websites;

 

1.1.3. if specified in the Subscription Confirmation,provide access to application programming interface ("API"), or other InsureCert approved interface including mobile applications or other forms of application access, including customization services under the terms below;(collectively with the Platform, the "Service").

 

1.2. InsureCert grants Client and Client accepts from InsureCert a limited, non-exclusive, non-transferable right to access and use the Service solely for Client's use in selling insurance products and policies through the Portal. The Service shall not be used by Client for, or on behalf of third parties that are not authorized under this Agreement.

 

1.3. Client acknowledges that its right to use the Service will be for personal or business use only for businesses which you own, are a director of, or are a legally liable person authorized to use the Service pursuant to the terms of this Agreement, and that no software will be installed in any servers, or other computer equipment, owned or controlled by Client.

 

1.4. The use of the Service pursuant to this Agreement shall be subject to any terms of use and privacy policy applicable on all web IP addresses which both terms and policies are incorporated into this Agreement for all purposes.

 

2. Client Responsibilities and Obligations

 

2.1. Client: (i) must keep its passwords secure and confidential; (ii) is solely responsible for Client Data (as defined herein)and all activity on its accounting the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account and notify InsureCert promptly of any such unauthorized access; (iv) may use the Service in accordance with any and all applicable local, provincial, and federal laws, andshall maintain and be solely responsible for maintaining all applicable licensing required to market and sell insurance in the jurisdictions in which insurance policy will be sold through the portal; and (v) shall include InsureCert branding and logos on the Portal and provide acknowledgement of InsureCert as the creator and owner of the Platform in a manner acceptable to InsureCert, at its sole discretion.

 

2.2. Client may not (i) sell, resell, rent, sublicense orlease the Service or any component thereof, including the Platform or the Portal, unless otherwise provided under an order or another agreement with InsureCert; (ii) use theService to, or knowingly allow others to, store or transmit in fringing, unsolicited marketing materials, libellous, or otherwise objectionable, unlawful or tortious material or content, or to store or transmit material or content in violation of third-party rights; (iii)interfere with or disrupt the integrity or performance of the Service or use the Service in any way that is disruptive to the use of the Service by InsureCert orany other customer of InsureCert;(iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) decompile or reverse engineer the Service or any component thereof, including, the Platform, or the API; (vi)access the Service or use the Platform, the Portal or the API to build a competitive service or product, or copy any feature, function or graphic for competitive purposes;(vii) remove any copyright or other proprietary rights notice of InsureCert including the Service; or (viii) store or transmit, or knowingly allow others to store or transmit, viruses, worms, cancelbots, Trojan horses or other harmful contaminants and nuisance-causing, harmful or destructive code,applets, applications or software.

 

2.3. The Client shall be solely responsible for the operation of the Portal and acknowledges and agrees that InsureCert is only providing the Platform and the Service. InsureCert is in no way a partner, fiduciary, joint venturer or business or legal advisor to the Client. Client is solely responsible for ensuring that the Portal is operated in accordance with applicable laws, for monitoring the content displayed and uploaded to the Portal and for establishing the terms of its relationships with users of the Portal, provided all users of the Portal must be bound by and adhere to the terms of this Agreement, including InsureCert terms of use and privacy policy.

 

3. Third Party Access and Usage

 

Client may authorize its employees and independent contractors to access the Service with user credentials which access must be for the sole benefit of Client and in compliance with this Agreement. Client is responsible for such representatives' compliance with this Agreement.

 

4. Ownership of Intellectual Property

 

4.1. Intellectual Property of InsureCert. The software, workflow processes, user interface, designs, know-how, Services, Platform, API and other technologies provided by InsureCert as part of the Service are the proprietary property of InsureCert and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with InsureCert and its licensors, as applicable. Client may not remove or modify any proprietary marking or restrictive legends in the Service or API. InsureCert reserves all rights unless expressly granted in this Agreement.

 

4.2. Intellectual Property of Client. Client is the exclusive owner of its name, logo(s), trade-marks, URLs, and other intellectual property, but shall grant InsureCert limited, worldwide, non-exclusive and royalty free license to use the name, logo(s) and related trademarks in connection with the creation and operation of the Portal during the term of this Agreement.

 

4.3. Users of the Portal. The Client owns all of the relationships with the users of the Portal. InsureCert may not share any personally-identifiable information of such users with any person or contact or solicit any such users for any purpose without the advance written consent of the Client, which may be withheld at the sole and absolute discretion of the Client.

 

4.4. Data. As between Client and InsureCert, all data uploaded by Client or the users of the Portal and collected by InsureCert (the "ClientData") remains the sole property of Client. Client grants InsureCert the right to use, store and modify the Client Data solely for the purposes of InsureCert performing the Service under this Agreement. Client further grants InsureCert with the right to use Client Data in order to improve the Service and for the purpose of analyzing and publishing the results of such analysis provided that the use of the Client Data will not reference personally identifiable information of Client or its customers, including the users of the Portal. Client hereby warrants to InsureCert that it either owns or is a licensee of the Client Data and has the full requisite power and authority to grant InsureCert such usage rights.

 

4.5. Use of Client's Name. InsureCert may, but shall not be required,to advertise that Client uses the Platform and Client shall provide InsureCert with a limited, worldwide, non-exclusive and royalty free license to use its name and logo for such purposes.

 

4.6. The provisions of this Section 4 shall survive any termination of this Agreement.

 

5. API

 

5.1. If specified in the Subscription Confirmation that the Client has subscribed for access to InsureCert's application programming interface("API"),the following additional terms apply:

 

5.1.1. InsureCert provides access to its API as part of the Service where specified in the Subscription Confirmation for such fees as set out therein. Subject to the other terms of this Agreement, InsureCert grants Client anon-exclusive, non-transferable, revocable license to interact with the API only for the purposes of interacting with the Service as allowed by the API.

 

5.1.2. Client may not use the API in a manner, as reasonably determined by InsureCert at its sole discretion, that exceeds reasonable request volume or constitutes excessive or abusive usage. If any of these occur, InsureCert can suspend or terminate Client's access to the API on a temporary or permanent basis.

 

5.1.3. InsureCert will maintain and provide access to an API,unless it terminates the API for all customers with notice, as it is not technically feasible or economically viable to continue granting access to theAPI, as determined by InsureCert at its sole discretion.

 

5.1.4. The API is provided on an 'AS IS' and 'WHEN AVAILABLE' basis. InsureCert has no liability to Client as a result of any change,temporary unavailability, suspension, or termination of access to the API.

 

6. Trial Use if specified in the Subscription Confirmation,Client may register for a trial use of the Service free of charge for the time period specific by InsureCert. InsureCert may, at its sole and absolute discretion, disable certain features of the Service and/or limit the size of requests made by Client. All Client Data will be deleted within thirty (30) days after the trial period, unless Client converts its account to a paid Service. Service during the trial is provided"AS IS" and "WHEN AVAILABLE" and InsureCert disclaims all warranties, representations and liabilities set forth in this Agreement and shall not be liable for damages of any kind related to Client's use of the Service.

 

7. Payments

 

7.1. Client must pay all fees as specified in the Subscription Confirmation, if not otherwise specified, payment is due upon receipt of an invoice. Client is responsible for the payment of any and all sales, use, withholding, GST, HST, VAT and other similar taxes. This Agreement contemplates one or more orders for Service, which orders are governed by the terms of this agreement. If Client does not pay the amounts within seven (7) days of the due date, InsureCert may suspend or terminate the Service. In addition, Client may be responsible for any additional charges related to the collection of any outstanding amounts.

 

7.2. Client may pay for the Service online, and InsureCert may charge its credit card for all purchases and for any additional amounts owed InsureCert. Client must provide a valid credit card and hereby explicitly authorize and empower InsureCert to use the credit card for such purpose. If Client's credit card changes or expires, or is revoked, disputed or not valid for any other reason, InsureCert may suspend, terminate or both (without liability) Client's use of the Service upon seven (7) day notice sent to Client via email (using its email address in the Subscription Confirmation).

 

8. Support InsureCert shall use commercially reasonable efforts to make the Service available on a 24x7 basis (twenty-four hours per day, seven days per week) during the term of this Agreement, except for: (i) scheduled system backup or other ongoing maintenance as required by InsureCert and of which notice has been provided to Client, or (ii) for any unforeseen cause beyond InsureCert's reasonable control, including but not limited to, Internet service provider or communications network failures, denial of service attacks or similar attacks, or any force majeure events set forth in this Agreement. InsureCert reserves the right to monitor and reasonably restrict Client's ability to use the Service if Client is using excessive computing resources which are impacting the performance of the Service for other subscribers. InsureCert agrees to notify Client in cases where it restricts such use and to use good faith efforts to determine an appropriate alternative or work-around solution.

 

9. Term

 

9.1 This Agreement commences on the date Client first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

 

9.2 The term of each subscription shall be as specified in the applicable Subscription Confirmation. Except as otherwise specified in a Subscription Confirmation, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year(whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term will be the same as that during the term immediately prior unless InsureCert provides the Client a written notice of a pricing increase at least sixty (60) days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.

 

9.3 Either party may terminate this Agreement for cause (i)upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

 

9.4 If this Agreement is terminated by Client in accordance with this Section Nine (9), InsureCert will refund Client for any prepaid fees covering the remainder of the term of all Subscription Confirmations after the effective date of termination. If this Agreement is terminated by InsureCert in accordance with this Section Nine (9), Client will pay any unpaid fees covering the remainder of the term of all Subscription Confirmations. In no event will termination relieve Client of its obligation to pay any fees payable to InsureCert for the period prior to the effective date of termination.

 

9.5 Upon request by Client made within thirty (30) days after the effective date of termination or expiration of this Agreement, InsureCert will make the Client Data available to Client for export or download as determined by InsureCert. After that thirty (30) day period, InsureCert will have no obligation to maintain or provide Client Data, and will thereafter delete or destroy all copies of Client Data in InsureCert's systems or otherwise in its possession or control, unless legally prohibited.

 

10 Confidentiality

 

10.1 Client shall use its best commercial efforts (and in no case less than the efforts used to protects its own proprietary information of a similar nature) to protect all proprietary, confidential, and/or non-public information pertaining to or in any way connected to the Service, the API, the user interface design and layout, InsureCert's financial, professional and/or other business affairs, and this Agreement (the "Confidential Information").

 

10.2 Client must use the same degree of care that it uses to protect the confidentiality of its own confidential information, but in no event less than reasonable care, not to disclose or use any Confidential Information for any purpose outside the scope of this Agreement (and use of Service). Client must make commercially reasonable efforts to limit access to Confidential Information to those of its employees and contractors who need such access for the purposes consistent with this Agreement and who have signed a confidentiality agreement with Client no less restrictive than the confidentiality terms of this Agreement.

 

10.3 The terms of confidentiality and non-disclosure contained herein shall expire three (3) years from the date of the termination of this Agreement.

 

10.4 Confidential Information excludes information that: (i)is or becomes generally available to the public without breach of any obligation owed to InsureCert; (ii) was known to Client prior to disclosure pursuant to this Agreement without breach of any obligation owed to InsureCert; or (iii) is received lawfully from a third-party under circumstances permitting its use or disclosure to others.Client may disclose Confidential Information to the extent required by law or court order, but will provide InsureCert with advance notice to seek a protective order.

 

11 Limited Warranty InsureCert WARRANTS THAT IT HAS THE POWER AND AUTHORITY TO GRANT THE SUBSCRIPTION FOR THE SERVICE GRANTED TO CLIENT HEREUNDER. EXCEPT FOR THE WARRANTY SET FORTH HEREIN,THE SERVICE IS PROVIDED"AS IS", AND InsureCert DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

12 Limitation of Remedy and Liability CLIENT REPRESENTS THAT IT ACCEPTS SOLE AND COMPLETE RESPONSIBILITY FOR: (A) THE SELECTION OF THE SERVICE TO ACHIEVE CLIENT'S INTENDED RESULTS; (B) USE OF THE SERVICE; AND (C)THE RESULTS OBTAINED FROM THE SERVICE. INSURECERT DOES NOT WARRANT THAT CLIENT'S USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. CLIENT SHALL NOT ASSERT ANY CLAIMS AGAINST INSURECERT BASED UPON THEORIES OF NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, FRAUD, OR MISREPRESENTATION, AND CLIENT SHALL DEFEND INSURECERT FROM ANY DEMAND OR CLAIM, AND INDEMNIFY AND HOLD INSURECERT HARMLESS FROM ANY AND ALL LOSSES,COSTS, EXPENSES, OR DAMAGES, INCLUDING REASONABLE ATTORNEYS' FEES, DIRECTLY OR INDIRECTLY RESULTING FROM CLIENT'S USE OF THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INSURECERT BE LIABLE FOR ANY SPECIAL,INCIDENTAL, INDIRECT,CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR DAMAGES WHATSOEVER(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS)ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED UPON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF INSURECERT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, UNDER NO CIRCUMSTANCES SHALL INSURECERT BE LIABLE FOR ANY LOSS, COSTS, EXPENSES, OR DAMAGES TO CLIENT IN AN AMOUNT EXCEEDING THE ACTUAL AMOUNTS PAID TO INSURECERT BY CLIENT WITHIN THE PRECEDING TWELVE (12) MONTHS UNDER THIS AGREEMENT.

 

13 General Provisions

 

13.1 Monetary Damages Insufficient. Any breach by a Client of this Agreement or violation of the other InsureCert's intellectual property rights could cause irreparable injury or harm to InsureCert and InsureCert may seek a court order to stop any breach or avoid any future breach.

 

13.2 Electronic Notice. For purposes of service messages and notices about the Service, InsureCert may place a notice on its website located at insurecert.ca or InsureCert.io to alert Client of important notices. Alternatively, notice may consist of an email to an email address associated with Client's account with InsureCert. Client understands that InsureCert has no liability associated with Client's failure to maintain accurate contact or other account information.

 

13.3 Governing Law; Forum Selection. This Agreement shall be governed by and will be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada as applicable therein. Anyaction under or concerning this Agreement shall be brought exclusively in the Province of British Columbia. The parties irrevocably agree and consent thatsaid forum is convenient and has jurisdiction to hear and decide any such action.

 

13.4 Headings. The paragraph headings in this Agreement are for convenience only and they form no part of the Agreement and shall not affect the interpretation thereof.

 

13.5 Severability. If any provision of this Agreement shall be held illegal, void, or unenforceable, the remaining portions shall remain in full force and effect.

 

13.6 No Waiver. The delay or failure of either party to exercise any right under this Agreement or to take action against the other party in the event of any breach of this Agreement shall constitute a waiver of such right, or any other right, or of such breach, or any future breaches,under this Agreement.

 

13.7 No Assignment. The Client may not assign or transfer this Agreement or an order to a third party, except that this Agreement may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of the Client. InsureCert may assign this Agreement and all rights and benefits hereunder without the consent of the Client.

 

13.8 No Partnership or Agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as an agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way.

 

13.9 Force Majeure. InsureCert will not be held responsible for any delay or failure in performance of any part of this Agreement if, and to the extent, that the delay or failure is caused by an event or occurrence beyond the reasonable control of the InsureCert and without its fault or negligence,such as, by way of example and not by way of limitation, acts of God, action by any governmental authority (whether valid or invalid), fires, flood, windstorms, explosions, riots, natural disasters, wars, terrorist acts, sabotage,labour problems (including lock-outs, strikes and slowdowns, except for any labour problems of the Party claiming a force majeure event), court order or injunction or any failure of a utility service, transport or telecommunications network.

 

13.10 No Additional Terms. InsureCert rejects additional or conflicting terms of any Client form or purchasing document.

 

13.11 Order of Precedence. If there is an inconsistency between this Agreement and a Subscription Confirmation, the Subscription Confirmation prevails.

 

13.12 Complete Agreement. This Agreement, together with the Confirmation of Service and InsureCert's terms of use and privacy policy, constitutes the entire agreement between the parties with respect to the Service, and supersedes any and all prior or contemporaneous understandings or agreements whether written or oral.

 

13.13 Modification to Terms or Service. InsureCert reserves the right at any time to modify or discontinue the Service (or any part thereof)with or without notice. Prices for using the Service are subject to change upon thirty (30) days' notice from InsureCert, such notice to be provided by posting the changes to https://insurecert.io/ or http://insurecert.ca or by email to the email address to which the Service Confirmation was sent. InsureCert shall not be liable to you orto any third party of any modification, price change, suspension or discontinuance of the Service.

 

 

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