ACCEPTABLE USE POLICY

MY COI, LLC, an Indiana limited liability company ("Company"), develops, markets and licenses its illumend® on-line, software platform (a.k.a. Software-as-a-Service) to streamline insurance compliance, management of third-party documents, and other third-party vetting and compliance needs ("Service"). "You" are an employee, consultant, agent or authorized insurance agent, broker or other similarly-situated third party related to an entity who uses or otherwise accesses the Service ("Customer"). Customer entered into an agreement with Company on a trial or subscription basis for specific Service(s) as set forth either on one or more order form(s) submitted by Customer and accepted by Company, or by Customer through an on-line portal operated by Company ("Agreement"). Your use of the Services is governed by this Acceptable Use Policy and the Privacy Notice found at https://illumend.ai/privacy-policy, including any and all attachments, exhibits or schedules thereto and hereto, each and all attached and incorporated herein by reference, are collectively the "AUP". This AUP specifically excludes and disavows any terms or conditions provided by You or the Customer in any invoice, purchase order, receipt, acknowledgement or other form or document and all such terms and conditions are void and without effect; in the event You are an employee of Customer or are otherwise definitively subject to the Agreement, the terms and conditions of the Agreement take precedence over any conflicting terms or conditions in this AUP.

Company may, in its sole discretion, modify this AUP at any time in its sole discretion effective thirty (30) days after providing notice to You (or as otherwise may be notified through the Service). You are responsible for regularly reviewing any information posted through the Service, including such modified Terms, if any. If You do not agree to the modified AUP, You agree to immediately stop using the Service. CONTINUED ACCESS OR USE OF THE SERVICE AFTER SUCH POSTING (OR OTHER NOTIFICATION) MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS.

SAAS SERVICES AND SUPPORT

Subject to the terms and conditions of this AUP and the Agreement, if any, Company hereby provides You with a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable license to access and use the Services and the Software (as defined below).

Notwithstanding anything else to the contrary in this AUP, Company may suspend Your access to the Services in the event of breach or threatened breach of any term or condition of the AUP, or in the event Company suspects fraudulent or abusive activity from Your account. In such case, Company will provide notice to You as soon as possible, and will restore Your access to the Services promptly after such breach is cured.

Customer hereby agrees and acknowledges that Company necessarily communicates—via email, text message, AI-generated voicemails, and/or other automated or AI-enabled communication tools—with Customer and its users about the Services and its account, including for security purposes (like verification codes) and updates.

RESTRICTIONS AND RESPONSIBILITIES

You will not, directly or indirectly:

• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software");
• modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company);
• use the Services for timesharing, service bureau purposes, benchmarking, or for purposes other than their intended purpose or otherwise for the benefit of a third party;
• use the Services to violate any law, including privacy laws;
• attempt to bypass security measures or access restricted portions of the Services;
• use automated means (bots, scrapers, etc.) to extract data from the Services; or
• remove any proprietary notices or labels from the Services.

You represent, covenant, and warrant that You will use the Services only in compliance with Company's standard published documentation then in effect and all applicable laws and regulations. Although Company has no obligation to monitor Your use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

You shall be responsible for obtaining, maintaining, and the security of any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment").

Company may provide or link to third-party services or integrate with third-party applications. It is Your responsibility to comply with any such third party's respective terms of use or service.

CONFIDENTIALITY; PROPRIETARY RIGHTS

Each party ("Receiving Party") understands that the other party ("Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business ("Proprietary Information"). Proprietary Information means any information provided by the Disclosing Party to the Receiving Party that is marked or otherwise identified as "confidential" or "proprietary" and concerning such Disclosing Party's business or operations, including all other information which would, due to the nature of the information disclosed or the circumstances surrounding such disclosure, appear to a reasonable person to be confidential or proprietary (despite a lack of marking or other identification). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (w) is or becomes generally available to the public, or (x) was in its possession or known by it prior to receipt from the Disclosing Party, or (y) was rightfully disclosed to it without restriction by a third party, or (z) was independently developed without use of any Proprietary Information of the Disclosing Party. To the extent the Receiving Party is required by law to disclose Confidential Information of the Disclosing Party, it shall provide notice thereof to the Disclosing Party (if permitted) and cooperate with the Disclosing Party in limiting any such disclosure; and any such disclosure pursuant thereto shall not be deemed a breach of this Section.

Company shall own and retain all rights, title and interest in and to (a) the Services and Software, all improvements, derivatives, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services, Software or support, and (c) all intellectual property rights related to any of the foregoing, including but not limited to any patents, copyrights, copyright registrations and applications, trade secrets, and know-how, databases, data compilations and collections, customer and technical data, software applications, programs and code, trademarks, trade names, logos, service marks, designs, emblems, signs, insignia, slogans, other similar designations of source or origin, domain names and web addresses, and any registrations or applications for registration for any of the foregoing used in or relating to the provision of the Services or Company's business or operations more generally. Except as expressly set forth in this AUP, Company grants no other rights or licenses, express or implied.

Notwithstanding anything to the contrary herein, Company 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's data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose and distribute such data, solely in aggregate or other de-identified form, in connection with its business.

TERM AND TERMINATION

Subject to the Agreement, this AUP commences on the effective date between Company and Customer and continues for one (1) year and thereafter automatically renews for successive one-year periods ("Term"), unless either Company or Customer provides notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

In addition to any other remedies it may have, either party may terminate this AUP immediately upon notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this AUP and fails to cure such breach within the thirty-day period.

WARRANTY AND DISCLAIMER

The Software uses artificial intelligence (AI) and machine learning, including auto-generated responses and other automated features. AI and machine learning are rapidly evolving technologies and the information provided by it may be incorrect, incomplete or misleading. You acknowledge that any reliance on AI-generated responses is at Your own risk. Company shall only be responsible to Customer and/or any third party for active, data entry decisions made by Company in its use of the Services on behalf of Customer. Company DOES NOT GUARANTEE THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY OUTPUT GENERATED BY AI IN THE USE OF THE SERVICES OR SOFTWARE. You understand and agree: (i) Output may not always be accurate and you should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice, and (ii) Output must be evaluated for accuracy and appropriateness for its use case, including using human review as appropriate, before using or sharing output from the Services.

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. NOTWITHSTANDING THE FORGOING, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AUP RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS IN EXCESS OF THE GREATER OF ANY FEES PAID BY COMPANY TO COMPANY FOR YOUR USE OF THE SERVICE OR FIFTY ($50.) DOLLARS; IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MISCELLANEOUS

This AUP will be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles. In any action or suit to enforce any right or remedy under this AUP, the prevailing Party will be entitled to recover its costs, including reasonable attorneys' fees. If a dispute arises, the parties shall first try to resolve it internally. If the parties are unable to resolve the dispute, the parties agree to submit the dispute to exclusive and binding arbitration in front of one arbitrator in Indianapolis, Indiana, and pursuant to the rules of a nationally-recognized dispute resolution entity. Each party shall bear its own costs of arbitration. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Judgment from arbitration is enforceable in state or federal court, as applicable.

If any provision of this AUP is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this AUP will otherwise remain in full force and effect and enforceable. This AUP is not assignable, transferable or sublicensable by You except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this AUP without consent in the event of a merger, acquisition, or to a subsidiary or affiliate controlled by, or under common control with, Company. This AUP is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings regarding your use of the Services, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this AUP and You do not have any authority of any kind to bind Company in any respect whatsoever. All notices under this AUP will be in writing (including via email) and will be deemed to have been duly given when received, if personally delivered or emailed; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.