INSURMI MASTER TERMS AND CONDITIONS

BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE MASTER TERMS AND CONDITIONS (THIS “AGREEMENT”) OR BY EXECUTING AN ORDER DOCUMENT OR WEBPAGE THAT REFERENCES THIS AGREEMENT (AN “ORDER FORM”) OR BY OTHERWISE USING OR ACCESSING THE INSURMI PLATFORM (AS DEFINED BELOW) (THE “ACCEPTANCE”), YOU AGREE YOU HAVE READ AND ARE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE INSURMI PLATFORM.  

This Agreement, by and between Customer and Insurmi Inc. (“Insurmi”), is effective as of the date of Acceptance (the “Effective Date”) and governs Customer’s use of Insurmi’s conversational A.I. technology software-as-a-service platform, including any software, documentation or data related thereto (the “Insurmi Platform”).  Each of Insurmi and Customer may be referred to herein individually as a “party” or collectively as “parties.

  1. ACCESS TO PLATFORM.
  1. Access to Platform.  Subject to the terms and conditions of this Agreement, Insurmi will use commercially reasonable efforts to provide Customer access to and use of the Insurmi Platform, and hereby grants Customer the limited, non-exclusive, non-transferable, non-sublicenseable right to access and use the Insurmi Platform solely for Customer’s internal business purposes.  Insurmi will provide Customer with reasonable technical support  services in accordance with Insurmi’s standard practice.
  1. License Restrictions.  Customer will not use the Insurmi Platform for any purpose other than the purposes expressly set forth herein.  To the extent permitted by law, Customer shall not (directly or indirectly): (i) modify, copy, duplicate, download, reverse engineer, disable, decompile, translate, disassemble, create any derivative work of, or otherwise attempt to extract any or all of the source code, algorithms, proprietary technology, or analytics from, the Insurmi Platform; (ii) license, sublicense, sell,  resell, rent, lease, lend, transfer, assign, distribute, time share, offer in a service bureau, or commercially exploit the Insurmi Platform, use the Insurmi Platform to provide hosting services to third-parties, or otherwise make the Insurmi Platform available to any third-party other than as permitted under this Agreement; (iii) disable, interfere with or circumvent any aspect of the Insurmi Platform; (iv) interfere with other users use of the Insurmi Platform; (v) engage in, promote or encourage illegal activity or the violation of the legal rights of third-parties; (vi) generate, distribute, publish, facilitate or send unsolicited commercial messages (“spam”) in violation of applicable law; (vii) copy any features, functions, integrations, interfaces or graphics of the Insurmi Platform; (ix) send or store known viruses, worms, time bombs, Trojan horses, and other harmful, destructive, deceptive or malicious code, files, scripts, agents or programs; (x) send or store infringing, obscene, threatening, defamatory, obscene, racially or ethically offensive, libelous, fraudulent or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party rights, including privacy rights; (xi) interfere with or disrupt the integrity or performance of the Insurmi Platform or the data contained therein; or (xii) gain or attempt to gain, or fail to use commercially reasonable efforts to protect against, the unauthorized access to the Insurmi Platform or its related systems or networks or to the data of another Insurmi customer.  
  1. Customer Responsibilities.  Customer will (i) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Insurmi Platform, including without limitation, modems, hardware, server, software, operating system, networking, web servers and the like (collectively, “Equipment”); (ii) be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords and/or PIN) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent;  (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Insurmi Platform and notify Insurmi promptly of any such unauthorized access or use; (iv) use the Insurmi Platform only in compliance with Insurmi’s standard published policies then in effect and all applicable laws and regulations; (v) provide all required privacy and other notices and obtain all necessary consents and authorizations for Insurmi to use data to perform its obligations under this Agreement, including but not limited to those outlined in Section 2.3.  Although Insurmi has no obligation to monitor Customer’s use of the Insurmi Platform, Insurmi may do so and may prohibit any use of the Insurmi Platform it believes Customer may be (or is alleged to be) in violation of the foregoing. 
  1. Data Security.  Insurmi will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer data uploaded by or on behalf of Customer to the Insurmi Platform (“Customer Data”); (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data.  Insurmi will not materially diminish the protections provided in this Section during the term of this Agreement.
  1. Evaluation Services.  From time to time, Customer may be invited to try certain services at no charge for a free trial or evaluation period or if such services are not generally available to customers (collectively, “Evaluation Services”).  Evaluation Services will be designated as beta, pilot, evaluation, trial, limited release or the like.  Evaluation Services are for Customer’s internal evaluation purposes only and are provided “as is” without warranty of any kind, and may be subject to additional terms.  Insurmi may make Evaluation Services available to Customers that are Carriers or Agencies. “Carrier” means a single entity that writes insurance policies, pays claims and carries all the risk associated with the policies it writes. “Agency” means an individual or company authorized by a Carrier to sell the insurer’s products.  Unless otherwise stated, any Evaluation Services trial period for Agencies will expire fourteen (14) days from the trial start date.  Insurmi may discontinue Evaluation Services at any time in its sole discretion and may never make them generally available.  Insurmi will have no liability for any harm or damage arising out of or in connection with any Evaluation Services.
  1. OWNERSHIP; RESERVATION OF RIGHTS.  
  1. Proprietary Rights.  Customer acknowledges and agrees that, as between the Parties, Insurmi retains all right, title and interest in and to the Insurmi Platform, Insurmi’s Confidential Information, and all intellectual property rights therein and thereto.  Insurmi grants no, and reserves any and all, rights other than the rights expressly granted to Customer under this Agreement with respect to the Insurmi Platform.  Customer will acquire no right, title, or interest in and to the Insurmi Platform other than the limited licensed rights expressly granted under this Agreement.  Customer exclusively owns all right, title and interest in and to the Customer Data and Customer’s Confidential Information.
  1. Feedback.  Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Insurmi with respect to the Insurmi Platform or Evaluation Services (as defined below).  Insurmi will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality.  Customer hereby grants to Insurmi a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback, and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.
  1. Data Usage Rights.  Customer acknowledges that a fundamental component of the Insurmi Platform is the use of artificial intelligence and machine learning for the purpose of improving and providing Insurmi’s products and services.  Notwithstanding anything to the contrary, Insurmi shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Insurmi Platform and related systems and technologies (including, without limitation, information concerning Customer 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 such data solely in aggregate or other de-identified form in connection with its business.  No rights or licenses are granted by Customer with respect to Customer Data, except as expressly set forth herein.
  1. FEES; PAYMENT TERMS.
  1. Fees.  To the extent the Insurmi Platform or any portion thereof is made available for any fee (“Fees”), Customer will be required to select a payment plan and provide Insurmi’s designated payment processor information regarding your credit card or other payment instrument.  Customer represents and warrants that such information is true and that Customer is authorized to use the payment instrument.  You will promptly update your account information with any changes (for example, a change in billing address or credit card expiration date) that may occur.  Customer agrees to pay Insurmi the amount that is specified in the payment plan in accordance with the terms of such plan and this Agreement.  You hereby authorize Insurmi (via Insurmi’s designated payment processor) to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If Customer’s use of the Insurmi Platform exceeds the service capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.  Insurmi 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 or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).  Payment obligations are non-cancelable and fees paid are non-refundable (except as expressly stated otherwise under this Agreement).   
  1. Payment Terms.  Insurmi may choose to bill through an invoice,  in which case, full payment for invoices issued in any given month must be received by Insurmi 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 access to and use of the Insurmi Platform.  If any past due payment has not been received by Insurmi within thirty (30) days from the time such payment is due, Insurmi may suspend access to the Insurmi Platform until such payment is made.   
  1. Net of Taxes.  All amounts payable by Customer to Insurmi hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, knowhow payments, customs, privilege, excise, sales, use, valueadded and Platform taxes (collectively “Taxes”).  Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Insurmi.  Customer will not withhold any Taxes from any amounts due Insurmi. 
  1. TERM; TERMINATION.
  1. Term.  The term of this Agreement will commence on the Effective Date and continue until terminated as set forth below.  Except as set forth in such Order Form, the term of this Agreement will automatically renew for successive renewal terms equal to the length of the initial term of this Agreement, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
  1. Termination.  Each party may terminate this Agreement upon written notice in the event (a) the other party commits any material breach of this Agreement and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.
  1. Effect of Termination.  In the event that this Agreement expires or is terminated for any reason, all rights with respect to the Insurmi Platform will immediately terminate, and Customer will (a) cease use of the Insurmi Platform; (b) return to Insurmi or destroy, in Insurmi’ sole discretion, all copies or other embodiments of Insurmi’s Confidential Information; and (c) pay to Insurmi all amounts due and owing under this Agreement.   
  1. Survival.  All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
  1. CONFIDENTIALITY. 
  1. Definition of Confidential information.  “Confidential Information” means, subject to the exceptions set forth in Section 5.2 hereof, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a party to the other party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure; provided, however, that reports and/or information related to or regarding business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers billing records, and products or services will be deemed Confidential Information even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in Section 5.2 hereof.  For the avoidance of doubt, the Insurmi Platform is Confidential Information of Insurmi.
  1. Exceptions to Confidential Information.  Confidential Information will not include any information which: which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
  1. Use and Disclosure of Confidential Information.  Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder.  However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law.  Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers.  Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure.  In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.  Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
  1. REPRESENTATIONS AND WARRANTIES; DISCLAIMER. 
  1. Representations and Warranties.  Each party represents and warrants to the other party that (a) such party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties.  The Customer represents and warrants that any Customer Data disclosed or transferred to, or accessed, compiled or otherwise processed by, Insurmi pursuant to the Agreement has been lawfully obtained and that all relevant data subjects have been provided all notices and/or granted all consents as are required under applicable privacy laws for the disclosure and use of their personal information as contemplated hereunder.  Insurmi will use reasonable efforts consistent with prevailing industry standards to maintain the Insurmi Platform in a manner which minimizes errors and interruptions.  Notwithstanding the foregoing, the Insurmi Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Insurmi or by third-party providers, or because of other causes beyond Insurmi’s reasonable control, but Insurmi will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  However, Insurmi 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.  

 

  1. Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE INSURMI PLATFORM IS PROVIDED ON AN “AS-IS” BASIS AND INSURMI DISCLAIMS ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER.  INSURMI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.  INSURMI DOES NOT WARRANT THAT THE INSURMI PLATFORM IS ERROR-FREE OR THAT OPERATION OF THE INSURMI PLATFORM WILL BE SECURE OR UNINTERRUPTED.      
  1. LIMITATIONS OF LIABILITY.
  1. Disclaimer of Consequential Damages.  EXCEPT FOR (A) CUSTOMER’S BREACH OF SECTION 1.2 (LICENSE RESTRICTIONS AND RESPONSIBILITIES) ABOVE AND (B) EITHER PARTY’S BREACH OF SECTION 5 (CONFIDENTIALITY) ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.  
  1. General Cap on Liability.  EXCEPT FOR (A) CUSTOMER’S BREACH OF SECTION 1.2 (LICENSE RESTRICTIONS AND RESPONSIBILITIES) ABOVE, (B) EITHER PARTY’S BREACH OF SECTION 5 (CONFIDENTIALITY) ABOVE, AND (C) LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTIONS 8.1 AND 8.2 BELOW, AS APPLICABLE, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID AND PAYABLE BY CUSTOMER TO INSURMI UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.  THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.  
  1. Independent Allocations of Risk.  EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES.  EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
  1. INDEMNIFICATION.
  1. Indemnification by Insurmi.  Insurmi will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Insurmi Platform as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against (or any settlement approved by Insurmi) Customer in connection with any such Claim.  If the use of the Insurmi Platform by Customer has become, or in Insurmi’s opinion is likely to become, the subject of any claim of infringement, Insurmi may at its option and expense (i) procure for Customer the right to continue using and receiving the Insurmi Platform as set forth hereunder; (ii) replace or modify the Insurmi Platform to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate this Agreement and provide a pro rata refund of any prepaid fees corresponding to the terminated portion of the applicable subscription term.  Insurmi will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) use of the Insurmi Platform by Customer not in accordance with this Agreement; (B) modification of the Insurmi Platform by any party other than Insurmi without Insurmi’s express consent; (C) Customer Confidential Information or Customer Data or (D) the combination, operation or use of the Insurmi Platform with other applications, portions of applications, product(s) or services where the Insurmi Platform would not by itself be infringing (clauses (A) through (D), “Excluded Claims”).  This Section states Insurmi’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.
  1. Indemnification by Customer.  Customer will defend Insurmi against any Claim made or brought against Insurmi by a third party arising out of the Excluded Claims or in connection with any use by Customer of the Insurmi Platform in violation of this Agreement, and Customer will indemnify Insurmi for any damages finally awarded against (or any approved settlement) Insurmi in connection with any such Claim.
  1. Indemnification Procedure. If a Customer or a Insurmi (each, an “Indemnified Party”) becomes aware of any matter it believes it should be indemnified under Section 8.1 or Section 8.2, as applicable, involving any Claim against the Indemnified Party by any third party, the Indemnified Party will give the other Party (the “Indemnifying Party”) prompt written notice of such Claim.  The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Claim with counsel of its own choosing.  Any compromise or settlement of a Claim will require the prior written consent of both parties hereunder, such consent not to be unreasonably withheld or delayed.
  1. GOVERNMENT MATTERS.  Customer may not remove or export from the United States or allow the export or re-export of the Insurmi Platform, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the Insurmi Platform (including the software, documentation and data related thereto) are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
  1. GENERAL.  
  1. Publicity.  Customer agrees that Insurmi may refer to Customer’s name and trademarks in Insurmi’s marketing materials and website; however, Insurmi will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).
  2. Unenforceability.  The terms and conditions of this Agreement are severable.  If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  
  3. Assignment.  Neither party may assign this Agreement without the other party’s prior written consent; provided, that, either party may assign this Agreement without such consent to an affiliate or to a successor to all or substantially all of the business or assets to which this Agreement relates, whether by sale of stock, sale of assets, merger, reorganization or otherwise.  Any assignment or attempted assignment by either party in violation of the foregoing will be null and void.  Subject to the foregoing, this Agreement will be binding on the Parties and their successors and assigns. 
  4. Entire Agreement; Priority.  Both Parties agree that this Agreement and any applicable Order Form(s) are the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein.  To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and an Order Form, the terms of this Agreement will prevail, unless the Order Form expressly amends a provision in this Agreement.  
  5. Relationship of the Parties.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever.  
  6. Notice.  All notices under this Agreement will be in writing and sent to the recipient’s address as provided (in the case of Customer, at the contact information provided; in the case of Insurmi, at hello@insumri.com), and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; 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.  
  7. Force Majeure.  Other than payment obligations due under this Agreement, each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a party’s financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”).  Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event.  Except as otherwise agreed upon by the Parties in writing, in the event such non-performance continues for a period of thirty (30) days or more, either party may terminate this Agreement by giving written notice thereof to the other party.  
  8. Governing Law.  This Agreement will be governed by the laws of the State of Arizona without regard to its conflict of laws provisions.  For all disputes relating to this Agreement, each party submits to the exclusive jurisdiction of  the state and federal courts located in Maricopa County Arizona and waives any jurisdictional, venue, or inconvenient forum objections to such courts.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  
  9. Amendment; Waiver.  No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties.  Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision.  Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.