1.               Purpose and Mutual Obligations.
During the term of the SaaS Agreement and pursuant to the confidentiality, security, and privacy obligations set forth therein, the Data acquired by Company from one or more Reports shall be made available to the Agency through the Platform solely for the purpose of Agency’s internal analysis and review in connection with its insurance business operations (the “Purpose”).Each Data Sharing Party will identify a single point of contact to act as a liaison between each such party and the Company with regard to the sharing of Data. Either Data Sharing Party may at any time identify and introduce to the other parties to this Agreement a replacement or substitute point of contact.  

2.               General Use and Disclosure. Neither Data Sharing Party shall use or disclose any Data (including the other party’s confidential information or any analyses, compilations, derivations, derivative works, results and similar outputs created by Company pursuant to the SaaS Agreement), directly or indirectly, for any reason other than in support of the Purpose defined in paragraph1.  

3.               Limited Platform License. During the term of this Agreement, Agency shall have the limited right to access and use the Platform solely in connection with the Purpose. Agency’s right to access and use the Platform is subject to the same terms, conditions, and restrictions set forth in the SaaS Agreement, including but not limited to the following prohibited conduct where Agency shall not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or make the Services available to any third party, other than authorized Users in furtherance of its internal business purposes as expressly permitted by this Agreement; (b) use the Services to Process data on behalf of any third party other than Users or Affiliates; (c) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (d) falsely imply any sponsorship or association with Company or the AgencyKPI Group, (e) knowingly use the Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights; (f) use the Services to send unsolicited or unauthorized bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (h) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services; (j) use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the Services to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103,unless expressly agreed to otherwise in writing by Company; (l) use the Services to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (m) use or launch any automated system that accesses a Service (i.e., bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; or (n) attempt to use, or knowingly use the Services in violation of this Agreement. 

‍4.               Term and Termination. This Agreement shall be effective as of the Effective Date and shall continue for so long as the SaaS Agreement remains in effect, unless otherwise terminated as provided herein. This Agreement may be terminated by a party without cause upon thirty (30) days advance written notice to the other parties hereto, or immediately upon a material breach of this Agreement. 

5.               Effect of Termination. Upon termination of this Agreement, Agency’s access to the Platform shall automatically terminate and Agency shall immediately discontinue its use thereof. Agency shall be entitled to retain any of its Data previously accessed from the Platform. Agency understands and agrees that Company has no obligation to maintain or provide any Data to Agency beyond the term of this Agreement. 

6.               Remedies. In the event of a breach of this Agreement by a party, the non-breaching party shall be entitled to immediately terminate this Agreement in accordance with paragraph 3.  

7.               Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a partnership, employment relationship, joint venture, agency, or other association of any kind. 

8.               Survival. Any provision of this Agreement that on templates performance, observance, or enforcement subsequent to the termination of his Agreement shall survive the termination and remain in full force and effect among the parties.

9.               Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned without prior written approval of the parties hereto. 

10.           Legal and Regulatory Compliance. This Agreement shall automatically be amended as necessary to comply with applicable state and federal laws and regulations, including incorporation of any provisions now or hereafter applicable to the subject matter hereof and/or required to be included by any federal or state governmental authority with relevant jurisdiction over the subject matter hereof. 

11.           Governing Law. This Agreement shall be governed by the laws of Texas, without reference to conflict of laws principles and any disputes under this Agreement shall be resolved in a court of general jurisdiction in Travis County, Texas. 

‍12.           Counterpart Execution. This Agreement may be executed in two or more identical counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. 

‍13.           Entire Agreement and Modifications. This Agreement constitutes the entire understanding among the parties regarding the subject matter hereof. Except as provided in paragraph 9 of this Agreement, no modification to this Agreement shall be binding upon the parties unless evidenced in the form of a written amendment hereto signed by the parties. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. The alleged or determined invalidity of any one term or provision of this Agreement shall not affect the validity of any other terms.