TAM

CLICK-WRAP LICENSE AGREEMENT for TAM / VISION / EPIC™

Applied Systems

NOTICE – PLEASE READ CAREFULLY BEFORE INSTALLING/USING THIS SOFTWARE. THIS IS A LEGAL AGREEMENT BETWEEN YOU, EITHER FOR YOURSELF INDIVIDUALLY OR ON BEHALF OF THE ENTITY THAT PURCHASED THE LICENSE TO THIS SOFTWARE, (“lICENSEE”) AND APPLIED SYSTEMS. by installing/using this software, licensee agrees to the following terms and conditions.

the terms and conditions of this agreement control to the extent they directly conflict with any terms or conditions CONTAINED IN ANY PRIOR AGREEMENT, INCLUDING PRIOR SCHEDULES, PROPOSALS, LICENSES, ADDENDA, AND/OR CHANGE ORDERS, between licensee and applied systems, unless otherwise stated therein.

1. GENERAL.

1.1 Subject of Agreement. Applied Systems develops, markets, licenses, and distributes automation solutions, technology, and services for the financial and insurance industry. In particular, Applied Systems licenses proprietary agency management systems, including The Agency Manager® (or TAM®), TAMCloud®, Vision®, VisionOnline®, Epic™, and EpicOnline™ to insurance agents and brokers for use in managing insurance agencies and brokerages, as well as other proprietary software applications and modules ancillary to these agency management systems (all of which may be referred to individually or collectively as “Applied Software”). Applied Systems distributes and licenses Applied Software through various deployment methods and environments, including Local Area Networks (“LAN”), Wide Area Networks (“WAN”), and Authorized Application Service Providers (“ASP’s”). In addition to Applied Software, Applied Systems provides ancillary third-party software licenses (collectively with Applied Software and accompanying Documentation, “Software”), equipment (“Equipment”), and services (“Services”). The specific Software, Equipment, and Services obtained by Licensee from Applied Systems are set forth in Schedule A (the “Proposal”) and/or replacements and supplements thereto. Access to this Software, Equipment, and Services is subject to the terms of this Agreement. The term “Documentation” includes, but is not limited to, instructions, user manuals, and other information, whether in print, on-line, electronic, or other form.

1.2 Change Orders & Modifications. Access to additional Software, Equipment, or Services acquired by Licensee after execution of this Agreement shall be processed as change orders to this Agreement (“Change Orders”). Change Orders are subject to the terms of this Agreement, except to the extent they are modified by the terms contained in the Change Order and/or a designated license or schedule that may accompany it. Modifications of terms of the Agreement may be made by Applied Systems and shall be accepted by Licensee through: (a) acceptance of Change Orders or schedules; (b) payment of invoices containing additional terms; (c) acceptance of terms through a so called "click-wrap" mechanism in the Software or other electronic agreements; or (d) a written addendum signed by the parties.

1.3 Priority of Agreements. In the event of a direct conflict between the terms of this Agreement and any Change Order, license or schedule, the following priority of documents shall control: 1st: Change Orders; 2nd: Designated schedules and licenses; 3rd: The Proposal; and 4th: This Agreement.

1.4 Payment of Fees and Taxes. The fees for access to the Software, Equipment, and/or Services are set forth in the applicable Proposal, schedule, or Change Order. All fees are in U.S. dollars, and all are due and payable upon invoice by either automatic checking account withdrawal or credit card, unless expressly stated otherwise. All fees are earned upon receipt by Applied Systems. Licensee shall pay any and all customs, sales, use, property, excise, or other taxes due or assessed in connection with the acquisition of access to Software, Equipment, or Services, exclusive of taxes based on Applied Systems' income. If Licensee disagrees with any taxes or assessments charged by Applied Systems, Licensee will pay the amount regardless so that Applied Systems is not penalized by the taxing or assessing authority. Licensee may then seek a refund from the appropriate taxing or assessing authority, and Applied Systems will reasonably assist Licensee, at Licensee’s expense.

1.5 Delivery and Shipping. Applied Systems shall deliver, and Licensee shall take delivery of, the Software and/or Equipment thirty (30) days after the Effective Date, subject to availability of Equipment from suppliers and upon Applied Systems’ receipt of payment from Licensee. Applied Systems shall deliver the Software as specified in the Proposal. If the Software is being deployed via an ASP (e.g., TAMCloud or VisionOnline or EpicOnline) and Applied Systems has received payment, Applied Systems shall connect Licensee to the Software within 120 days of the Effective Date. Delivery shall be made in consultation with Licensee but according to Applied Systems' implementation plans and policies. The parties may agree to different delivery terms in writing.

1.6 Failure to Accept Delivery. If Licensee fails to take delivery within 90 days after the Effective Date (or fails to connect to the ASP within 180 days if the Software is deployed via an ASP), Applied Systems may modify the fees of the Software, Services, and Equipment to reflect its then-current rates. Licensee shall have 30 days after written notice to reject the modifications and terminate this Agreement; otherwise the modifications shall be deemed accepted by Licensee. Regardless, all deposits become non-refundable 90 days after the Effective Date.

1.7 Term, Termination, and Cancellation. This Agreement shall be effective when Licensee activates or otherwise accesses the Software (“Effective Date”). This Agreement shall continue until terminated or cancelled by either party if and as provided in this Agreement or as provided by law. In addition, Applied Systems may cancel this Agreement, in whole or in part, if Licensee materially breaches it (e.g., failure of Licensee to pay Applied Systems any sums due for any licenses or services it has provided). Except where specifically noted (e.g., support, maintenance, and access fees for ASP-based Software [“SMA fees”]), the failure to renew a software support subscription shall not be construed as a material breach.

1.8 Effect of Termination or Cancellation. Upon termination or cancellation: (a) all licenses granted to Licensee under this Agreement will immediately cease; (b) Licensee will promptly discontinue use, uninstall, and return all Software; and (c) all amounts owed by Licensee to Applied Systems shall immediately become due. Upon written request, Applied Systems will send a copy of Licensee’s data that Applied Systems may have in its possession within seven (7) business days of full payment by Licensee of any outstanding balances. Applied Systems may charge for reasonable time, material, media, and shipping fees for the shipment of Licensee’s data.

2. LICENSE GRANT AND RESTRICTIONS.

2.1 Limited Use License. Subject to the terms and limitations contained in this Agreement (including any and all accompanying schedules, Proposals, licenses, addenda, and/or Change Orders), Applied Systems hereby grants Licensee a personal, non-transferable, non-exclusive, and limited license to use the Applied Software identified in the Proposal or a schedule or Change Order, including Updates thereto (defined below), in machine-readable format only, and associated Documentation, solely for internal business purposes in connection with managing Licensee’s insurance agency or brokerage and solely on Licensed Servers (defined below). Subject to the termination and cancellation provisions in this Agreement and except as otherwise noted, the foregoing license is perpetual for Applied Software deployed via a LAN or WAN. All use of the Applied Software must be in accordance with the Documentation. Applied Systems reserves all rights to the Applied Software and Documentation that are not specifically granted herein.

2.2 Scope of License. All licenses granted under this Agreement (including any and all accompanying schedules, Proposals, licenses, addenda, and/or Change Orders) extend to the United States and its territories only. Any use of the Software or Documentation not authorized or beyond the scope of the licenses granted under this Agreement is prohibited.

2.3 Authorized Servers and Users. The Applied Software contains server components and may include client components. Licensee may only install and utilize the server portion of the Applied Software on the number of file servers ("Licensed Servers") for which it has paid the appropriate server/base license fees and system deployment utilities fee, if any. The client portion of Applied Software may only be installed on workstations accessing the Licensed Servers. (A single user system may have both the server portion and client portion of the Applied Software installed on a single workstation.) Licensee may allow only those users for which it has paid the appropriate license fees to access the Applied Software (“Authorized Users”). Licensee may install Applied Software on additional servers or may increase the number of Authorized Users by paying the applicable fees. Licensee shall not divide or apportion the Applied Software on other servers (e.g., convert a WAN to multiple LANs) without authorization from Applied Systems and payment of the appropriate fees.

2.4 No Service Bureaus, Sub-licensing, and Private Labeling. The Software may not be used in a service bureau or similar implementations. The term "service bureau" shall be broadly defined to include any sale or lease of computer time, manpower, or computational support, including, but not limited to, deploying the Software as or through an application service provider or other remote access solution provided from or to third parties. For the avoidance of doubt, a third party may not host the Software for Licensee's benefit without Applied Systems' written permission. This permission may be withheld at Applied Systems' sole discretion. Licensee may not: (a) use the Software as part of a third-party “private labeling” transaction; or (b) re-license, or, effectively, sub-license the Software.

2.5 Confidentiality and Access. Licensee acknowledges and agrees that the Software (including but not limited to Applied Software) and Documentation constitute and/or contain valuable trade secrets and other confidential and proprietary information owned by Applied Systems or its licensors and that unauthorized use or disclosure of the Software or Documentation is prohibited and may be illegal. Licensee further acknowledges and agrees that this Agreement does not authorize Licensee to use or disclose the Software or Documentation other than as prescribed in this Agreement without the prior written consent of Applied Systems. Licensee shall not disassemble, decompile, reverse-engineer, or otherwise translate the Software nor authorize any other party or person to do so. Licensee shall not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that appear in or on any Software or Documentation nor allow another to do so. Licensee will treat the Software and Documentation in the same manner it treats its own confidential and proprietary information, but not less than is necessary under the circumstances to maintain the confidentiality of the Software and Documentation. Licensee shall disclose the Software or Documentation only to those of its Employees (defined as Licensee’s common law or statutory employees, insurance agents, and insurance producers) with a need to know who are: (a) residents of and located in the United States or its territories and (b) contractually obligated under terms no less restrictive than those in this Agreement to keep the Software and Documentation confidential and not to use the Software and Documentation through any unauthorized means or for any unauthorized purpose. Licensee shall be strictly liable for any violation of the confidentiality obligations in this Agreement by its Employees. This Section shall survive termination or cancellation of this Agreement.

2.6 Title and Interest. All right, title, and interest, including copyright and other intellectual property rights, in and to the Software, the media on which the Software is delivered, and the Documentation shall remain the property of Applied Systems or its licensors. Any modifications of the Applied Software (e.g., corrections, patches, Updates, custom programming, or enhancements), as well as ideas or suggestions made by Licensee for program improvements, shall be the property of Applied Systems and be subject to this Agreement. Licensee is not authorized to make any such modifications of or to implement any such program improvements to the Applied Software. To the extent it does notwithstanding this provision, Licensee automatically assigns, upon their creation, to Applied Systems the ownership of such modifications and/or improvements, including copyright interests and any other intellectual property interests, without the necessity of further consideration and without any claim that Applied Systems has waived Licensee’s breach of this provision. For the avoidance of doubt, this Agreement does not give Licensee any right to develop derivative works or to otherwise duplicate the Software or the Documentation except as expressly provided herein or to transfer the Software or the Documentation without the prior written consent of Applied Systems.

2.7 Copying and Archiving. Licensee shall not reproduce or copy the Software or Documentation, in whole or part, except that Licensee may: (a) retain two (2) copies of the Software for archival and restoration purposes (including keeping one copy at the restoration facility); (b) back-up the Software incidentally to back-up of its data as provided for in the Documentation; and (c) use the Software within the manner described in the Documentation. Subsection (a) is not applicable to Software that is deployed and accessed via an ASP.

2.8 Interface Modules. If indicated in the Proposal or a Change Order and if Licensee has paid all applicable fees, the limited use license granted hereunder includes functionality that allows electronic data exchange (“Interfacing”) between the Applied Software and participating insurance companies and other third parties involved in the buying, selling, and servicing of insurance (individually and collectively, “Company”) via transactions networks (e.g., IVANS) that are expressly approved by Applied Systems (“Approved Transactions Network”). Licensee acknowledges that Companies and Approved Transactions Networks may have certain requirements for Interfacing. Licensee agrees that it is its responsibility to obtain and satisfy those requirements. Applied Systems assumes no obligation or duty relating to such matters. Licensee acknowledges that Applied Systems cannot obligate any Company to allow Interfacing with the Applied Software. Licensee acknowledges that each Company is responsible for registering those agencies participating in that Company’s interface program with Applied Systems. Licensee is responsible for external communications (e.g., modem type and configuration, Internet browser type, Internet service providers, telecommunications equipment, etc.) with Company via the Approved Transactions Network.

3. SUPPORT and MAINTENANCE.

3.1 Eligibility for Support. Applied Systems shall provide technical support ("Support") for the period set out in the Proposal (“Initial Period”). After the Initial Period, Licensee may obtain Support by paying the applicable periodic fees then-offered by Applied Systems (e.g., annual Software Subscription fees for LAN-deployed Software, monthly SMA fees for ASP-deployed Software, etc.), billable to Licensee at Applied Systems' then-current rates. Support is not offered for all products, and Applied Systems reserves the right not to renew Licensee’s Support eligibility for subsequent periods. In addition, Applied Systems reserves the right to modify or change the frequency, type, cost, or other terms of Support upon 30 days prior notice to Licensee.

3.2 Description of Support. Support shall consist of unlimited toll-free telephone and e-mail assistance but shall be limited to: (a) answering general questions on the use of the Software and Equipment acquired from Applied Systems; (b) diagnosing and trouble-shooting issues or problems relating to the use of the Software and Equipment; and (c) attempting to resolve problems related to the use of the Software with the Equipment. As part of Support, Applied Systems may post a listing of known-and-replicated errors, work-around solutions, procedures, self-help tools such as a technical support knowledge base or technical support tips and comments, and other information concerning the Software and/or Equipment on a non-public section of the Applied Systems website. Licensee agrees to refer to these postings, self-help tools, and the Documentation in an attempt to answer its own support questions or issues prior to requesting Support. Support options or tools may be limited for older versions of the Software.

3.3 Authorized Environment. Licensee agrees to use the Software only in an "Authorized Environment". An Authorized Environment means computer equipment and operating system(s) that: (a) conform to Applied Systems' minimum or recommended requirements for each version of the Applied Software and (b) are configured and installed consistent with, and in the manner directed by, Applied Systems' technical specifications and directions. Applied Systems will publish information regarding the Authorized Environments for each version of the Applied Software on its Web Site or through other media. Licensee's failure to provide an Authorized Environment may affect the operation of the Software and/or Applied Systems' ability to provide accurate or timely Support. Applied Systems may decline to provide Support for Software that Licensee operates in an un-Authorized Environment. Applied Systems reserves the right to establish rules or policies relating to the interpretation of this Authorized Environment clause.

3.4 Integration; Interface; Table Modification. Applied Systems provides various authorized means of importing or exporting data from the Applied Software to insurance companies (“Interface”), to third-party software or databases (“Integrate”), and for online analytic processing (“OLAP”). For database and/or data integrity, security, Support, Updates, and other performance-related reasons, Applied Systems reserves the right to establish mechanisms within the Software to block or limit unauthorized data import or export and/or modification to database tables. Licensee shall only use the Software to Interface, Integrate, or OLAP through authorized means. Applied Systems may remedy violations of this provision by reasonable means including: (a) increased Software Subscription/SMA fees; (b) additional time and material charges; (c) limited or suspended support services; or (d) termination of this license. Applied Systems may limit or refuse to provide Support to Licensee if it reasonably believes that Licensee has an unauthorized Integration or Interface or has otherwise violated this provision.

3.5 Limitations on Support. Applied Systems' ability to provide Support shall depend on Licensee's ability to accurately explain or detail support issues or problems. If Applied Systems concludes that support issues or problems are a result of Equipment failure, it will assist Licensee in contacting the supplier to obtain warranty service, or Licensee may seek warranty service on its own. If Applied Systems concludes and informs Licensee that the support issues or problems are being caused by equipment that has become incompatible with newer versions of Applied Software, then Applied Systems has satisfied its obligations under this section related to those particular issues.

3.6 Support for Ancillary Products/Modules. Licensee may only obtain Support for ancillary products or modules if Licensee is current on its Software Subscription/SMA fees for TAM, Vision, or Epic (whichever is applicable) and the Software Subscription/SMA fees (if any) for the ancillary product or module.

3.7 Required Third-Party Products. In order to use the Software, Licensee may be required to obtain the appropriate number and version of certain third-party programs (e.g., Microsoft® SQL Server, Microsoft® Windows, etc.) (“Required Programs”). If Licensee purchases its Equipment from Applied Systems, Applied Systems may also make available and provide support for these Required Programs. If it does, Applied Systems will provide support in the same manner as Applied Systems provides support for the Software. In some cases, Licensee may obtain support for certain Required Programs acquired only from Applied Systems. Licensee agrees to be bound by the terms of the Required Programs’ licenses attached as Schedule MS, or such other license terms that the Required Programs’ licensors may require. To this effect, all warranties and rights related to third-party software shall be determined according to the third-party vendor's terms. If Licensee refuses to accept the terms of the Required Programs licenses, Applied Systems may terminate this Agreement without any further obligations (including providing refunds). If Licensee violates the Required Programs licenses, Licensee will promptly defend and indemnify Applied Systems for any royalties, fees, or damages Applied Systems may incur as a result of Licensees' violation or infringement, including reasonable attorney fees.

3.8 Required Internet Service. In order to use the Software, Licensee may be required to have Internet access. Specifications for this required Internet access will be described in the Documentation and constitutes part of the Authorized Environment if needed. Licensee shall be responsible for obtaining and maintaining this Internet access and for complying with all terms and conditions relative to that service. Applied Systems will not provide support for matters related to the Internet service obtained by Licensee.

3.9 Eligibility for and Description of Maintenance. Applied Systems will provide maintenance (“Maintenance”) for the Applied Software at no additional cost for the Initial Period and so long as Licensee remains eligible for Support and is current on the applicable Software Subscription/SMA fees. Applied Systems may develop error corrections, additions and improvements to the program features and functions, and sequential versions to the Applied Software (“Updates”). As part of Maintenance, Applied Systems shall make available to Licensee any Updates that are generally released. Except for ASP-deployed Software, Licensee has no obligation to accept and install Updates, and Applied Systems shall still provide Support. However, Licensee acknowledges and accepts that failure to install Updates could limit Applied System’s ability to provide Support and Maintenance. Updates are subject to the terms and conditions of this Agreement. Maintenance does not include third-party software. However, Applied Systems may make such items available to Licensee for an additional fee.

3.10 Maintenance Policies and Procedures. If errors are discovered by Licensee, Applied Systems Support must be notified of Licensee’s findings with sufficient detail by which the problem can be replicated. Once Applied Systems Support technicians have identified and replicated a problem and determined that the error originates from the source code, Applied Systems records the error in a tracking database. Applied Systems prioritizes each database entry according to its severity and assigns the appropriate personnel to the issue. Applied Systems shall attempt through reasonable effort to correct or cure a material error, or to provide a “work around” solution. Applied Systems makes no warranty for specific repair times for any particular error. These are the sole and exclusive procedures by which Applied Systems shall be obligated to provide Maintenance, which shall be conducted according to Applied Systems’ ordinary programming methods and procedures, and of which Applied Systems shall maintain sole and exclusive control. Any programming modifications or corrections made for the exclusive benefit of Licensee or other end users shall not be construed as defects or omissions.

3.11 Hardware, Networks, Training for Upgrades. Before providing an Update, Applied Systems may require Licensee to meet minimum hardware or networking configuration requirements, attend Training classes, execute a limited use license agreement for the Update, or satisfy other conditions, for which Applied Systems may charge additional fees.

4. TRAINING, INSTALLATION, AND OTHER SERVICES.

4.1 Services. Applied Systems offers training Services so that Licensee may more efficiently activate and use the Applied Software. If Licensee declines delivery of these Services, in whole or in part, Applied Systems reserves the right to: (a) charge Software Subscription/SMA fees during the Initial Period; (b) increase Software Subscription/SMA fees; and/or (b) limit or suspend support services. Additional training, installation, data conversion, consulting, and other system implementation Services may be included with the acquisition of the Software and if so, are described in the Proposal.

4.2 Scheduling of Services. Dates for Services will be scheduled following delivery (or connection as the case may be), on a "first come, first served" basis. Applied Systems may postpone dates for Services if it reasonably determines that Licensee requires additional time to prepare for Software Activation (“Activation” is defined as when the software is used or ready to process live data as opposed to demo data).

4.3 Key Contact. Licensee shall designate a key contact for issues related to the Software and Services (“Key Contact”) to coordinate its Services and Support requests throughout the term of this Agreement. Licensee's Key Contact must have received Applied Systems' training on or before the Activation date.

4.4 Failure to Accept Full Delivery. If Licensee does not accept full delivery of Services within twelve (12) months after purchase of such Services, the cost of those Services may be re-priced to reflect Applied Systems’ then-current pricing. Licensee will be responsible for paying any price difference in order to receive the impacted Services. After eighteen (18) months, if Licensee has not accepted full delivery of Services, the Services shall be forfeited. Licensee must then re-purchase those Services at the then-current rate to receive them.

4.5 Service Fees. Unless otherwise agreed to in writing, Services will be charged on a time and material basis plus reasonable out-of-pocket expenses, including travel expenses (e.g., costs for transportation, lodging, and meals). Applied Systems agrees to provide Licensee with access to such receipts and other records as may be reasonably appropriate for Licensee or its accountants to verify the amount and nature of any such expenses upon request.

5. GENERAL TERMS.

5.1 Warranties, Disclaimers, and Limitations.

5.1.1 Software Warranty. Applied Systems' sole representation and warranty as to the functionality of the Applied Software is that the Software shall substantially perform as described in the Documentation and promotional material, for a period of 180 days from the Effective Date. These materials are hereby incorporated by reference as the functional specifications of the Applied Software licensed under this Agreement. Following the initial 180-day period, Licensee accepts the Applied Software "AS IS". This warranty specifically excludes third-party Software, even if distributed by Applied Systems.

5.1.2 Media Warranty. For a period of 90 days following the delivery of Applied Software, Applied Systems warrants that the tangible media (e.g., CD-ROM) on which it is delivered shall be free from defects in material and workmanship or will be replaced.

5.1.3 Equipment Compatibility Warranty. Applied Systems warrants that the Software provided by Applied Systems is compatible with and will operate on Equipment concurrently supplied by Applied Systems at initial delivery of the Software.

5.1.4 Supplier’s Warranty. The supplier(s) of the Equipment sold by Applied Systems will repair or replace defective Equipment according to the terms and conditions of the suppliers' warranty (if any) accompanying the particular Equipment. Applied Systems’ sales invoices or Proposals may provide summary information (e.g., 2 year on-site, 1 year depot, etc.) concerning the supplier's warranty, but supplier's warranty terms will be controlling. Applied Systems shall not be liable to Licensee if a supplier fails to honor its warranty commitment.

5.1.5 Service Warranty. Applied Systems will perform Services as described by the Proposal, schedule, or Change Order, as the case may be, and in a good and workmanlike manner. However, Applied Systems makes no warranty as to the accuracy or completeness of data conversions or reconfigurations. In the event a dispute arises as to the quality of a Service provided by Applied Systems, Applied Systems' sole obligation shall be, in its discretion, to either: (a) re-perform the Service; or (b) to refund the fee paid by Licensee toward that portion of the Service in dispute.

5.1.6 Third-Party Software and Hardware Disclaimer. Applied Systems makes no warranty of compatibility and has no obligation to support software or equipment provided by Licensee or any third party. Applied Systems may, in its sole discretion, provide limited hardware support (e.g., basic troubleshooting) for third-party hardware, but does so on a gratuitous basis with no warranties. Licensee agrees to hold Applied Systems harmless from any damages or liability, including but not limited to, data loss or downtime, errors and omissions claims, consultant fees, etc. that Licensee may incur as a result.

5.1.7 Non-compatible Third-Party Software and Hardware. Improperly configured or non-compatible hardware or software may affect the performance of networking or application programs. Therefore, it shall be Licensee's obligation to fully inform Applied Systems of any changes, upgrades, or additions Licensee may have made to its Equipment. Licensee shall keep Applied Systems apprised of third-party hardware or software used in conjunction with Applied Software, by providing an inventory to Applied Systems when so requested. However, while Applied Systems may accept such inventories in order to provide Support, the acceptance of these inventories shall not be construed as approval of the fitness or compatibility of the third-party items with Applied Software. Under no circumstance will Applied Systems be liable for loss of Licensee's data, or the corruption of such data due to incompatible or defective hardware, improper or incorrect use of the software, or the conversion or reconfiguration of data at Licensee’s request. Except as otherwise expressly provided, Applied Systems will not be obligated to reimburse or pay as damages any costs or expenses related to downtime, errors and omissions claims, consultant fees, etc.

5.1.8 Continuous Development. Licensee acknowledges that: (a) the Software remains under permanent development and is not error-free; (b) Updates to the Software may contain additions, modifications, changes, or deletions to the programs or tools; (c) the Updates may contain additions, modifications, changes, or deletions to the features or functions of the programs; and (d) limited system errors may be expected, and Licensee accepts all attendant risks, including potential computer system or software interruptions, downtime, or delays, in Licensee’s use of the Software, including integration between the distinct Software products.

5.1.9 EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SOFTWARE IS LICENSED “AS IS”. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT. APPLIED SYSTEMS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, AND SUITABILITY OF THE SOFTWARE. APPLIED SYSTEMS EXCLUDES AND EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, NOT STATED HEREIN, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, WORKMANLIKE EFFORT, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS, OR SYSTEM INTEGRATION.

5.1.10 Limitation of Damages. IN NO EVENT SHALL APPLIED SYSTEMS BE LIABLE, DIRECTLY OR INDIRECTLY, FOR LOSS OF ANTICIPATED PROFITS, OR CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES. LICENSEE ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL AN AWARD FOR DAMAGES AGAINST APPLIED SYSTEMS EXCEED THE FEE PAID TOWARD THIS AGREEMENT, OR THE APPLICABLE CHANGE ORDER (AS THE CASE MAY BE), DURING THE THEN-MOST RECENT TWO-YEAR PERIOD. THE LIMITATIONS OF DAMAGES OR LIABILITY ARE IMPORTANT ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN LICENSEE AND APPLIED SYSTEMS. LICENSEE UNDERSTANDS AND AGREES THAT APPLIED SYSTEMS COULD NOT ECONOMICALLY OFFER THIS AGREEMENT, AND ITS SUBJECT MATTER, TO LICENSEE WITHOUT THESE LIMITATIONS.

5.2 Cooperation and Non-Compliance. Licensee agrees that it will reasonably cooperate with Applied Systems in its attempt to provide Licensee with products and Services, including providing certain information upon request to Applied Systems in a timely manner. Applied Systems reserves the right, in its discretion, to withhold, restrict, suspend, or terminate support, maintenance, Services, or access to Software deployed via an ASP if Licensee is in non-compliance with this Agreement, including the failure to pay any applicable fees and/or if Licensee fails to remain current on its Software Subscription fees (or SMA fees, as the case may be) for the Software (including the appropriate fees for the underlying agency management system and ancillary product(s) as specified in Section 3.6). These actions are not exclusive, and Applied Systems reserves its right to exercise other legal rights or courses of action as provided in this Agreement or at law. If Licensee fails to remain current on its Software Subscription/SMA fees, Applied Systems may require that Licensee pay its back support fees before the Software Subscription/SMA is reinstated. If Licensee is not current on its Software Subscription/SMA fees for over one year, Applied Systems may require Licensee to re-license the Software before reinstating the Software Subscription/SMA.

5.3 Confidentiality and Licensee’s Data.

5.3.1 Confidentiality. In addition to the confidentiality obligations contained within this Agreement and subject to Applied Systems Privacy Policy, neither party will disclose to any person outside its organization, any Confidential Information which is disclosed to such party by the other party under this agreement. “Confidential Information” is Trade Secrets (e.g., compilations, components, data [technical or non-technical], including customer lists), documents, drawings, financial information, formulae, inventions, manuals, parts, pattern, plans, processes, software, proposals, sketches, customer data, information and data required to be protected by applicable privacy laws, specifications, techniques, list of actual or potential customers or suppliers, third-party software, and other information of a secret, confidential, or proprietary nature.

Confidential Information disclosed under the Agreement may be used by the receiving party only for the purpose for which it was disclosed. Any information which is identified as confidential, or which under the circumstances is expected by the disclosing party to be treated as confidential, will be treated in the same manner that the receiving party protects its own proprietary information, but not less than is reasonable under the circumstances (or as required by law) without regard to whether the information received satisfies the statutory definition of a "Trade Secret".

However, there shall be no legal obligation by either party to treat with confidentiality any information which it has learned by virtue of the fact that it: (a) has become well known in the trade; (b) has been disclosed to the public by the party which owns or otherwise has the right to disclose such information; (c) represents generic insurance industry standards, techniques, formula, terms, and conditions; (d) has otherwise been used, implemented, obtained, or otherwise become known to the receiving party, its employees, or affiliates, from sources other than the disclosing party; or (e) was, is, or becomes lawfully available to a party from a source other than the disclosing party.

A party may disclose Confidential Information received from the other party to the extent it is required to be disclosed by law or by judicial or regulatory process. This disclosure is subject to the receiving party promptly notifying the disclosing party in writing to allow the disclosing party a reasonable opportunity to seek a protective order before the required disclosure. The receiving party shall provide reasonable assistance, at the disclosing party’s expense, to the disclosing party in its efforts to seek a protective order and otherwise comply with the terms of any protective order placed in effect. For avoidance of doubt, any Confidential Information disclosed by the receiving party shall remain subject to the terms and obligations of this Agreement both before and after such required disclosure.

Each party shall disclose Confidential Information received by such party under the Agreement to persons within its organization only if such persons are: (a) residents of and located in the United States or its territories (or Canada, in the case of Applied Systems’ affiliate Applied Systems Canada) and (b) contractually obligated under terms no less restrictive than those in this Agreement to keep the Confidential Information confidential and not to use it through any unauthorized means or for any unauthorized purpose.

5.3.2 Ownership of Licensee Data. Applied Systems claims no title to Licensee’s data in its possession and is acting as a custodian with respect to it.

5.3.3 Maintenance of Licensee’s Data. Licensee acknowledges that it has the ultimate responsibility for securing and confirming the integrity of its data. Unless otherwise agreed to in writing, Licensee has the responsibility of backing up and verifying the results of its back-ups, and therefore, is in the best position to protect its data. Applied Systems shall not be liable for the value of Licensee’s data if destroyed or corrupted by Applied Systems during the performance of this Agreement. This limitation shall not apply to a breach of the service warranty provided above.

5.4 Export Laws and Regulations. Licensee assures Applied Systems that it does not intend to, and will not, transmit, directly or indirectly, any technical information (including without limitation Software and/or Documentation) received from Applied Systems, or any immediate product produced directly by use of such information, to any person or place in violation of applicable U.S. Export Regulations or other applicable U.S. or foreign law or regulation.

5.5 Force Majeure. In the event that any act of government, war, terrorism, or similar condition, fire, flood, or labor dispute, or other causes beyond the control of the parties shall occur which reasonably prevents the performance by the parties of any of the provisions of this Agreement, then such nonperformance by the parties shall be excused, while, but not longer than, such conditions prevail. The inability to pay shall not be considered a cause beyond the reasonable control of a party.

5.6 Choice of Law, Venue, Etc. The parties acknowledge that this Agreement is accepted at Applied Systems' home office and that significant activities relating to the performance of this Agreement occur at Applied Systems' Illinois home office. Therefore, this Agreement and the relationship between the parties, and all activities directly or indirectly related thereto shall be governed by, and interpreted in accordance with, the laws of the State of Illinois. Licensee consents to the sole and exclusive jurisdiction and venue of the state and federal courts of the State of Illinois for any action or claim between the parties. This exclusive law and venue provision is an important element of the basis of the Agreement between Licensee and Applied Systems.

5.7 Limitation on Actions and Waiver of Jury Trial. Any action, claim, or suit, whether based in contract, strict liability, or tort, (including any action, claim, or suit based on negligence) relating to this Agreement or in any way relating to the relationship between the parties must be filed within the lesser of: (a) two years from the date the cause of action accrues or (b) as provided by relevant Illinois statutes of limitations law. To the extent permitted by law, trial by jury is waived for any action between the parties.

5.8 Non-Waiver. No terms or provisions hereof shall be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent or waiver by a party of a breach by the other shall not constitute waiver of, or excuse for, any other different or later breach.

5.9 Severance and Enforceability. All terms shall be interpreted in such a way as to be valid or enforceable while preserving to the fullest permissible extent the intent and agreements of the parties as set forth in this Agreement. If any provision of this Agreement is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, such invalid term will be severed from the remaining portion of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.

5.10 Non-Assignment. Licensee may not transfer or assign (in whole or part) this Agreement, the license(s) granted under it, the Software, and/or the Documentation without written permission from Applied Systems, and any attempt to do so shall be void.

5.11 Arm’s Length Negotiations. This Agreement is a result of arm’s length negotiations between the parties, both of whom were represented by counsel or had adequate opportunity to seek counsel or be represented by counsel. Therefore, this document is the product of both parties. To this effect, no part of this document should be construed against either party as the drafter. Each party waives any potential claim of ignorance as to the terms and conditions of this Agreement.

5.12 Survival. Sections 1.2, 1.3, 1.4, 1.5, 1.7, 1.8, 2.5, 2.6, 5.1.6, 5.1.9, 5.1.10, 5.3, 5.4, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, and 5.13 shall survive the termination or cancellation of this Agreement. The restrictions in Section 3, but not the license grants, shall also survive termination or cancellation of this Agreement.

5.13 Entire Agreement. This Agreement, including all attached schedules and Change Orders, contains the entire agreement between the parties, and Applied Systems is not bound by any representations or inducements not set forth herein. Buyer has relied on no material representations or warranties that have not been set forth herein.

End.

OPTIONAL SCHEDULES

The following Schedules will be applicable to Licensee only if you have licensed the corresponding software or purchased the corresponding service.

SCHEDULE ASP

Applied Systems

This document is a Schedule subject to the terms and conditions of the Master Agreement For Products And Services, the Agreement For Purchase and Sale, or the Application Service Provider License Agreement, as the case may be, including any accompanying schedules, addenda, other license terms signed or otherwise agreed to (e.g., via a "click through" agreement), or Change Orders (collectively, the "Agreement") between Licensee and Applied Systems. In the event there is a conflict between this Schedule and the Agreement, this Schedule shall control. This Schedule will also supersede any earlier Schedules or agreements that previously governed the use of the Applied Software and its related Services.

1 ASP DEPLOYMENT OF SOFTWARE. During the Term of this Schedule, Applied Systems will provide Licensee with access to the Applied Software from a server farm that is comprised of application, data, and/or remote access servers used to store the Applied Software and Licensee's data, telecommunications equipment, and other hardware (collectively, the "ASP Environment") necessary to provide Licensee with access to the Applied Software. Licensee, at its sole expense, shall be responsible for providing computer and telephony equipment, cabling, software, internet access, and other materials at its facility(ies) necessary to access the ASP Environment and conform to the Authorized Environment.

2 ASP TERM. The Agreement shall continue for one (1) year from the Effective Date (the "Initial Term"). After the Initial Term, the Agreement shall automatically continue on a month-to-month basis, so long as Licensee remains current on its SMA Fees and in compliance with this Agreement. Licensee may cancel this Schedule and this Agreement by providing Applied Systems with sixty (60) days advance written notice; except if Licensee desires to terminate due to a fee increase, Licensee may terminate at any time prior to the date on which the SMA fees are debited for the month in which the increased fees go into effect.

3 PAYMENT OF SMA’s. In order to use the Applied Software on the ASP, Licensee shall pay the initial licensing fees described and the periodic "Support, Maintenance, and Access" ("SMA") Fees identified in the Proposal (Schedule A). Payment of SMA fees entitles Licensee to Support and Maintenance as described in the Agreement and subject to those terms. Applied Systems may terminate Licensee’s access to the Software, the license to use the Software, and this Agreement if Licensee fails to remain current on its SMA fees, in addition to other remedies. Licensee shall execute Schedule P, authorizing Applied Systems to withdraw the monthly SMA fees and other non-recurring fees from Licensee’s account.

4 ASP ENVIRONMENT. Applied Systems shall use commercially reasonable efforts to make the ASP Environment available to Licensee 24 hours a day, 7 days a week, excluding Scheduled Maintenance periods and Downtime, throughout the term of this Agreement. Applied Systems shall utilize security systems, telecommunications providers, and redundant power supplies intended to provide Licensee with reliable access to the Applied Software and Licensee's Data. Licensee does not obtain, and will not assert any claim to any right, title, or interest in the Applied Software or ASP Environment.

5 MAINTENANCE OF ASP ENVIRONMENT. Applied Systems will perform maintenance activities to the ASP Environment as described in this section.

5.1 SCHEDULED MAINTENANCE. Licensee acknowledges and agrees that the ASP Environment and/or Applied Software may be inaccessible or inoperable for maintenance, including, without limitation, backing up Applied Software and/or data, running of Applied Software or hardware utilities, or performing upgrades, ("Scheduled Maintenance"). Applied Systems shall attempt to perform all Scheduled Maintenance between the hours of 12:00 a.m. and 4:00 a.m. CT, Monday through Friday, and 12:00 a.m. and 6:00 a.m. CT, Saturday through Sunday, but reserves the right to perform Scheduled Maintenance at other times from time to time as needed upon reasonable notice. (Licensee should schedule its software utilities to run after 2:00 a.m. CT). These hours are subject to change with thirty (30) days notice. Such notice may be provided via e-mail, a posting on Applied Systems' web site, or otherwise.

5.2 DOWNTIME. Licensee’s inability to access the Software caused by reasons beyond the control of Applied Systems, including but not limited to telecommunications interruptions, hostile network attacks, and network congestion, which may or may not be reasonably foreseeable by Applied Systems, is collectively referred to as "Downtime." Applied Systems shall use commercially reasonable efforts to minimize Downtime but shall not be responsible for Downtime. Downtime does not include running of utilities relating specifically to the Applied Software (e.g., re-indexing) that may occur in the ordinary course.

5.3 ASP ENVIRONMENT SERVICE LEVEL. Any unexpected or unscheduled interruption in the ability of Authorized Users to access the ASP Environment, excluding Scheduled Maintenance and/or Downtime, constitutes a “Service Interruption.” If Applied Systems discovers or is notified by Licensee of a Service Interruption, Applied Systems will make commercially reasonable efforts to determine the source of the problem. If the source of the problem is within the control of Applied Systems, then Applied Systems will use commercially reasonable efforts to resolve the problem within two (2) hours of determining its source, or it will attempt to notify Licensee as to when the solution will be available. If the source of the problem is outside of the control of Applied Systems (i.e., Downtime), then Applied Systems will use commercially reasonable efforts to notify the party/parties responsible and cooperate with the party/parties to resolve such problems as soon as practicable.

5.4 ASP MAINTENANCE. During the term of this Agreement and if Licensee is current on its SMA fees, Licensee may receive from Applied Systems at no additional cost, remote access software (e.g., Terminal Services Client software) upgrades.

6 SOFTWARE MAINTENANCE. As long as Licensee remains current on its SMA Fees, Applied Systems shall make Updates available to Licensee at no additional cost. Licensee will be provided a minimum fourteen (14) days of notice that the Update will be installed. After 14 days, Applied Systems will install the Update and provide any data configuration that may be required. Licensee will then be required to begin using the new version.

7 NOTICE OF SERVICE INTERRUPTIONS. Licensee will promptly notify Applied Systems via telephone, e-mail, or other written methods of any Service Interruption.

8 LICENSEE DATA.

8.1 LICENSEE’S DATA. Licensee will be responsible for the accuracy of the data it enters into the Software (“Licensee Data”) and will take reasonable precautions to verify the accuracy of its data.

8.2 Data Warranty by Licensee. Licensee warrants that: (a) it has sufficient rights, title, and interest in and to the Licensee Data to enter into this Schedule and use the Licensee Data in conjunction with the Software on the ASP and (b) the Licensee Data is free and clear of all liens that may prohibit its use under this Schedule. Licensee agrees to defend and indemnify Applied Systems for any claims made against Applied Systems with respect to the foregoing warranties.

8.3 Maintenance of Licensee’s Data. Applied Systems will use commercially reasonable efforts to prevent the loss of, or damage to, the Licensee Data (that is within Applied Systems' possession) and will maintain commercially reasonable back-up procedures and copies. Applied Systems will promptly notify Licensee of any loss of or damage to the Licensee Data. Applied Systems will use commercially reasonable efforts to reconstruct any Licensee Data that has been lost or damaged by Applied Systems. Furthermore, Applied Systems will use commercially reasonable efforts to protect the security of the Licensee Data that is within Applied Systems' possession.

8.4 Point-In-Time Data Copy of Licensee’s Data. At Licensee's request, Applied Systems will make a copy of the Licensee Data and send it to Licensee. Applied Systems will charge Licensee for time, materials, and shipping associated with the procedure at the then-current rates.

8.5 Licensee’s data; Effect of Termination. Within forty-five (45) days of cancellation or termination of this Schedule for any reason, Licensee will erase and remove all copies of any Software located on Licensee' computers that was provided to Licensee by Applied Systems pursuant to this Schedule and/or the Agreement. Applied Systems shall remove the Licensee Data from the ASP Environment within forty-five (45) days of cancellation or termination of this Agreement. For the avoidance of doubt, the Licensee Data that has been rendered as Non-Identifiable Information will not be returned to Licensee or removed from Applied Systems' computers, and all back-up copies will be destroyed in accordance with Applied Systems’ back-up policies and procedures. See Applied Systems' Privacy Statement (as it may exist from time to time), for additional details.

9 ACCEPTABLE USE. Licensee agrees to abide by Applied Systems’ and its service providers’ Acceptable Use Policy(ies). Licensee will not use the ASP to: (a) engage in unlawful activity; (b) violate the security of a network; (c) transmit threatening, offensive, or defamatory material; (d) allow access to the network by unaffiliated third parties; and/or (e) send unsolicited messages that do not clearly identify the sender and provide a method to be removed from such a mailing list. Applied Systems reserves the right to terminate or suspend Licensee’s use of the Software and ASP upon notice to Licensee if Licensee is found or reasonably suspected to have violated the Acceptable Use Policy. When feasible, Applied Systems prefers to give notice so that violations may be addressed voluntarily in a reasonable amount of time. However, Applied Systems reserves the right to act without notice when necessary, in its sole discretion.

10 INTERNET RELIABILITY AND SOFTWARE ACCESSIBILITY DISCLAIMER. Licensee acknowledges and agrees that there are no guarantees or assurances of any sort that information transmitted over the Internet will be secure or confidential; Licensee waives any and all claims against Applied Systems in connection with such transmissions. Licensee further acknowledges that the Internet is known to be unpredictable in its performance and may impede access to the Applied Software and/or the ASP Environment. Licensee hereby agrees to waive any and all claims against Applied Systems connected with such transmission/access. Applied Systems does not warrant that: (a) Licensee will be able to access the ASP Environment at all times or (b) Licensee's access to the ASP Environment will be uninterrupted or error-free at all times. Licensee stipulates and agrees that data processing and use of the Applied Software on the ASP Environment entails the likelihood of some human and machine errors, omissions, delays, and losses and represents and covenants that Licensee will adopt reasonable measures to limit its exposure to such potential losses.

11 MICROSOFT SOFTWARE. As generally described in Section 4.7 of the Agreement, Applied Systems may use Microsoft software in its deployment of the Applied Software on the ASP. Or Applied Systems may offer Licensee the opportunity to supply its own Microsoft software for use on the ASP according to terms that the parties may otherwise agree to in writing. Licensee acknowledges that unless otherwise provided between Licensee and Microsoft, THE MICROSOFT SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, AND MICROSOFT SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. IN NO EVENT SHALL MICROSOFT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR LOSS OF ANTICIPATED PROFITS, OR CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES. LICENSEE ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL AN AWARD FOR DAMAGES AGAINST MICROSOFT EXCEED THE FEE PAID TOWARD THE MICROSOFT SOFTWARE.

12 NON-IDENTIFIABLE INFORMATION OBTAINED FROM CUSTOMER OR CLIENT INFORMATION STORED ON APPLIED SYSTEMS' ASP ENVIRONMENT. As described in Applied Systems' Privacy Statement (as amended from time to time), Applied Systems may obtain copies of or gain access to Customer Information and Client Information through various means and opportunities, including through the storage of such data on Applied Systems' computers as part of this ASP deployment. Applied Systems may compile, extract, or modify this data such that the source of the Customer Information or Client Information cannot be identified, thus rendering it as "Non-Identifiable Data." To the extent allowed by law and the Privacy Statement (as amended from time to time), Applied Systems may use Non-Identifiable Data: (a) for internal purposes (e.g., improving its products and services) and/or (b) to create statistical or benchmarking data to share internally and with its customers base, prospect base, and third parties (e.g., adding a marketing statement like “Our Applied Online customers process an average of “x” amount of automobile polices in the Applied Online environment.” to Applied Systems’ website). Use of Customer Information or Client Information to develop Non-Identifiable Data shall be on a royalty-free basis, and Applied Systems shall own all right, title, and interest in the compiled Non-Identifiable Data.

SCHEDULE fax@vantage®

Applied Systems

This document is a Schedule subject to the terms and conditions of the Master Agreement For Products And Services, the Agreement For Purchase and Sale, or the Application Service Provider License Agreement, as the case may be, including any accompanying schedules, addenda, other license terms signed or otherwise agreed to (e.g., via a "click through" agreement), or Change Orders (collectively, the "Agreement") between Licensee and Applied Systems. This Schedule governs the use of the Software identified below. In the event there is a conflict between this Schedule and the Agreement, this Schedule shall control with respect to the Software and related Services. This Schedule will also supersede any earlier Schedules or agreements that previously governed the use of the Software and related Services.

Software: □ fax@vantage® (ASP Version) □ fax@vantage® (LAN/WAN Version)

Lic.#_____________

1. BACKGROUND - Applied Systems has developed a faxing/email computer program solution called fax@vantage® to be used in conjunction with TAM (including The Agency Manager®or Vision®) that is designed to allow Licensee to: (a) send electronic document files to a recipient in a facsimile format (i.e., to be received as a fax document); (b) send electronic document files to a recipient in a MAPI compliant e-mail format; and (c) receive faxes and emails for storage and/or distribution to other workstations attached to Licensee's computer network or Applied System’s ASP (as the case may be).

2. LIMITED USE LICENSE - The Software is furnished to Licensee for use on a single dedicated fax server that is owned or leased by Licensee. Licensee’s access, configuration, and deployment of fax@vantage may vary depending on how Licensee is accessing TAM. Licensee will be required to meet the hardware and software requirements in order to use the corresponding version of fax@vantage. The fax server may be accessed by an unrestricted number of Licensee's Authorized Users. Depending on Licensee's usage requirements, Licensee may elect to utilize additional fax servers, but Licensee will be required to pay an additional licensing fee for each copy of the Software installed on each fax server.

3. SPECIAL ADD-ON MODULES

3.1 Generally - From time to time Applied Systems may offer Licensee certain add-on modules (“Add-On Module[s]”) that are utilized in conjunction with the Software and provide special or unique functionality in addition to the basic functionality already contained in the Software. Add-On Modules are optional and there is no obligation on the part of Licensee to accept them. However, if accepted by Licensee, each Add-On module will be licensed in accordance with and subject to the terms of this Agreement (e.g., the Add-On Module’s use will be subject to an Authorized Environment, Confidentiality, Limitations of Damages, etc.), except to the extent specifically modified by this section or in a separate limited use license agreement provided with the Add-On Module. Prior to receiving or using the Add-On Module, Applied Systems may require additional licensing fees and/or require Licensee to subscribe to certain support and maintenance subscriptions.

3.2 Remote Port Manager Add-On Module- Applied Systems has developed and made available an Add-On Module called Remote Port Manager that incorporates Least Cost Routing or LCR technology. This Add-On Module is designed to allow Licensee to re-route outgoing faxes from the dedicated fax server described above to another server or workstation located at one of Licensee’s remote locations to reduce communication charges that Licensee may incur without the Add-On Module. The Add-On Module shall only be utilized on a single dedicated server or workstation (leased or owned by Licensee) for the benefit of a single remote location. The dedicated server or workstation must be located on the premises of Licensee’s designated remote location.

3.3 Availability of Add-On Modules - Depending on Licensee’s configuration and method of accessing the Software (e.g. ASP or LAN), not all Add-On Modules will be available for use by Licensee.

4. CONDITIONS PRECEDENT - The Software is designed and intended to be used in conjunction with TAM. As a condition precedent to any obligation by Applied Systems to provide any goods or perform any services under this Schedule, and as a condition for Licensee to utilize the Software, Licensee must remain current on its Software Subscription for both TAM and the Software.

SCHEDULE INSCOPE®

Applied Systems

This document is a Schedule subject to the terms and conditions of the Master Agreement For Products And Services, the Agreement For Purchase and Sale, or the Application Service Provider License Agreement, as the case may be, including any accompanying schedules, addenda, other license terms signed or otherwise agreed to (e.g., via a "click through" agreement), or Change Orders (collectively, the "Agreement") between Licensee and Applied Systems. This Schedule governs the use of the Software identified below. In the event there is a conflict between this Schedule and the Agreement, this Schedule shall control with respect to the Software and related Services. This Schedule will also supersede any earlier Schedules or agreements that previously governed the use of the Software and related Services.

Software: Lic.#______________

□ InScope (ASP Version)

□ InScope (Applied Systems-Hosted Version)

□ InScope (Licensee-Hosted Version)

1. BACKGROUND: InScope is a computer program that enables a Licensee using the Applied Software to grant certain viewing and/or editing rights to Licensee's insurance customers or Employees through an internet interface. Access to data stored in the Applied Software is controlled through passwords that are issued and controlled by Licensee.

2. ACCESS CONFIGURATION, DEPLOYMENT OF SOFTWARE: Licensee’s access, configuration, and deployment of InScope may vary depending on which version of the Applied Software and InScope Licensee uses. Licensee shall be required to meet the appropriate hardware and software requirements in order to use the applicable version of InScope.

3. ADDITIONAL RESTRICTIONS ON USE: InScope shall only be used with the Applied Software.

4. AUTHORIZED USER AVAILABLE: InScope requires an Authorized User. Therefore, Licensee must have an available Authorized User to use InScope.

5. USE OF INSCOPE: An unrestricted number of Licensee's insurance customers or Employees, to whom Licensee grants viewing and/or editing rights, may access InScope.

6. CONDITIONS PRECEDENT: This Software is designed and intended to be used in conjunction with the Applied Software. As a condition precedent to any obligation by Applied Systems to provide any goods or perform any services under this Schedule, and as a condition for Licensee to utilize this Software, Licensee must remain current on its Support and Maintenance for both the Applied Software and InScope.

SCHEDULE IFA –

INTEGRATED FAXING APPLICATION FOR EPIC™

Applied Systems

This document is a Schedule subject to the terms and conditions of the Master Agreement For Products and Services, including any accompanying schedules, addenda, other license terms signed or otherwise agreed to (e.g., via a "click through" agreement), or Change Orders (collectively, the "Agreement") between Licensee and Applied Systems. This Schedule governs the use of the Applied Software identified below. In the event there is a conflict between this Schedule and the Agreement, this Schedule shall control with respect to its subject matter. This Schedule also supersedes any earlier Schedules or agreements concerning its subject matter. Capitalized terms used in this Schedule but not defined herein shall have the meanings given to them elsewhere in the Agreement.

Applied Software □ Integrated Faxing Application (ASP Version)

□ Integrated Faxing Application (LAN/WAN Version)

Lic.#_____________

1. BACKGROUND – Applied Systems has developed an integrated faxing application to be used in conjunction with Applied Systems Epic™ and EpicOnline™ that is designed to allow Licensee to: (a) send electronic document files to a recipient in a facsimile format (i.e., to be received as a fax document) from Applied Systems Epic™ or EpicOnline™ and (b) receive faxes through the Applied Systems Epic™ or EpicOnline™ for storage and/or distribution to other workstations running or accessing Applied Systems Epic™ or EpicOnline™. This integrated faxing application includes a Fax Services Client, which is loaded onto a dedicated fax/communications server.

2. LIMITED USE LICENSE – For so long as Licensee remains current on its Software Subscription/SMA fees as detailed below, the limited use license in the Agreement shall apply to the above-identified Applied Software. The terms, conditions, limitations, and restrictions contained in the Agreement shall apply equally to the above-identified Applied Software, including but not limited to, the Fax Services Client. Licensee may install and use the Fax Services Client on a single dedicated fax/communications server owned or leased by Licensee. If Schedule A indicates that Licensee has obtained Remote Faxing and Licensee has paid all applicable fees, Licensee may also install and use the Fax Services Client on the number of additional dedicated fax/communications servers (also owned or leased by Licensee) specified in Schedule A. The dedicated fax/communications server may be accessed by an unrestricted number of Licensee's Authorized Users. Licensee’s access, configuration, and deployment of the above-identified Applied Software may vary depending on how Licensee is accessing Applied Systems Epic™ or EpicOnline™. Licensee will be required to meet the hardware and software requirements in the Documentation in order to use the corresponding version of the above-identified Applied Software.

3. SPECIAL ADD-ON MODULES

3.1 Generally - From time to time Applied Systems may offer Licensee certain add-on modules (“Add-On Module[s]”) that are utilized in conjunction with the above-identified Applied Software and provide special or unique functionality in addition to the basic functionality already contained in the Applied Software. Add-On Modules are optional and there is no obligation on the part of Licensee to accept them. However, if accepted by Licensee, each Add-On Module will be licensed in accordance with and subject to the terms of the Agreement (e.g., the Add-On Module’s use will be subject to an Authorized Environment, Confidentiality, Limitations of Damages, etc.), except to the extent specifically modified by this section or in a separate limited use license agreement provided with the Add-On Module. Prior to receiving or using the Add-On Module, Applied Systems may require additional licensing fees and/or require Licensee to subscribe to certain support and maintenance subscriptions.

3.2 Availability of Add-On Modules - Depending on Licensee’s configuration and method of accessing the Applied Software (e.g. ASP or LAN), not all Add-On Modules will be available for use by Licensee.

4. CONDITIONS PRECEDENT - The above-identified Applied Software is designed and intended to be used in conjunction with Applied Systems Epic™ or EpicOnline™. As a condition precedent to any obligation by Applied Systems to provide any software or perform any services under this Schedule, and as a condition for Licensee to utilize the Software, Licensee must remain current on its Software Subscription/SMA fees for both Applied Systems Epic™ or EpicOnline™ and the above-identified Applied Software.

End.