InsureMEP Terms and Conditions

    OVERVIEW

    We are InsureMEP, Inc., a Delaware corporation ("InsureMEP," "we," "our", "us" or "the Company"), and we operate the CriticalAsset Platform (defined below), our websites at insuremep.com and www.criticalasset.com (collectively, the "Site"), InsureMEP Services that may be specified in an Order Form, along with our related websites, hosted applications, mobile or other services, any other software, websites, applications, API's, webtools, third party tools, forums, venues, features, or functionalities provided on or in connection with the foregoing (collectively, the "Services"). These Terms and Conditions, including our Privacy Policy (these "Terms"), constitute a legally binding contract between you ("Client") and InsureMEP regarding Client's use of the Services.

    PLEASE READ THE FOLLOWING TERMS CAREFULLY.

    BY CLICKING "I ACCEPT," OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, OR ENTERING INTO AN ORDER FORM TO WHICH THESE TERMS AND CONDITIONS ARE INCORPORATED BY REFERENCE, CLIENT AGREES THAT CLIENT HAS READ AND UNDERSTOOD, AND, AS A CONDITION TO CLIENT'S USE OF THE SERVICE, CLIENT AGREES TO BE BOUND BY, THESE TERMS.

    ARBITRATION NOTICE

    CLIENT AGREES THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AS SET FORTH HEREIN, AND BY ACCEPTING THESE TERMS, CLIENT AND INSUREMEP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

    1. SOFTWARE

    1.1. Activation and Use

    InsureMEP shall provide remote electronic access to the CriticalAsset Platform. Client shall access the CriticalAsset Platform by means of a client account accessed via a unique client log-in and password for each Client User (collectively, the "Client Account"), which may be integrated with a Client "single sign on" system.

    2. SERVICE ACKNOWLEDGEMENTS AND AGREEMENTS

    2.1. Client Systems

    The Client shall be responsible at its own expense for providing access to the internet in order to access the CriticalAsset Platform. The Client shall be responsible for ensuring that all Client Systems are free from viruses, worms, trojan horses and other malicious code.

    2.2. Updates

    InsureMEP reserves the right in its sole discretion, but shall not be obligated, to revise, update, upgrade, edit or delete any appearance or functions of, or any documents, information or other content appearing on or part of, the Services or Client Account.

    2.3. Security

    Client shall keep all passwords and usernames to its Client Account, as well as its operating systems (and passwords and usernames thereto), confidential and secure, and Client shall be solely responsible for any damage caused by unauthorized access to the Client Account or its operating systems.

    3. FEES AND PAYMENT

    3.1. Fees

    In consideration of InsureMEP's provision of the Services hereunder, the Client shall pay the fees as set forth in, and in accordance with, the order form(s) or, if this Agreement is not incorporated by reference into an order form, the fees set forth on the Site, (the "Order Form") executed (including executed or agreed to electronically) by Client.

    4. TERM AND TERMINATION

    4.1. Term

    The initial term of this Agreement shall commence on the Effective Date and shall continue until terminated (the "Term").

    5. PROPRIETARY RIGHTS; CONFIDENTIALITY

    5.1. Intellectual Property Rights

    InsureMEP owns and shall remain owning the Client Account, the Documentation, if any, the Services and any other software developed by or for InsureMEP (collectively, the "Intellectual Property"), including without limitation all applicable rights to patents, copyrights, trademarks, trade secrets or other proprietary or intellectual property rights inherent therein or appurtenant thereto.