This Use and Limited License Agreement (“Agreement”) is between Aon Service Corporation with offices at 200 East Randolph Street, Chicago, IL 60601 USA (“Aon”), your current employer, principal or party for which you are serving as independent contractor (collectively, the “Licensee”) and you (a “User”). This Agreement shall become effective at the time which User electronically selects the “I Agree” button when this Agreement is displayed to User accessing the Licensed Platform (herein defined) (“Effective Date”).

1.   LIMITED LICENSE AND USE GRANT. Subject to acceptance of and compliance with the terms and conditions of this Agreement, Aon grants Licensee and User a limited, non-exclusive, non-transferable, revocable license to access and use, via the internet, the FAConnect facultative processing platform designed to facilitate the submission, quotation, placement, contract formation and administration processes for facultative reinsurance business  (the “Licensed Platform”) subject to the limitations, terms and conditions set forth in this Agreement. Licensee and User shall acquire no ownership right, title or interest in the Licensed Platform and Aon reserves all rights not expressly granted herein. Aon may, in Aon’s sole discretion, supplement, modify, substitute or otherwise alter the Licensed Platform from time to time, which may include ceasing to support or disabling in its entirety the Licensed Platform. Licensee and User acknowledge that Aon has the right to change the content or technical specifications of any aspect of the Licensed Platform at any time at Aon's sole discretion. Aon shall have no obligation to upgrade, enhance or otherwise modify any computer hardware, software or network environment currently used by Licensee or User, or anticipated to be used by Licensee or User, in order to access or use the Licensed Platform. Notwithstanding the foregoing, Aon shall be allowed to suspend Licensee’s and User’s access to and use of the Licensed Platform, without notice to Licensee or User, if Aon reasonably believes it should do so for legal or regulatory reasons, to maintain the integrity of any Aon network or the applications thereon, or to perform general maintenance on any network hosting the Licensed Platform. Licensee and User acknowledge and agree that periodically Aon may disable Licensee’s and User’s access to the Licensed Platform in order to perform routine maintenance or to otherwise troubleshoot without advance warning to either Licensee or User.

2.   Use AND RESTRICTIONS. Licensee and User shall access the designated Licensed Platform only during the Term of this Agreement and using only the designated User IDs and passwords as provided by Aon. Licensee and User shall be entitled to use the Licensed Platform only for its own internal purposes, but not on behalf of any other company, including companies affiliated with Licensee or User. Unless expressly permitted in this Agreement, Licensee and User shall not (a) distribute, modify, sublicense, or reproduce any portion of the Licensed Platform; (b) transfer the Licensed Platform or this license to another party; (c) reverse engineer, disassemble, or decompile the Licensed Platform, nor use any other means to decode or make a derivative work from the Licensed Platform; (d) allow access to the Licensed Platform or use of Licensee’s or User’s User IDs and passwords by any other party; or (e) use the Licensed Platform in any service bureau, time sharing, or rental arrangement. The limited license to use and access the Licensed Platform pursuant to this Agreement is restricted to the use or access by the User, on behalf of Licensee. Any attempted assignment or delegation by User or Licensee of rights or duties contained herein are prohibited and shall be invalid. Licensee and User shall not permit any other parties, including employees of Licensee or its affiliated companies, to use or access the Licensed  Platform for any reason unless the party has already entered into a license or use agreement with Aon relating directly to the Licensed Platform and having substantially the same terms and conditions as this Agreement.

3.   ACCESS. In order to gain access to the Licensed Platform, Licensee or User may be issued User ID(s) and password(s) for each of Licensee’s authorized users during the Term of this Agreement, or Aon or an Aon Affiliate (defined herein) may, in its sole discretion, grant permission to Licensee to issue User IDs and passwords to its own authorized users based on the instructions provided by Aon or an Aon Affiliate. These User IDs and passwords are personal to Licensee and its authorized users and may not be transferred to other individuals and/or entities, irrespective of whether such other individuals and/or entities are authorized to access or use the Licensed Platform by Aon under another arrangement or agreement. Unauthorized use of the User IDs and passwords, or any other unauthorized use by User, Licensee, or any party under their supervision or control, shall be grounds for Aon to terminate this Agreement and terminate Licensee’s and User’s access to and use of the Licensed Platform. Licensee and User agree that they are solely responsible for maintaining the confidentiality of User IDs and passwords. To the extent the Licensed Platform utilizes internet systems to transmit data or communications, Aon will take reasonable security precautions, but Aon disclaims any liability for the interception of any such data or communications, including encrypted data. Aon shall not be responsible for, and makes no warranties regarding, the access, speed or availability of internet or network systems. Licensee and User agree that Aon and Aon Affiliates shall have no responsibility or liability for:  (i) any injury or damages arising in connection with access to or use of the Licensed Platform by Licensee, User, or Licensee’s employees other than as authorized by this Agreement, whether caused by the negligence of Aon, its employees, subcontractors, agents or otherwise; or (ii) any fault, inaccuracy, omission, delay or any other failure in the Licensed Platform caused by Licensee’s or User’s computer equipment or arising from use of the Licensed Platform on such equipment. The content of other internet sites, systems, products or advertisements that may be linked to the Licensed Platform may not be maintained or controlled by Aon. Aon is not responsible for the availability, content or accuracy of other internet sites, systems or goods that may be linked to, or advertised on, the Licensed Platform. Aon does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Licensed Platform; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other internet sites, systems, products or advertisements that may be linked to the Licensed Platform; or (c) make any endorsement, express or implied, of any other internet sites, systems, products or advertisements that may be linked to the Licensed Platform. Aon is also not responsible for the reliability or continued availability of the equipment Licensee or User use to access the Licensed Platform.

4.   LEGAL EFFECT OF ELECTRONIC MESSAGES.

a.     Any information generated, sent, received, stored or otherwise handled electronically between or on behalf of parties using the Licensed Platform in compliance with this Agreement  (“Electronic Message”) shall be deemed, as between the parties conducting business on the Licensed Platform, to be of the equivalent evidential value to that given to written documents and shall be binding upon the originating party unless such message is reasonably suspected by the receiving party to be incorrect or to have been corrupted during transmission. The parties shall have no rights to object to the validity of an Electronic Message solely on the ground that communication between the parties occurred through the use of electronic means.

b.     With regard to the absence of any writing or written signatures and to the extent permitted by the applicable law, records of Electronic Messages maintained by the parties or any printout thereof shall be admissible and may be used as evidence of the information contained therein in any dispute or litigation between the parties.

c.     Licensee and User agree that contracts made solely by electronic means shall be valid and expressly waive any right to object to their validity solely on the ground that communication between the parties occurred through the use of electronic means. Any contract made through the use of electronic means under the procedure set out in this Agreement shall be formed when the Electronic Message sent as acceptance of an offer has been received or deemed received.

5.   OUTSIDE THE UNITED STATES. For purposes of this Agreement, “OFAC Compliance” shall mean any of the laws or regulations enforced by the United States Office of Foreign Assets Control (“OFAC”). This Agreement and use of the Licensed Platform is subject to OFAC Compliance, and other similar regulations or trade restrictions to the extent applicable. Licensee or User may choose to access and use the Licensed Platform from locations outside of the United States. Any access or use of the Licensed Platform by Licensee or User in violation of OFAC Compliance, or other trade restrictions set forth in any country or state in which the Licensed Platform is accessed or used or is otherwise subject to, is prohibited and will result in the automatic termination of this Agreement. Licensee and User represent and warrant that Licensee and User are, at the Effective Date of this Agreement, and shall be at all times during the Term of this Agreement in strict compliance with OFAC laws and regulations, as well as all applicable foreign and local laws, to the extent this Agreement is subject to such laws or regulations. Licensee and User represent and warrant that neither Licensee nor User are a Restricted Entity or are using the Licensed Platform for the benefit of a Restricted Entity. “Restricted Entity” means any person, entity, or group on the United States Treasury Department’s list of Specially Designated Nationals and Blocked Persons. Furthermore, as respects countries on the United States Treasury Department’s watch list (“Watch List Countries”), Licensee and User represent and warrant they will not violate OFAC restrictions relating to trading with Watch List Countries, or persons, entities, or groups associated with the Watch List Countries.

6.   Ownership. The Licensed Platform is provided to Licensee and User on a limited license to access and use the Licensed Platform only as set forth in this Agreement. The Licensed Platform is not sold to Licensee or User. Licensee and User obtain no rights other than those expressly granted under this Agreement. Licensee and User acknowledge and agree that Aon owns, or otherwise contracts for, the title, copyright, and other intellectual property rights associated with the Licensed Platform, including materials developed in the course of performing services related to this Agreement.

7.   Confidentiality AND DATA PROTECTION. Each party hereto (each a “Recipient”) may receive from the other party (each a “Disclosing Party”) Confidential Information (as defined below) of Disclosing Party while using the Licensed Platform. Unless Recipient has obtained advance and express written consent from Disclosing Party to contravene or alter the confidentiality obligations set forth in this Section 7, Recipient shall: (a) hold in confidence all Confidential Information (defined herein); (b) not disclose or make Confidential Information available, in any form, to any third party; and (c) not use Confidential Information for any purpose other than as specified in this Agreement, provided that one such purpose shall be for use in any reinsurance placement between Licensee and any counterparty. In addition, Recipient shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents (who shall be entitled to have access to the same only on a need-to-know basis). The term “Confidential Information” shall mean the Licensed Platform, information related thereto, the terms of this Agreement, all information clearly marked as confidential and any information transmitted through the Licensed Platform. “Confidential Information” shall not include information which:  (i) is or becomes generally available to the public through no act or omission of Recipient; (ii) was in Recipient’s lawful possession on a non-confidential basis prior to such access to or the disclosure of the same, as properly documented by Recipient; (iii) is developed by Recipient independently of any information acquired from Disclosing Party; or (iv) becomes available to Recipient on a non-confidential basis from a source other than Disclosing Party, provided that Recipient has no reason to know that such source is or may be bound by a confidentiality agreement with Disclosing Party. The obligations in this Section 7 shall not apply in respect of Confidential Information required to be disclosed by the Recipient under any applicable law or regulation or any judicial order or by a regulatory body provided that in such event the recipient shall, to the extent legally permitted: (i) give the Disclosing Party notice thereof (including the manner of disclosure) as soon as is reasonably practicable; and (ii) not effect any disclosure that is more extensive than required by law, regulation, judicial review or order, or regulatory body. The obligations set forth herein shall survive any termination of this Agreement. The parties agree that impermissible disclosure or use of Confidential Information or other breach or violation of any of the provisions of this Section 7 may cause irreparable harm to Disclosing Party and that remedies at law may be inadequate to protect against breach of this confidentiality obligation. The parties hereby agree in advance that Disclosing Party shall have the right, in addition to all other available remedies, to seek injunctive relief without proof of actual damages in order to prevent such acts, attempts and violations. Nothing herein shall prevent either party from competing in good faith for the business of any customers, provided it does not use for such purpose any Confidential Information of the other party obtained in connection with any transaction placed through the Licensed Platform.

Any information collected or received from use of the Licensed Platform shall only be used for business purposes as allowed pursuant to the terms of this Agreement. Licensee and User agree to comply with any relevant national data protection or privacy laws. Any information transmitted through the Licensed Platform and protected by such data protection or privacy laws will not be disclosed to third parties that are not actual or potential parties to a reinsurance arrangement without the written consent of the party that own or controls the data.

Notwithstanding the confidentiality obligations of Aon under this Agreement, Licensee and User agree that Aon and other entities controlling, controlled by, or under common control with Aon (collectively, “Aon Affiliates”) shall have the right to collect, compile, anatomize and aggregate any and all information transmitted through, stored on or otherwise received or collected in connection with the Licensed Platform (collectively, the “Collected Information”). Collected information shall not be shared with or used for the benefit of any other party other than for the purpose of effecting the transactions for which the Collected Information is provided, except that Collected Information may be used by Aon or any Aon Affiliate so long as such Collected Information is anonymized or aggregated with other client or industry information such that Collected Information cannot be reverse engineered or otherwise manipulated to identify Licensee as its source.

8.   termination. This Agreement, including the limited license granted pursuant Section 1 of this Agreement, shall be effective for a period of one (1) year from the Effective Date of this Agreement (the “Initial Term”) and shall automatically renew thereafter for subsequent one year periods ( the period of time in which this Agreement is effective and in force shall be referred to as the “Term”) unless either party provides the other party with written notice of its intent to terminate this Agreement no less than thirty (30) days prior to the beginning of any automatic renewal period. Additionally, Aon  shall have the right to terminate this Agreement, without advance notice, if Aon determines in its sole discretion that: (i) Licensee or User breaches any of the terms of this Agreement, (ii) Aon shall cease supporting or disable the Licensed Platform, or (iii) Licensee violates any applicable law or regulation in connection with its use or access to the Licensed Platform. Notwithstanding anything herein to the contrary, upon User’s cessation of employment, agency, or service as independent contractor with or for Licensee, this Agreement, including the limited licensed granted herein to Licensee and User, shall immediately terminate and User shall immediately cease accessing and using the Licensing Platform. Licensee shall notify Aon immediately upon User’s cessation of employment, agency, or service as independent contractor with or for Licensee. Upon termination of this Agreement for any reason or termination of Licensee’s employee’s or representative’s status as a named user of the Licensed Platform, Licensee shall immediately stop using any associated User ID or password used for the purpose of accessing or using the Licensed Platform. Termination shall not relieve either party of its obligations or liabilities accruing hereunder prior to the date of such termination. The foregoing rights of termination are in addition to all rights and remedies otherwise provided in this Agreement or by law. Sections 4, 6, 7, 10, 11, 12, 22, 23, and 24 shall survive any termination of this Agreement.

9.   FOREIGN USE AND EXPORT OF INFORMATION. Aon controls the Licensed Platform from offices within the United States of America. Aon makes no claims that information transmitted through the Licensed Platform is appropriate to be sent or viewed outside of the United States. Transmission of certain information through the Licensed Platform may not be legal by certain persons or in certain countries. Licensee and User are responsible for compliance with the laws of Licensee’s and User’s jurisdiction(s). Licensee and User acknowledge that the United States controls the export of products and information. Licensee and User agree to comply with such laws and not to export any information prohibited under the export control laws. By accessing or using the Licensed Platform and receiving information through such access or use, Licensee and User agree it is not in a country where such export is prohibited or is a person or entity to which such export is prohibited.

10.  DISCLAIMER OF WARRANTIES. The Licensed Platform and any support services related to the Licensed Platform are provided to LICENSEE AND USER “AS IS”, AND ALL OTHER WARRANTIES, WITH RESPECT TO THE LICENSED PLATFORM, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED BY AON TO THE MAXIMUM EXTENT PERMITTED BY THE LAW, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR FREEDOM FROM INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. AON expressly disclaims any warranty that the Licensed Platform or the operation of the Licensed Platform with other software applications will be uninterRupted or error free. AON also expressly disclaims any warranties to any party other than LICENSEE and user.

AON DOES NOT WARRANT THAT THE FUNCTIONS, FEATURES OR MATERIAL CONTAINED WITHIN THE LICENSED PLATFORM WILL BE UNINTERRUPTED OR OPERATE ERROR FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT THE LICENSED PLATFORM AND THE SERVER(S) IT OPERATES ON ARE FREE FROM COMPUTER VIRUSES OR OTHER HARMFUL GOODS OR PRODUCTS. AON DOES NOT REPRESENT, GUARANTY OR IN ANY MANNER WARRANT THE RESULT OF USING THE LICENSED PLATFORM. CONSEQUENTLY, LICENSEE AND USER USE THE LICENSED PLATFORM AT their OWN RISK.

11.  DISCLAIMER OF LIABILITY. AON disclaims any LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RELATING TO THE LICENSED PLATFORM OR ITS USE BY LICENSEE or user, OR ANY OTHER PERFORMANCE UNDER OR PURSUANT TO THIS AGREEMENT (INCLUDING LIABILITY FOR NEGLIGENCE). AON further disclaims any liability for ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, whatsoever, WHETHER IN AN ACTION BASED ON CONTRACT, TORT OR STATUTE EVEN IF AON has BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. NEITHER AON NOR ANY AON AFFILIATE SHALL BE LIABLE FOR ANY DAMAGES THAT LICENSEE OR USER MAY SUFFER OR INCUR IN CONNECTION WITH THE (a) USE OF THE LICENSED PLATFORM, (b) FAILURE IN THE PERFORMANCE OF THE LICENSED PLATFORM OR (c) THE INABILITY TO PROCESS OR EFFECT A TRANSACTION ON THE LICENSED PLATFORM IF THE NETWORK ON WHICH THE LICENSED PLATFORM SITS IS DISABLED FOR MAINTENANCE OR OTHER REASONS.

IF LICENSEE OR USER IS NOT ABLE TO PROCESS OR EFFECT A TRANSACTION THROUGH THE LICENSED PLATFORM, OR REVIEW OR RETRIEVE ANY INFORMATION OR MATERIALS IN CONNECTION THEREWITH, THEN THE EXCLUSIVE REMEDY FOR LICENSEE OR USER SHALL BE LIMITED TO ASSISTANCE FROM A REINSURANCE BROKER EMPLOYED BY AON OR AN AON AFFILIATE TO MAKE A REASONABLE ATTEMPT TO RESOLVE THE CONCERNS OF LICENSEE OR USER, ALTHOUGH SUCH ASSISTANCE SHALL BE PROVIDED WITHOUT ANY REPRESENTATION OR WARRANTY THAT SUCH ASSISTANCE WILL RESULT IN AN OUTCOME SATISFACTORY TO LICENSEE OR USER.

THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION (PROPRIETARY, CONFIDENTIAL, OR OTHERWISE) IS NOT GUARANTEED BY AON OR ANY AON AFFILIATES. THERE MAY BE INACCURACIES, OMISSIONS, OR DELAYS IN THE INFORMATION. LICENSEE AND USER AGREE THAT NEITHER AON NOR ANY AON AFFILIATES SHALL HAVE ANY LIABILITY FOR THE ACCURACY, COMPLETENEESS OR TIMELINESS OF INFORMATION CONTAINED ON OR OTHERWISE IN CONNECTION WITH THE LICENSED PLATFORM, OR FOR ANY DECISION MADE OR ACTION TAKEN BY LICENSEE OR USER IN RELIANCE ON INFORMATION CONTAINED ON OR OTHERWISE IN CONNECTION WITH THE LICENSED PLATFORM.

AON IS PROVIDING THE LICENSED PLATFORM TO FACILITATE REINSURANCE TRANSACTIONS THAT LICENSEE MAY BE A PARTY TO AT ANY GIVEN TIME. AON IS NOT AND SHALL NOT BE DEEMED TO BE A PARTY TO ANY REINSURANCE TRANSACTION PROCESSED THROUGH THE LICENSED PLATFORM AND AON IS NOT, AND SHALL NOT BE DEEMED TO BE, A BROKER, AGENT OR REPRESENTATIVE IN ANY CAPACITY TO LICENSEE OR USER AS A RESULT OF PROVIDING THE LICENSED PLATFORM. AON MAKES NO ATTEMPT TO VERIFY THE FINANCIAL VIABILITY OF LICENSEE OR ANY COUNTERPARTY OF LICENSEE TO ANY TRANSACTION CONDUCTED THROUGH THE LICENSED PLATFORM OR TO VERIFY THE COMPLETENESS, TIMELINESS, ACCURACY, OR SUFFICIENCY OF INFORMATION PROVIDED BY OR TO LICENSEE OR ANY OTHER PARTY ACCESSING OR USING THE LICENSED PLATFORM. AON EXPRESSLY DISCLAIMS ANY WARRANTY THAT A COUNTERPARTY TO A TRANSACTION WILL COMPLY WITH THE TERMS OF ANY REINSURANCE TRANSACTION. LICENSEE’S AND USER’S USE OF THE LICENSED PLATFORM IS AT LICENSEE’S SOLE RISK.

LICENSEE SHALL BE SOLELY RESPONSIBLE FOR ADEQUATE PROTECTION AND BACKUP OF THE DATA AND EQUIPMENT USED IN CONNECTION WITH THE LICENSED PLATFORM AND AON AND AON AFFILIATES SHALL HAVE NO LIABILITY  FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES, ATTORNEY FEES, OTHER COSTS OR ANY DAMAGES RELATED TO OR RESULTING FROM LOSS OF USE OF DATA, USE OF THE LICENSED PLATFORM, LOSS OF BUSINESS, PROFITS OR GOODWILL, WORK STOPPAGE OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES TO LICENSEE OR USER FOR ANY DATA THAT IS LOST AND/OR UNABLE TO BE RESTORED IN CONJUNCTION WITH THE USE OF THE LICENSED PLATFORM. NEITHER AON NOR ANY AON AFFILIATES SHALL HAVE ANY LIABILITY IF ANY THIRD PARTY INAPPROPRIATELY ACCESSES OR ACQUIRES ANY DATA OR INFORMATION ENTERED INTO THE LICENSED PLATFORM.

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL BE INTERPRETED IN A COMPREHENSIVE MANNER SO AS TO LIMIT THE LIABILITY OF AON AND ALL AON AFFILIATES TO THE MAXIMUM EXTENT PERMITTED BY THE LAW AND ALL EXAMPLES ARE ILLUSTRATIVE AND NOT EXHAUSTIVE. THE LIMITATIONS IN THIS SECTION 11. ARE SEPARATE AND INDEPENDENT OF ANY OTHER REMEDY OR LIMITATIONS SET FORTH IN THIS AGREEMENT AND SHALL NOT FAIL IF SUCH OTHER LIMITATION OR REMEDY FAILS.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT ARE A FUNDAMENTAL COMPONENT OF THE CONSIDERATION GIVEN TO AON TO ENTER INTO THE TERMS OF THIS AGREEMENT WITH LICENSEE AND USER, AND AON WOULD NOT OTHERWISE ENTER INTO THE TERMS OF THIS AGREEMENT WITHOUT SUCH CONSIDERATION.

12.  INDEMNIFICATION. Licensee shall indemnify, defend and hold harmless Aon and all Aon Affiliates and their directors, officers, employees and other representatives (collectively, the “Indemnified Parties”) from and against any and all loss (including without limitation loss of profits, loss of business, depletion of goodwill and similar losses and any loss of, or damage to, any property of, or injury to or death of, any person) and costs (including attorneys’ fees, damages, court costs, and any other costs or fees) suffered or incurred by the Indemnified Parties arising from, relating to or in connection with (a) any negligent act or omission by User, Licensee or Licensee’s officers, directors, employees, agents, or representatives (collectively, “Representatives”) arising directly or indirectly under this Agreement, (b) any breach of this Agreement by Licensee, or its Representatives, or User, (c) any claims or costs where Aon has disclaimed liability, (d)  Licensee’s or User’s access to or use of the Licensed Platform, or (e) any third party claim of intellectual property infringement caused by Licensee’s or User’s access to or use of the Licensed Platform in combination with software not supplied or approved in writing by Aon, or resulting from any unauthorized use of, or modification to, the Licensed Platform.

13.  Independent Contractors. The parties are independent contractors and no partnership, joint venture, employment, or agency relationship is created by this Agreement. This Agreement does not make either party the agent or legal representative of the other for any purpose whatsoever.

14.  Governing Law. The validity, construction, performance, enforcement, and remedies of or relating to this Agreement, and the rights and obligations of the parties hereunder, shall be governed by the laws of the State of Minnesota, United States of America (without regard to the conflict of laws, rules, or statutes of any jurisdiction). Aon, Licensee, and User consent to exclusive jurisdiction in the State of Minnesota and agree that all issues arising under this Agreement shall be resolved within the sole venue of the courts of the State of Minnesota.

15.  Assignability. Neither Licensee nor User may assign or otherwise transfer any of their rights or obligations under this Agreement to any third party except with the prior written consent of Aon. Aon may assign or otherwise transfer its rights and obligations under this Agreement to any Aon Affiliate, any successor in interest (by merger, operation of law, or otherwise), and any purchaser of all or substantially all of the assets or business of Aon or an Aon Affiliate. Any prohibited assignment shall be null and void.

16.  Non-Waiver. No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have so waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any subsequent breach.

17.  Successors and Assigns. All covenants, representations, warranties, and agreements of the parties contained herein shall be binding upon and inure to the benefit of parties hereto and their permitted successors and assigns.

18.  Severability. If for any reason any provision of this Agreement shall be finally determined by a court of competent jurisdiction to be legally invalid or unenforceable, every other provision of this Agreement shall remain in full force and effect and the validity, legality and enforceability of the remainder of this Agreement shall not be affected. With respect to any provision so determined to be invalid or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced.

19.  Notices. Any notice or other communication required or permitted to be given under this Agreement shall be made in writing and shall be deemed properly delivered when (a) served personally on the party to which notice is to be given, (b) mailed by first class mail, registered or certified, return receipt requested, with first class postage prepaid, and properly addressed to the parties at their addresses as designated in the introductory paragraph of this Agreement (or to such other address designated in writing by one party to the other), or (c) delivered by an internationally recognized overnight delivery service (such as, without limitation, FedEx) to the parties at their addresses as designated in the introductory paragraph of this Agreement (or to such other address designated in writing by one party to the other).

20.  Force Majeure. Neither party shall be liable to the other for its failure to perform any of its obligations under this Agreement during any period in which such performance is delayed because rendered impracticable or impossible due to circumstances beyond its reasonable control (without limitation, acts of God, war, riot, terrorism, malicious acts of damage, fire, failure of the public electricity supply, or strike, lock-out or labor dispute).

21.  Entire Agreement. This Agreement, including all exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous written or oral agreements and all other communications relating to the subject matter hereof.

22.  OTHER VERSIONS of agreement. Aon may, in Aon’s sole discretion, supplement, modify, substitute or otherwise alter the terms of the Licensed Platform and/or this Agreement from time to time. In the future, if User clicks “I Agree” to electronically accept any modified version of this Agreement, or a substitute license or use agreement in lieu thereof, the agreement between the parties shall be effectively modified and the new agreement (whether a modified or substitute agreement), to which the User agreed on its own behalf and on behalf of Licensee, shall supersede this Agreement and shall govern the relationship between Aon and Licensee and User with respect to the access to or use of the Licensed Platform.

23.  authority OF USER. USER REPRESENTS AND WARRANTS AS FOLLOWS: (1) USER HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE; (2) USER HAS THE AUTHORITY TO USE OR ACCESS THE LICENSED PLATFORM AS AN EMPLOYEE, AGENT, OR INDEPENDENT CONTRACTOR OF LICENSEE; (3) USER WILL USE OR ACCESS THE LICENSED PLATFORM ONLY FOR ITS INTENDED PURPOSE AND AT ALL TIMES IN ACCORDANCE WITH THIS AGREEMENT; AND (4) USER WILL NOT USE OR ACCESS THE LICENSED PLATFORM FOR ANY REASON AT ANY TIME AFTER USER’S RELATIONSHIP (EMPLOYMENT, CONTRACTUAL, OR OTHERWISE) WITH LICENSEE HAS TERMINATED.

24.  COOKIE NOTICE AND PRIVACY STATEMENT. Licensee hereby acknowledges and agrees to the terms of the Cookie Notice and Privacy Statement available on the Aon.com website (collectively, the “Online Policies”), which can also be viewed by an Authorized User while accessing the System. The purpose of these Online Policies is to explain that, during Licensee’s use of the System or other online platforms or websites maintained by or on behalf of Aon or its Aon Affiliates (collectively, “Aon Websites”), Aon or its Aon Affiliates may place “cookies” on devices in accordance with the Cookie Notice and will use personal information, if any, in accordance with the Privacy Statement. Licensee understands and agrees that the Online Policies may be updated or substituted from time to time without notice and, at all times, this Agreement refers to the Online Policies that are the most recent versions available to Licensee on the System or on any Aon Website.

25.  DATA PROTECTION AND ELECTRONIC PROCESSING. For purposes of this Agreement:(i)“Agreement Personal Data” means any personal data (including sensitive or special categories of personal data including but not limited to data revealing medical conditions, criminal convictions or offenses) that is processed under or in connection with the services performed under this Agreement; (ii) “Aon Group” means Aon and any of its Aon Affiliates from time to time; (iii) “Business Day” means a day except Saturdays and Sundays and public holidays in the United States (or where relevant its territories); (iv) “DP Laws” means any applicable data protection laws relating to the protection of individuals with regards to the processing of personal data including (v) EU Data Protection Directive 95/46/EC (“DP Directive”) as implemented by EU member states; (b) the General Data Protection Regulation (EU) 2016/679 (“GDPR”) from 25 May 2018; (w) laws implemented by EU member states which contain derogations from, or exemptions or authorisations for the purposes of, the GDPR, or which are otherwise intended to supplement the GDPR; (x) Directive 2002/58/EC (“ePrivacy Directive”) as implemented by EU member states or in the UK (as may be applicable); (y) any legislation that, replaces or converts into domestic law the GDPR and/or the ePrivacy Directive (as may be updated or replaced) or any other law relating to data protection, the processing of personal data and privacy as a consequence of the United Kingdom leaving the European Union; and/or (z) any corresponding or equivalent national laws or regulations including any amendment, update, modification or re-enactment of such laws; (v) "EEA" means the European Economic Area; (vi) “Personal Data Breach” means any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Agreement Personal Data; (vii) "Supervisory Authority" means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering DP Laws; and,(viii) the terms “controller”, “processor”, “data subject”, “personal data”, “processing” and “special categories of personal data” shall all have the meanings given to those terms in under either the DP Directive or the GDPR as applicable (and related terms such as “process” shall have corresponding meanings).

b.   Each of the parties is and will remain a separate and independent controller in respect of the Agreement Personal Data and shall independently determine the purposes and means of such processing. Each party warrants that it will observe all applicable requirements of DP Laws and these terms in relation to its processing of the Agreement Personal Data.

c.   Licensee acknowledges and understands that Aon gathers personal data from Licensee for (i) the delivery of the services; (ii) the management of its relationship with Licensee, including the marketing of products or services to Licensee which may be of interest to Licensee, invoicing, the settlement of disputes and associated business administration; and (iii) the development of Aon Group’s products and services (for example conducting benchmarking, market research, data analysis), for the purposes of which Aon shall process aggregated, de-identified data, and shall not publish externally or otherwise disclose any information which derives from data originating from Licensee which would identify an underlying data subject or Licensee without Licensee’s prior consent. Licensee acknowledges and understands that Aon shall act as a controller of any personal data which is processed and shall comply with DP Laws in respect of such processing.

d.   Licensee agrees that the Agreement Personal Data provided or made available to Aon by Licensee or on Licensee’s behalf can be used by the Aon Group (and its service providers) for the purposes of the services and in accordance with the terms of this Agreement and Licensee confirms that Licensee has (i) provided or shall provide a notice to all relevant data subjects (for example Licensee’s employees or insureds) which describes the disclosure of Agreement Personal Data to Aon for the purposes envisaged by the Agreement (further details of which are available on Aon’s website at https://www.aon.com/about-aon/privacy.jsp); (ii) obtained or shall obtain all consents from data subjects necessary for Aon to process the Agreement Personal Data for the purposes of performing  services; (iii) complied and shall comply with the DP Laws and with guidance from all relevant Supervisory Authorities; and (iv) otherwise complied with and shall comply with all the relevant regulations and legislation.

e.   Each of the parties will, on request, provide the other with reasonable assistance, information and cooperation, at its own expense, to ensure the other party's compliance with the respective obligations under DP Laws in relation to the Agreement Personal Data.

f.    If a data subject makes a written request to a party to exercise their rights in relation to the Agreement Personal Data that concerns processing in respect of which the other party is the controller, such party shall (i) forward the request to the other party promptly and in any event within five (5) Business Days from the date on which it received the request; and (ii) upon the other party’s reasonable written request, provide that other party with reasonable cooperation and assistance in relation to that request to enable the other to respond to such request and meet applicable deadlines under DP Laws.

g.   If either party (the “Data Receiving Party”) receives any complaint, notice or communication from a Supervisory Authority which relates directly or indirectly to the other party’s (i) processing of the Agreement Personal Data; or (ii) a potential failure to comply with DP Laws, the Data Receiving Party shall, to the extent permitted by law, promptly forward the complaint, notice or communication to the other party and provide the other party with reasonable cooperation and assistance in relation to the same.

h.   Each party shall implement appropriate technical and organizational security measures in relation to the processing of the Agreement Personal Data by or on behalf of such party in the performance of this Agreement, which shall ensure a level of security appropriate to the risk including, as appropriate, (i) pseudonymisation and encryption; (ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (iii) the ability to restore the availability and access to the Agreement Personal Data in a timely manner in the event of a physical or technical incident; and (iv) a process for regularly testing, assessing and evaluating the effectiveness of those measures.

i.    If either party becomes aware of a Personal Data Breach involving Agreement Personal Data, it shall notify the other party without undue delay, and each party shall cooperate with the other, to the extent reasonably requested, in relation to any notifications to Supervisory Authorities or to data subjects which either party is required to make under DP Laws.

j.    Due to the global nature of services provided by Aon and the Aon Group, Agreement Personal Data may be transmitted, used, stored and otherwise processed outside of the country in which it was submitted. The parties acknowledge that Aon may transfer and otherwise process or have transferred or otherwise processed Agreement Personal Data outside the United Kingdom, the EEA or the country in which the services under this Agreement are provided that such transfer is made in compliance with applicable DP Laws.

k.   If Aon provides any additional services to Licensee that require Aon to process Agreement Personal Data as a processor on Licensee’s behalf, any additional terms relating to that processing and ensuring its compliance with DP Laws may be set out in a separate agreement.

l.    Licensee agrees that Aon may transact business on Licensee’s behalf, including placing insurance or reinsurance policies, submitting claims and underwriting information, by means of third party electronic systems. Licensee agrees that any and all documentation, information or other material sent over such systems will be treated as being in writing, and no different from any paper document. Licensee agrees that contracts made electronically are valid and legally enforceable.

26.  ELECTRONIC ACCEPTANCE. If Licensee or User does not agree to all of the terms and conditions of this Agreement, User shall select “I Disagree” below.   BY CLICKING “I AGREE” BELOW, LICENSEE (THROUGH EACH INDIVIDUAL USER) AND USER AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.