Applied Rater License Agreement

Applied Rater® License Agreement

PLEASE READ THIS DOCUMENT AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THIS APPLIED RATER APPLICATION SOFTWARE (the “Applied Rater App”).  THIS APPLIED RATER LICENSE AGREEMENT (“Agreement”) IS A LEGAL AGREEMENT BETWEEN “You” (EITHER YOURSELF INDIVIDUALLY, OR, IF THE APPLIED RATER APP IS BEING INSTALLED AND/OR USED ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY, THEN SUCH ENTITY) AND APPLIED SYSTEMS, INC. (“APPLIED”).  

BY INSTALLING OR USING THE APPLIED RATER APP AFTER BEING PRESENTED WITH THE TERMS OF THIS AGREEMENT, AND/OR BY EXECUTING A PROPOSAL OR ORDER INCORPORATING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.  IF THIS AGREEMENT IS BEING ENTERED INTO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THEN THE INDIVIDUAL PERSON DOING SO BY PERFORMING SUCH INSTALLATION, USE, AND/OR EXECUTION REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT.  IF SUCH PERSON DOES NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT INSTALL OR USE THE APPLIED RATER APP OR THE APPLIED RATER SERVICE.

Definitions

“Applied Rater” – The Applied Rater App, the Applied Rater Service, and any accompanying Documentation. 

“Documentation” – Instructions, support material or other information (whether in print, online, electronic, or other form) concerning the functionality and proper use of Applied Rater, as updated from time to time.

“Applied Rater Service” – The provision of access through the Applied Rater App to certain APPLIED programs, databases, web pages, and other online components designed to provide an insurance quoting solution and associated functionality for insurance agencies and brokerages.

License

Subject to the terms of this Agreement (including but not limited to the payment of applicable fees), APPLIED hereby grants You a non-exclusive, non-transferable, limited license to use the Applied Rater App (including any accompanying Documentation) in the United States only, solely in connection with Your internal insurance operations and in accordance with the Documentation. Access and use of the Applied Rater App are limited to the number of users for which You have paid the applicable fees, and all users must be Your common law or statutory employees or contractors providing non-technical services to You (e.g., administrative, sales, support, or staff augmentation). You shall be strictly liable for all access and use of Applied Rater by a user and for any violations of the terms and conditions of this Agreement by a user. In order to authenticate and operate the Applied Rater App, You will need an active Applied Rater Service account. In addition to the terms and conditions herein, Your access and use of the Applied Rater Service is further subject to the terms and conditions contained in: (i) the Applied Rater Service Terms of Use, which is attached hereto as Exhibit A and incorporated herein by reference; and (ii) the Applied Rater Service Level Agreement, which is attached hereto as Exhibit B and incorporated herein by reference.

Proprietary Information and License Restrictions

You agree that Applied Rater constitutes, embodies, and/or contains valuable trade secrets, proprietary information, and other confidential information owned by APPLIED or its licensors and that any use or disclosure to third parties not specifically authorized in writing by APPLIED or its licensors is prohibited. Accordingly, and except as otherwise agreed in writing, You will not disclose to any third party Applied Rater or any information provided through Applied Rater or by APPLIED in connection with the provision of Applied Rater to You. All right, title, and interest, including copyright and other intellectual property rights, in and to Applied Rater shall remain the property of APPLIED and its licensors. You will not: (i) modify, decompile, disassemble, reverse-engineer, or create derivative works based on Applied Rater or any component thereof, nor allow any third party to do the same; (ii) resell, re-license, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available or provide access to Applied Rater to any third party; and (iii) bypass or breach any security device or protection used for or contained in Applied Rater. All Updates, as well as ideas or suggestions made by You or Your users for program improvements, shall be the property of APPLIED and be subject to this Agreement. For the avoidance of doubt, Applied Rater (including any part or component thereof) shall not be considered a “work made for hire” or a work made in the course of employment unless explicitly agreed to in writing. You are not authorized to make any modifications of or to implement any program improvements to Applied Rater. To the extent You do notwithstanding this provision, You automatically assign, upon their creation, to APPLIED 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 has waived Your breach of this provision. For the avoidance of doubt, this Agreement does not give You any right to develop derivative works or to otherwise duplicate Applied Rater or any component thereof, except as expressly provided herein. All rights not expressly granted to You in this Agreement are reserved by APPLIED and its licensors. This section shall survive termination of this Agreement.

Fees and Payment

You agree to pay the fees as specified in the applicable Applied Rater proposal or order executed by You and incorporating the terms of this Agreement; if no such proposal or order exists, then You agree to pay the fees as specified in each invoice from APPLIED. All fee amounts are stated in U.S. Dollars and must be paid in U.S. Dollars. Except to the extent expressly stated otherwise in a proposal or order executed by You and incorporating the terms of this Agreement, all fees: (i) are to be paid in advance; (ii) are subject to APPLIED’s then-current rates; and (iii) shall be paid in accordance with the invoice.  All fees are exclusive of taxes, non-refundable, and earned upon receipt.  You agree to pay any and all customs, sales, use, property, excise, or other taxes due or assessed in connection with Your access and use of Applied Rater, exclusive of taxes based on APPLIED’s income. This section shall survive termination of this Agreement.

Optional Services

Applied Rater incorporates additional and optional services, some of which have additional user, location, transactional fees or other costs ("Additional Paid Services"). Your Applied Rater designated Account Administrator will have the ability and the responsibility for managing Your enrollment in and licensing of any Additional Paid Services (including but not limited to adding and removing Applied Rater users, locations, or ancillary services) from within the My Account area of Applied Rater. Monthly subscription purchases will result in a change to Your recurring fees for Applied Rater, and one-time purchases will be added to Your monthly invoice. The recurring fee for Paid Services is based on purchases agreed to in the My Account area by Your Account Administrator. The month following any Additional Paid Services purchases, APPLIED shall invoice You for any corresponding fees to get in sync with your current billing cycle. You can view the utilization of Additional Paid Services at any time by going to the My Account area of Applied Rater.

Continuous Development and Compatibility

You acknowledge and agree that: (i) use of Applied Rater is subject You meeting the minimum system, hardware and other requirements for Applied Rater stated in this Agreement (including the Applied Rater Service Level Agreement [Exhibit B]) and as may be further described in the Documentation for the corresponding version of Applied Rater utilized by You; (ii) Applied Rater remains under permanent development and is not error-free; (iii) You have the ultimate responsibility of backing up Your data and verifying the results, and that Applied shall have no responsibility or liability for Your data, including but not limited to its value, if deleted, destroyed or corrupted during the performance of this Agreement; (iv) features of Applied Rater may automatically download, install, and execute applets, applications, software extensions, and updated versions of Applied Rater ("Updates"), which may require you to accept updated terms and conditions prior to You being permitted to further use or access Applied Rater. APPLIED reserves the right to modify or discontinue, temporarily or permanently, any features, functionality or access of or to Applied Rater (or any part thereof) with or without notice, at any time. You agree that APPLIED shall not be liable to You or to any third party for any modification or discontinuation of features, functionality or access of or to Applied Rater (or any part thereof). APPLIED makes no warranty of compatibility, and You acknowledge that Applied Rater may not be compatible or function correctly with, and APPLIED has no obligation to support, any software, programs, services or equipment provided by You or any third party, even if obtained through APPLIED.

Endorsement, Copyrights, and Trademarks

No right, title or interest in or to any trademark, service mark, logo or trade name of APPLIED is granted under this Agreement. Additionally, APPLIED does not claim any endorsement, copyright, or trademark relating to third party software that may be included with this product, or third party vendors and carriers with whom Applied Rater interacts.

Disclaimer of Warranty

APPLIED RATER AND ALL COMPONENTS THEREOF (INLCUDING ANY INFORMATION OR DATA PROVIDED BY APPLIED RATER) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR USE OF APPLIED RATER IS SOLELY AT YOUR RISK. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.  APPLIED DOES NOT WARRANT THAT APPLIED RATER OR ANY COMPONENTS THEREOF (INLCUDING ANY INFORMATION OR DATA PROVIDED BY APPLIED RATER) WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS OR THAT OPERATION OF APPLIED RATER WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.  YOU SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, AND SUITABILITY OF APPLIED RATER AND ANY COMPONENTS THEREOF (INLCUDING ANY INFORMATION OR DATA PROVIDED BY APPLIED RATER).  APPLIED 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. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Limitations of Liability

IN NO EVENT SHALL APPLIED, ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL THEORY (CONTRCT, TORT OR OTHERWISE), INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION, THE COST OF RECOVERING ANY DATA, INFRINGEMENT, OR THE COST OF SUBSTITUTE SOFTWARE, EVEN IF APPLIED, ITS AFFILIATES OR AGENTS HAVE BEEN ADVISED OF, KNOW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.  YOUACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL AN AWARD FOR DAMAGES AGAINST APPLIED EXCEED THE FEE PAID TOWARD THIS AGREEMENT DURING THE THEN-MOST RECENT TWELVE (12) MONTH PERIOD. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Indemnification

You agree to indemnify, defend, and hold APPLIED and APPLIED’s affiliates, directors, officers, employees, agents and representatives, harmless from and against any and all claims, losses, damages, liabilities, costs, expenses or demands, including reasonable attorneys' fees, that arise out of or are related to Your breach of this Agreement or Your access to or use of Applied Rater, in any manner whatsoever; provided that APPLIED, in its sole discretion and at its sole cost and expense, may elect to defend itself in any dispute or proceeding involving APPLIED, upon written notice to You. This section shall survive termination of this Agreement.

Termination

This Agreement is effective until terminated as provided herein or as provided by law. Except as expressly agreed to otherwise by the parties in writing (e.g., a proposal or order executed by You and incorporating the terms of this Agreement), either party may terminate this Agreement upon thirty (30) days written notice to the other party.  APPLIED, in its sole discretion, may terminate this Agreement immediately upon written notice to You if You fail to comply with any provision of this Agreement, and You agree that APPLIED shall not be liable to You or any third party in connection with any such termination.  Upon termination of this Agreement, all licenses granted and services provided hereunder will immediately cease, You must immediately discontinue use of Applied Rater and promptly uninstall all copies of the Applied Rater App, and all amount owed by You to APPLIED shall immediately become due.

Third Party Software

Third-party software, services or programs installed with and/or used in conjunction with or as a part of Applied Rater may be subject to independent license agreements. You agree that the terms, conditions, and warranties, if any, for all such third-party software, services or programs - even if obtained through APPLIED - are made solely by the third-party provider or licensor of that third-party software, service or program and may change at any time, for which APPLIED shall not be responsible or liable for. You agree that Your use of such third-party software, services or programs is subject to, and limited to, those terms, conditions, and warranties, if any, offered by such third-party provider or licensor of that third-party software, service or program to You. Except as set forth herein, APPLIED makes no other representations or warranties with respect to any third-party software, service or program. The installer contains the third party software "Mozilla Firefox" subject to the Mozilla Public License, and may contain other software subject to other licensing terms.

Non-Identifiable Data

APPLIED collects information in order to provide optimal products and services.  In doing so, APPLIED collects information in two primary ways: (i) information obtained from You and Your users when establishing and maintaining a business relationship with APPLIED and (ii) information obtained from use of Applied Rater and its associated products and services. APPLIED collects and stores this information in order to perform its obligations under the Agreement; to deliver Applied Rater and its associated products and services; to deliver customer support and technical support in connection with Applied Rater and its associated products and services; for product and service research, development, and enhancement; and to issue invoices, manage accounts and records, and collect payments and debts.  In connection with the collection, storage, and use of information as described above, APPLIED will not disclose nonpublic personal information to any third party in a manner that identifies Your customers, except as expressly authorized by You or Your users in writing or as required or allowed by law or regulation.  For clarity, in using Applied Rater and its associated products and services as intended and at You or Your users’ instigation, You are authorizing certain information about and from You to be shared in a non-aggregated manner as directed by You or Your users through the use of Applied Rater and its associated products and services. Without limiting the foregoing, APPLIED may compile, store, extract, and/or modify identifiable and non-aggregated information collected from You and Your users and their use of Applied Rater and its associated products and services and render the source or subject of the information such that it no longer can be identified as being associated with You or Your customers (“Non-Identifiable Data”).  To the extent allowed by law, APPLIED may use Non-Identifiable Data: (a) for internal purposes (e.g., improving its software and services) and/or (b) to create statistical or benchmarking data, norms, and other information (e.g., “Applied customers process an average of 'x' amount of automobile policies through Applied Rater” or “XYZ Company has specialty programs for Midwest brokers”) that is then shared internally and with APPLIED’s customers, prospective customers, and third parties.  Use of Your information to develop Non-Identifiable Data shall be on a royalty-free, irrevocable basis, and APPLIED shall own all right, title, and interest in the compiled Non-Identifiable Data.  This section shall survive termination of this Agreement.

Acceptable Use Policy

You agree to abide by APPLIED’s and its service providers’ Acceptable Use Policy(ies). APPLIED’s Acceptable Use policy requires that You will not use Applied Rater to (i) engage in unlawful activity; (ii) violate the security of a network; (iii) transmit threatening, offensive, obscene, infringing, or defamatory material; (iv) allow access to a network by any third parties; and/or (v) send unsolicited messages that do not clearly identify the sender and provide a method to be removed from such a mailing list.

General Information

This Agreement and the relationship between the parties, including all activities directly or indirectly related thereto, shall be governed by, and interpreted in accordance with, the laws of the State of Illinois. You consent 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 (whether based in contract, strict liability or tort, including negligence). To the extent permitted by law, trial by jury is waived for any action between the parties. The section headings of this Agreement are for convenience of reference only and are not part of this Agreement nor shall they affect its interpretation. This Agreement is enforceable only by You and APPLIED, and no other party shall be a third-party beneficiary under or pursuant to the terms of this Agreement.  You may not transfer nor assign (in whole or in part) Applied Rater or this Agreement, including any rights or obligations hereunder, without the prior written consent of APPLIED, and any attempt to do so shall be void. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then such provision shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the subject matter herein, and APPLIED is not bound by any representations or inducements not set forth herein. Modifications to this Agreement can be made by APPLIED at any time, and electronic notice of any such modifications will be provided in the form of a click-through or other similar mechanism in Applied Rater. You acknowledge and agree that Your access or use of Applied Rater after such notice has been presented constitutes Your acceptance of such modifications. This section shall survive termination of this Agreement. 

 

EXHIBIT A

Applied Rater Service Terms of Use 

This Applied Rater Service Terms of Use (“Service Terms”) is subject to the terms and conditions of the Applied Rater License Agreement (“Agreement") between You and APPLIED.  In the event there is a conflict between a provision of these Service Terms and a provision found elsewhere in the Agreement, the provision in these Service Terms shall control.  Capitalized terms used, but not defined herein, shall have the meaning ascribed to the in the Agreement.  These Service Terms shall supersede any earlier terms or agreements that previously governed the Applied Rater Service.

Definitions

“Agent Data” – Data that You (or Your users) enter into (or cause to be entered into) the Applied Rater App or the Applied Rater Service, or that is provided by You to APPLIED in connection with Your use of Applied Rater.

License

Subject to the terms and conditions contained in the Agreement and these Service Terms (including but not limited to the payment of applicable fees), APPLIED hereby grants You a non-exclusive, non-transferable, limited license to access and use the Applied Rater Service (including any accompanying Documentation) through the Applied Rater App in the United States only, solely in connection with Your internal insurance operations and in accordance with the Documentation. Access and use of the Applied Rater Service are limited to the number of users for which You have paid the applicable fees, and all users must be Your common law or statutory employees or contractors providing non-technical services to You (e.g., administrative, sales, support, or staff augmentation). You shall be strictly liable for all access and use of Applied Rater by a user and for any violations of the terms and conditions of this Agreement by a user. If APPLIED reasonably believes that You or Your users have violated any provision of the Agreement (including these Service Terms) or that Your Applied Rater Service account (or any portion of the Applied Rater Service) is being accessed, disclosed or used in an unauthorized manner, APPLIED reserves the right, in its sole discretion, to immediately terminate or suspend Your access to the Applied Rater Service (or applicable portion thereof) at any time, without notice to You.  You agree that APPLIED shall not be liable in any way to You or any third party for any such termination or suspension of access to the Applied Rater Service.

Your Responsibilities

You acknowledge and agree that You are using the Applied Rater Service through Your own initiative and You are solely responsible for and must at all times: (i) comply with all applicable federal, state or local laws, regulations or ordinances and any organizational laws and regulations in relation to your use of the Applied Rater Service and any Agent Data; (ii) maintain an active and paid Applied Rater Service account in order to access to the Applied Rater Service; (iii) protect your Applied Rater Service user credentials in order to prevent unauthorized or unlawful access, disclosure or use of the Applied Rater Service; and (iv) confirm the accuracy of any Agent Data or other data transferred to or from Applied Rater. You warrant that You have the sufficient rights, interest, and authority for the use, collection, disclosure, and access of and to Agent Data as contemplated by this Agreement. This section shall survive termination of the Agreement. 

Our Responsibilities

APPLIED will: (i) use commercially reasonable efforts to make the Applied Rater Service available to you 24x7x365 subject to the Applied Rater Service Level Agreement (Exhibit B); (ii) provide reasonable telephone and email customer support during standard business hours (8:30 AM-5:00 PM CST Monday-Friday excluding public holidays) at no additional charge; and (iii) use commercially reasonable efforts to protect the security, confidentiality, and integrity of Agent Data.

Treatment of Agent Data

APPLIED agrees to maintain commercially reasonable administrative, physical, and technical safeguards to protect Agent Data. Agent Data within Your Applied Rater Service account is stored on servers in a 'SAS70 Type II', 'PCI Data Security Standards Type 1', and 'ISO 27001' compliant facility and can be accessed, modified or deleted by You through the Applied Rater Service. Your access to Agent Data through the Applied Rater Service requires an active Applied Rater Service account. Your Agent Data may be exported in CSV format from an active, fully-paid account at Your request with 30 days’ prior written notice.

No Duty To Monitor

Some aspects of the Applied Rater Service are based on user input and third party systems (e.g., report order vendors and insurance carriers). You acknowledge and agree that any information or data received from these outside entities may be inaccurate or incomplete and that APPLIED is not required to monitor or guarantee the accuracy or completeness of these aspects of the Applied Rater Service.

Data Prefill Service

The following additional licensing terms and conditions and restrictions apply to Your use of the Data Prefill service portion of the Applied Rater Service ("Data Prefill", and which term includes any information or data provided by or through Data Prefill ("Data Prefill Data")). These terms and conditions apply regardless of whether You are using Data Prefill on a complimentary or paid basis. In the event there is a conflict between a provision of this Data Prefill Service section and a provision found elsewhere in the Agreement, the provision in this Data Prefill Service section shall control.

• Your use of Data Prefill is optional and there is no obligation on Your part to access or use it. You may opt out of receiving Data Prefill (including any complimentary or paid Data Prefill lookups) by visiting the My Account area of Applied Rater and following the instructions on the applicable link provided.
• You may only access and use Data Prefill for the sole purpose of obtaining insurance rates or quotes for an insurance applicant pursuant to their express request to You for such insurance rates or quotes.
• You must instruct all users whom access or use Data Prefill that no further disclosure of the Data Prefill Data may be made to any person, except the insurance applicant to which the Data Prefill Data pertains, and that Data Prefill may be used only for the purpose of obtaining insurance rates or quotes.
• You must independently verify any and all Data Prefill Data directly with the insurance applicant prior to storing, copying, transmitting or otherwise using the Data Prefill Data in any manner whatsoever.
• You shall not resell nor broker Data Prefill to any third-party.
• You shall not use Data Prefill: (i) for marketing purposes; (ii) to provide any data processing services to third-parties; (iii) to evaluate data for third-parties; (iv) to compare Data Prefill against a third party's data processing services; (v) to create a competing product; (vi) for personal (non-business) purposes; or (vii) for employment purposes (including but not limited to hiring, termination, and promotion decisions).
• You shall not access or use Data Prefill from outside the United States.
• Your use of Data Prefill will not knowingly violate any agreements to which You are bound.
• You shall comply with all applicable laws, regulation and rules which govern Your use of Data Prefill.
• In the event You learn or have reason to believe that Data Prefill has been accessed, disclosed, or used in an unauthorized manner or by an unauthorized person, You must provide immediate written notice to APPLIED of such event and cooperate with and provide all requested assistance to APPLIED in connection with such an event.
• In the event APPLIED's third-party provider of Dat Prefill ceases to provide or limits the provision of Data Prefill (or any portion thereof) to APPLIED due to causes beyond APPLIED's reasonable control or due to termination or modification of APPLIED's contract with such third-party provider, then APPLIED shall have the right to immediately cease or limit delivery to You of Data Prefill (or applicable portion thereof) to the extent so ceased or limited by such third-party provider. In this event, APPLIED shall not be liable in any way with respect to such cessation or limitation, and any such cessation or limitation shall not constitute a breach of this Agreement.
• APPLIED may, upon reasonable notice, review Your records, processes, and procedures (including, but not limited to security procedures) reasonably related to Your use of Data Prefill (including Your use, storage and disposal of Data Prefill Data). Further, certain third-party data providers, such as Departments of Motor Vehicles or its outsourced providers and credit bureaus, require the right to conduct such reviews, either directly or through APPLIED, and You consent to such third-party reviews as a condition to receiving Data Prefill Data derived from such third parties. You agree to cooperate fully with any and all reviews and provide responses within any designated timeframes. All information reviewed, collected, accessed or prepared ("Audit Materials") shall be considered Your confidential and privileged information. Notwithstanding the foregoing, You agree that APPLIED and such third parties have the right to retain copies of all Audit Materials for a period of five years unless longer retention is required by any such third-party requirements or applicable law.
• You must, at all times, be properly credentialed with APPLIED's third-party provider of Data Prefill (including possessing a valid customer or agent-specific account identification number from such third-party provider), as well as remain in compliance with any agreement You may have with such third-party provider and/or any other instructions or requirements arising from such third-party provider (whether imposed on You directly by such third-party provider or indirectly by APPLIED in connection with its obligations to such third-party provider.)
• You shall train all users whom access or use Data Prefill on Your obligations regarding Data Prefill, including but not limited to the requirements and restrictions herein. All of the restrictions and obligations hereunder shall also fully apply to any and all such users, and to the extent any such user breaches an obligation hereunder, said breach shall be deemed a breach by You of this Agreement.

 

 

EXHIBIT B

Applied Rater Service Level Agreement

This Service Level Agreement ("SLA") is subject to the terms and conditions of the Applied Rater License Agreement (“Agreement") between You and APPLIED.  In the event there is a conflict between a provision of this SLA and a provision found elsewhere in the Agreement, the provision in this SLA shall control.  Capitalized terms used, but not defined herein, shall have the meaning ascribed to the in the Agreement.  This SLA shall supersede any earlier terms or agreements that previously governed the subject matter herein.

System Requirements

Applied Rater requires You to have, at a minimum, a computer system with the following specifications:

Operating System & Software

• Windows 7, 8, 8.1, or 10 (or compatible terminal server versions)
• Internet Explorer 11

Minimum Hardware

• 3.0 Ghz Dual CPU
• 512 MB RAM Free
• 250 MB Hard Drive Storage Free

Internet Connectivity

• An industry-standard broadband Internet connection

While Applied Rater may be functional on other system configurations, including alternative operating systems and lesser hardware specifications, Applied Rater may not be fully performant if You are attempting to run it on a system not meeting the requirements above.

Agency Responsibilities

To access and utilize the Applied Rater Service, You must:

• Provide an Internet connection with sufficient bandwidth and quality to allow trouble-free browsing and data uploading and downloading;
• Provide a fully functional computer capable of running the Applied Rater App;
• Have installed the latest release of the Applied Rater App.

Scheduled Maintenance

If the Applied Rater Service becomes unavailable, You should promptly notify APPLIED. You acknowledge and agree that, from time to time, the Applied Rater Service may be inaccessible or inoperable in order to perform updates or maintenance of the Applied Rater Service (“Scheduled Maintenance”). In this situation, APPLIED will endeavor to perform such activities outside of the standard work hours of 6AM to 9PM Central Time).

Downtime

The inability by You or Your users to access or use Applied Rater (in whole or in part) that is caused by or associated with any of the following, and which may or may not be reasonably foreseeable by APPLIED, is collectively referred to as “Downtime”:

• Failure of any power, facilities, equipment, applications, systems or connections at Your location or which are not owned or operated by APPLIED;
• Scheduled Maintenance;
• Domain Name Service (DNS) issues outside the direct control of APPLIED;
• Disturbance due to the general infrastructure of Internet routing and relaying;
• Your acts or omissions, including without limitation, any negligence, willful misconduct, or use of Applied Rater in breach of Agreement; or
• Any reason beyond the reasonable control of Applied (including, without limitation, acts of God or any governmental body, war, sabotage, fire, flood, earthquake, labor disturbance, and any errors or unavailability of any data, software, service, or program provided by APPLIED's licensors or any other third party that may be utilized by or with Applied Rater).

APPLIED shall not be responsible nor liable to You or any third party, in any way, for Downtime.