Xactware Solutions, Inc. License Agreement

Last updated: October 17, 2024

Thank you for choosing our products and services. The products and services are provided by Xactware Solutions, Inc. of 1100 West Traverse Parkway, Lehi, Utah 84043, United States on behalf of itself and its affiliates and subsidiaries (hereinafter referred to as “Verisk,” “we,” “our,” or “us”). For purposes of this agreement “you” means the person accepting the terms of this EULA (as defined below).

If you need to contact us, you may call us at 801-764-5900 or email us at xactwarelegaladministrator@verisk.com.

1. Binding Terms

1.1. You have or the company you are employed by (the “Verisk Customer”) has entered into a contract with us for access to and use of the Services as defined below (the “Services Agreement”). You may also enter into an agreement directly with us by accepting this EULA. You have no rights under the Services Agreement unless you are a party to it.

1.2. By using our Services, you confirm that you have read, understood, and agree to these terms, and that an enforceable contract (the “EULA”) comes into force between you (the end user) and us. If you do not agree to the EULA, you must not use the Services.

1.3. We may change the terms of the EULA from time to time. If we do, we will publish the updated terms on our website and notify you through the Services, on our website, by email, or otherwise. The updated terms will come into effect when you first use the Services after we have published the updated terms.

2. Covered Products

2.1. The EULA applies to the following products and services, whether provided online, via a mobile device, or the desktop version (the “Services”):

(a) Allyne

(b) Benchmark

(d) ContentsTrack

(e) Direct Supplier

(f) Inspection Manager

(g) OneXperience

(h) PlaCrd

(i) Property Preservation Wizard (“PPW”)

(j) PropX

(k) Pruvan

(l) Punchlist Manager

(m) Respond

(n) Respond MAP

(o) Restoration Manager

(p) Time and Materials

(q) XactAnalysis

(r) XactAnalysis Insights

(s) XactAnalysis Quality Review Tool

(t) XactAnalysis SP

(u) XactContents

(v) XactContents Professional

(w) Xactimate

(x) Xactimate Professional

(y) XactPRM

(z) XactRebuild

(aa) XactRemodel

(bb) XactRestore

(cc) XactScope

(dd) Xactware Classroom

(ee) XactXpert

(ff) Any other Verisk product referenced in the Services Agreement or added to the EULA from time to time.

2.2. We explain how we collect and use personal information in the Xactware Online Privacy Notice. The Xactware Online Privacy Notice, as updated from time to time, forms part of and applies to this EULA by this reference.

2.3. The EULA incorporates the Verisk SMS Terms and Conditions as updated from time to time. The Verisk SMS Terms and Conditions govern any use of the Services to send and receive text messages.

3. License and Conditions of Use

3.1. Subject to and conditioned upon your continued compliance with all the terms and conditions of this EULA and the Services Agreement, we grant you a non-exclusive, non-transferrable, non-assignable, non-sublicensable, limited license to use the Services within the states and territories of the United States of America and provinces of Canada during the Term solely for the internal business purpose of the Verisk Customer (“Purpose”). You must not use the Services in any manner or for any purpose other than for the Purpose.

3.2. You agree to restrict all access to the Services and the information or data therein to yourself and, if applicable, the Verisk Customer’s employees and authorized individuals using the Verisk Customer’s computers and mobile devices to perform work exclusively for the Verisk Customer (“Users”). The Verisk Customer is fully and solely responsible for any act, omission, or failure by any of its Users, and for any unauthorized disclosure, access, or use by any Users or such other third parties. You must not permit, direct, authorize, or otherwise cause through any means anyone other than a User to access, interface with, or use the Services unless Verisk provides prior written consent, which Verisk may grant or withhold in its sole discretion.

3.3. As a condition for this license, you represent and warrant that you have the rights to:

(a) Provide to us the Confidential Information as defined in Section 18.1 below;

(b) Upload the User Generated Content as defined in Section 7.1 below; and

(c) Grant to us, the Verisk Customer, and the Verisk Customer’s service providers the right to use such Confidential Information and User Generated Content for and in support of business needs, as required to perform the Services, and for any other uses for which you have granted us rights in the EULA or Services Agreement.

3.4. You hereby license us to access, use, share, and process your data, including personal data, which is within or provided in connection with the Services and any intellectual property rights as may be provided by you from time to time, solely as we require to provide the Services, to perform our obligations hereunder, and to recommend to you other products or services available from us that may reasonably be of use to you.

3.5. In addition to any restrictions on access or use specified in the Services Agreement you must not:

(a) perform or attempt automated collection of information from the Services;

(b) copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the Services;

(c) utilize robotic process automation, artificial intelligence, application programming interfaces (unless, subject to Section 11, such application programming interface is made available and approved by Verisk as part of the Services), or any other similar automation tools, software, technology, or processes to access, interface with, control, or use the Services or any data or information therein;

(d) sell, copy, transfer, distribute, publish, disclose, or otherwise make the Services (or your access to them) available, in whole or in part, to any other person or entity, for remuneration or otherwise;

(e) use the Services other than in accordance with this EULA, the Services Agreement, and applicable law;

(f) share a single user license of the Services with multiple users or individuals;

(g) use a desktop virtualization application (e.g., Citrix), cloud computing platform, or any other method to make a single user license of the Services available to multiple users;

(h) create an archive or database of the data received from the Services without our prior approval; or

(i) use the Services to commit fraud.

3.6. For the sole purpose of verifying your compliance with this EULA and the Services Agreement, you agree to make available for our inspection records containing reasonable detail of your use of the Services. You must keep such records available for at least three years after the period to which they relate. We may exercise this right to inspect once in any twelve (12)-month period or more frequently on reasonable grounds, including but not limited to reasonable suspicion of noncompliance or following a request from a third-party data or service provider or a regulator.

3.7. You and the Verisk Customer are responsible for ensuring that each User follows the instructions set out in the then-current published user guides or other documentation we provide regarding the use or operation of the Services.

3.8. You agree that your breach of this Section 3 will constitute a non-curable breach of the EULA for cause and, notwithstanding anything to the contrary herein, this EULA will automatically terminate without the need for us to provide notice to you. Such non-curable breach will entitle us to seek, in addition to other rights and remedies available to us hereunder and at law, injunctive or equitable relief and such further relief as may be proper from a court of competent jurisdiction.

4. Registration and Security

4.1. You represent and warrant that all information you provide is accurate, current, and complete in all material respects, and undertake to keep all registration and other information up to date.

4.2. You understand and acknowledge that various laws and contractual obligations require that we safeguard information which insurers, licensees, and other third parties entrust to our care. You must maintain no less than industry-standard security measures to safeguard the Services from access or use by any unauthorized person or persons in accordance with generally accepted security practices.

4.3. You must choose strong and secure passwords, keep the passwords confidential, and, other than with our prior written consent, not disclose the passwords to any other person for any purpose whatsoever.

4.4. You must promptly notify us if you have grounds to suspect the loss, theft, or unauthorized disclosure of any passwords. You will be responsible for all use of the passwords until you have reported the loss, theft, or disclosure to us. Subject to the foregoing, you are responsible for all activities that occur using your passwords.

4.5. You agree not to circumvent or bypass or attempt to circumvent or bypass any security measures contained within or associated with the Services or take any action that undermines the safety or security of the Services or any user.

4.6. You must exercise commercially reasonable care and diligence not to pass any computer virus, worm, bug, or other computer infection to us. You agree to adopt and implement commercially reasonable preventative procedures to comply with your obligations under this Section 4.6.

4.7. You agree that we may monitor your use of the Services to validate your compliance with the terms of the EULA and validate compliance by the Verisk Customer with the Services Agreement.

5. Compliance with Law

5.1. This EULA incorporates the relevant data protection addendum (“DPA”) listed below when Applicable Law applies to the Processing of your Personal Information in connection with your use of the Services. The DPA replaces and supersedes any previously agreed data processing addendum between you and us relating to the Services.

Jurisdiction	Data Protection Addendum
United States	Data Privacy & Protection Addendum for Verisk’s Customers
Canada	Data Protection Addendum for Canadian Personal Information

5.2. When the DPA applies to your use of the Services, the following additional terms also apply:

(a) You agree that we are a Service Provider to you with respect to Personal Information provided or made available to us for provision of the Services.

(b) You and the Verisk Customer authorize us to engage Subprocessors for the Processing of Personal Information in accordance with this EULA and the Services Agreement. We will ensure all Subprocessors are bound by written agreements that require them to provide at least the same level of protection of Personal Information required by the Verisk Customer under the EULA and the Services Agreement.

(c) We will provide the Verisk Customer with a list of our current Subprocessors upon request. If the Verisk Customer objects to the engagement of a Subprocessor under the DPA, you and the Verisk Customer agree that we may terminate the EULA and the Services Agreement immediately and without further notice.

5.3. For purposes of Sections 5.1 and 5.2 of the EULA, the terms Applicable Law, Personal Information, Processing, Service Provider, and Subprocessor have the meanings set forth in the DPA.

6. Enhancements

6.1. We will provide Enhancements automatically to Services that we host. For Services intended for use on mobile devices, we will make Enhancements available through the relevant mobile digital distribution platform. For any other Services, we will make Enhancements available to you for download via the internet. Any Enhancement delivered to you will be considered part of the Services and will be governed by the terms and conditions of the EULA and Services Agreement. “Enhancement” means any improvement in the functionality, speed, usability, or resource requirements of the current version of the Services that we offer generally to our subscription customers.

7. User Generated Content

7.1. Some of the Services may enable you and others to upload, share, or publish materials (“User Generated Content”). In doing so, you grant us and the Verisk Customer a perpetual, non-exclusive, royalty free, sub-licensable and transferable right to use, display, copy, modify, disclose, and create derivative works of such User Generated Content.

7.2. You represent and warrant, and must ensure, that any User Generated Content you upload, share, or publish:

(a) is accurate, correct, and not misleading;

(b) does not infringe the intellectual property rights, rights of privacy (including data privacy), or other rights of any person;

(d) does not breach any law, regulatory guidance, or relevant code of conduct;

(e) is not obscene, pornographic, or otherwise objectionable;

(f) does not depict violent or sexual acts;

(g) does not perpetuate hatred against any person;

(h) is not abusive, threatening, or defamatory;

(i) does not have the likely effect of causing offense or harm; and

(j) does not contain any instructions (including software) which if implemented might cause damage or injury to any person or property (including intangible property such as data).

7.3. We have no responsibility to review any User Generated Content or data submitted by you or any other person for compliance with this EULA or otherwise, or to exercise any degree of editorial control. You acknowledge that we are acting as a mere conduit. We may, however, remove or suspend access to any User Generated Content or data at any time in our sole and absolute discretion.

8. Weather Reports

8.1. The terms of this Section 8 apply to your use of the Benchmark, Respond, and Respond MAP Services (“Weather Services”).

8.2. You agree to use the Weather Services exclusively for the purposes of insurance claims processing and investigation and fraud detection, prevention, and investigation. The Weather Services have been designed for those purposes only and should not be used in lieu of or as a substitute for your own due diligence and procedures and should not be used as the sole factor in determining the outcome of insurance claims processing and investigation and fraud detection, prevention, and investigation. You may not use the Weather Services for the purposes of insurance underwriting, policy cancellation or renewal, establishing or stabilizing claims payment levels, granting of credit, or other similar purposes.

8.3. The Weather Services and the information and data contained therein are considered Confidential Information; you may not disclose, resell, sublicense, or assign them. You may append information to individual policy or claims records as may be necessary in the course of business.

8.4. You may not modify, forge, alter, reorder, obscure, manipulate, misrepresent, or augment the reports provided by the Weather Services, or any of the data contained therein or other components thereof (including any notices, indicators of origin, qualifications, disclaimers, and security features), or use any of the foregoing in connection with any misrepresentation or fraud. If we suspect that you have violated this Section 8.4, we may take one or more of the following actions:

(a) Immediately terminate your access to the Weather Services and the other Services without the need to provide you with prior notice.

(b) Report any suspicions or other information we deem relevant to law enforcement agencies, regulatory authorities, insurance carrier customers, our other customers, our personnel, and any others we determine to be relevant to such, and you hereby consent to, and hold us harmless with respect to all such disclosures.

9. XactXpert

9.1. The terms of this Section 9 apply to your use of XactXpert.

9.2. You acknowledge that the latest features of XactXpert may only be available in the current versions of the Services and that you may be required to upgrade to the current versions to take advantage of these latest features.

9.3. You acknowledge that any request you make for custom rules is a feature request. If we create a rule based on your request, you agree that we retain all intellectual property rights in the rule and retain the right to market and make the rule available to other Verisk customers.

10. PPW and Pruvan

10.1. The terms of this Section 10 apply only to your use of PPW and Pruvan.

10.2. The Verisk Customer may allow its employees and other third parties to access PPW and Pruvan in compliance with the terms of the EULA and the Services Agreement, provided such access is for the sole benefit of the Verisk Customer. The Verisk Customer is responsible for ensuring that its employees and other parties comply with the EULA and Services Agreement and is liable for its employees’ and other third parties’ access to and use of PPW and Pruvan.

10.3. You acknowledge and agree that while PPW and Pruvan may not currently have set a fixed upper limit on the number of transmissions you may send or receive or on the amount of storage you may use, we may set such fixed upper limits at any time in our sole discretion.

11. Application Programming Interfaces (“API”)

11.1. If you use an API to transfer data to or from the Services, you must not attempt to nor permit a third party to attempt to perform any of the following:

(a) Interfere with, modify, or disable any features or functionality of the API or Services, including any mechanisms used to restrict or control such API or Services, such as anti-circumvention measures.

(b) Defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any protection mechanisms of such API or Services.

(c) Allow any third party to access, use, or connect to the API or Services other than as provided for in the EULA or Services Agreement.

(d) Disclose to any third party any access credentials you have been issued to access the Services.

11.2. You must promptly notify us if your API key or credentials have been disclosed to any third party or otherwise compromised, or if you learn of any security vulnerability regarding the API or Services.

11.3. If we reasonably believe that you are violating any term of this Section 11, we may temporarily suspend or terminate your access to the API, Services, or both.

12. Data Use and Ownership

12.1. Price Data. We own all Price Data provided with the Services. You must not transfer, copy, or publish Price Data in any form or format without our prior express written permission. “Price Data” means applicable pricing information in an organized format for the specific limited purpose of estimating fixed residential and/or light commercial structural remodel and repair costs and, as applicable, contents estimating.

12.2. For some Services, we will provide Price Data that consists of unit costs and unit-cost breakdowns consistent with those that may be expected from a contractor or repair company in a specific available geographic market area in the United States or Canada if that company were to utilize prices with prevailing rates for that geographic area. We may contact each of your locations for feedback on current pricing trends. You authorize us to make such contacts and agree to provide personnel knowledgeable of pricing information in each of the areas that we assemble Price Data.

12.3. We do not warrant the accuracy of pricing information in the Price Data. Price Data is intended to represent historical information and should be used as a baseline or place to begin creation of an estimate. We provide Price Data for informational purposes only. You must ensure that estimates include pricing consistent with actual materials, equipment, labor pricing, etc. You acknowledge and understand that the Price Data provided as part of the Services is intended to target the most representative price of the various price points collected relevant to the specific line item in question. Having this single representative price per line item computed from all valid price points researched in the market means that some market price data is higher and some market price data is lower than that which is reported. You agree not to prohibit or preclude deviations from the Price Data where contractor requirements, market conditions, demand, or any other factors warrant the use of a different line item price in a specific situation.

12.4. Anonymous Data. We own all Anonymous Data. “Anonymous Data” means transaction data created or extracted using the Services from which the Verisk Customer name and non-public personally identifiable information have been removed.

12.5. Confidentiality of Price Data and Anonymous Data. The confidentiality provisions of the EULA and Services Agreement are not intended by the parties to limit the distribution of Anonymous Data, Price Data, or information indirectly affected or altered as a result of the assimilation of pricing data acquired from you through the use of the Services or the feedback system we employ, which data and information will be and remain our property.

12.6. Analytical Information. We own all analytical information provided in the Services. If you use information gathered from the Services, you must appropriately acknowledge our ownership of the information.

12.7. Data Sharing with Verisk Affiliates. If you authorize us to share your Confidential Information or other data with our affiliate or subsidiary (“Affiliate”) in your agreement with that Affiliate, you agree that nothing in this EULA or the Services Agreement will prohibit us from sharing your Confidential Information or other data with the Affiliate in accordance with such authorization.

12.9. We may use your data and share it with our Affiliates for the purpose of data matching, validation, and improving existing processes.

13. Other Users and Third-Party Services

13.1. You agree that we may utilize third-party service providers to process your information in accordance with the EULA and Services Agreement. You acknowledge:

(a) This EULA is concluded between you and us only and not with any of our third-party service providers;

(b) You are not a third-party beneficiary of any agreement between us and our third-party service providers;

(c) Our third-party service providers have no obligation to provide any direct support or services to you with respect to the Services; and

(d) You have no right to seek remedy or recourse against our third-party service providers pertaining to the Services, this EULA, or the Services Agreement.

13.2. Third-Party Integrators. We may enter into agreements with third-party integrators to facilitate the transfer of Confidential Information and other data among the Services and the third-party integrator’s products or services. You or the Verisk Customer may authorize the transfer of Confidential Information or other data between the Services and a third-party integrator’s products or services by completing the applicable authorization form or forms. You and the Verisk Customer acknowledge and agree that we are not responsible for the third-party integrator’s use of any transferred confidential information or other data. You and the Verisk Customer acknowledge and agree that we will cease transferring Confidential Information or other data to the third-party integrator if our agreement with that third-party integrator terminates.

13.3. You agree that by configuring and using any optional third-party integration or automation provided within the Services that enables us to receive or send data to a third-party website, web service, or other interface, that you:

(a) Are authorized to give us the required access to act on your behalf;

(b) Grant us permission to perform the integration or automation on your behalf; and

(c) Are responsible for any transaction fees or any other charges that result from our using the third-party service on your behalf.

13.4. You agree that you are solely responsible for any breach of obligations under any related third-party terms of service and that we have no responsibility to you or any third party. You further agree to defend, indemnify, and hold us harmless for any loss or damage resulting from or arising out of any such breach.

13.5. No contractual relationship may be formed between you and any other user of the Services as a result of your interaction with the Services. Any such relationship must be entered into using an alternative means of communication.

13.6. We have no responsibility for your arrangements with other users and will have no liability or obligation to intervene with respect to any dispute between you and another user. You agree to address such disputes directly with the other user.

13.7. You acknowledge that the transmission of messages through any SMS feature made available as part of the Services is dependent upon the facilities, networks, and connectivity provided by third-party service providers, and you consent to their use.

13.8. We use technical and maintenance support providers to provide support for the Services. You acknowledge that these providers may include personnel located outside of the United States.

14. Term, Suspension, and Termination

14.1. The “Term” of this EULA is for twelve (12) months, the period designated in the Services Agreement, or the period designated on the order confirmation receipt. The term will automatically renew for like terms at the date of expiration unless you provide us with written notice of your intent to terminate the EULA at least fifteen (15) days prior to the date of expiration.

14.2. We may terminate this EULA without cause by giving you at least thirty (30) days’ written notice of our intent to terminate. If you breach the EULA, including if you default in the payment of any fees due, we may terminate this EULA immediately upon written notice to you, and you will have no right to cure.

14.3. We may terminate this EULA if you or the Verisk Customer:

(a) terminates or suspends its business or causes or institutes any proceeding for the dissolution or termination of its business;

(b) becomes subject to any bankruptcy or insolvency proceeding under applicable law;

(c) becomes insolvent or becomes subject to direct control by a trustee, receiver, custodian, liquidator, or similar authority (or consents to the appointment of any of the foregoing); or

(d) admits in writing the inability to pay its debts generally as they become due.

14.4. We may suspend or terminate all or part of your access (and your rights to access and use) the Services without notice if:

(a) we have reason to suspect that you have or the Verisk Customer has breached the EULA or Services Agreement;

(b) the Services Agreement or this EULA expires or is terminated;

(d) we are requested to do so by the relevant Verisk Customer or any regulatory authority.

14.5. On the effective date of termination or expiration and without notice or demand, all rights you, the Verisk Customer, and Users may have to access and use the Services will immediately terminate. You must immediately discontinue use of the Services, including all data and information therein.

14.6. On the effective date of termination or expiration and at our option, you must either immediately return to us or destroy any and all portions of the Services, Price Data, or any other procedures, proprietary information, documentation, files, and/or any other property or data we provide under this EULA or the Services Agreement. In either case, you must furnish us with a duly authorized written confirmation of return or destruction.

14.7. In the event we terminate the EULA, Services Agreement, or both, you and the Verisk Customer will continue to be obligated for any fees due under the agreements (which fees we will have the right to invoice early) on or before the effective date of termination.

14.8. No termination will affect the accrued rights or liabilities of a party, nor will it affect the coming into or continuing in force of any provision thereof which is expressly or by implication intended to come into or continue in force after such termination.

14.9. Termination of the EULA or Services Agreement will be in addition to and not in lieu of any other remedies available to us.

15. Indemnities

15.1. You must notify us promptly of any claim that any Service, or your use of any Service in accordance with the terms of the EULA and Services Agreement, is improper or illegal or violates the rights of any third party. Subject to the limitations set forth in this Section 15, we will defend, indemnify, and hold you harmless from and against any loss, cost, expense, damage, or liability resulting from any claim or suit brought against you by a third party based on an allegation that a Service, when properly used as permitted in the EULA and Services Agreement, infringes that third party’s copyright, trademark, patent, or other intellectual property right, provided that you, within fifteen (15) days of receipt of notice of any such alleged infringement, notify us of such allegation in writing. We will have the sole right to conduct the defense of any such claim or suit and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing by the parties.

15.2. In the event that your proper use of any Service is held to constitute an infringement and use of that Service is permanently enjoined or if an injunction or order is issued restricting the use or provision of a Service, or any part thereof, or if we determine that any part of a Service is reasonably likely to become subject to a claim of infringement or violation of any proprietary rights of a third party, we may, at our option, and in no particular order:

(a) Procure for you the right to continue using such Service;

(b) Modify such Service to become non-infringing;

(c) Replace such Service with a non-infringing alternative product or service (such replacement will be substantially similar in all material respects); or

(d) Terminate the obligation under the EULA, Services Agreement, or both to provide the Service alleged to be infringing and where applicable, grant you a pro rata refund of any prepaid and unused fees for such Service provided that prior to paying such refund you return such Service or deliverables provided and all copies and partial copies thereof to us.

15.3. If you learn of the infringement of any Services licensed or provided under the EULA or Services Agreement, you must promptly advise us in writing and provide us with any available evidence of such infringement. In any infringement suit that we institute to enforce our intellectual property rights, you must, at our request and expense, cooperate with us in all reasonable respects, including having all Users or other representatives with relevant information provide such information to us and testify when we request, and making available to us any relevant records, papers, information and the like.

15.4. We will have no obligations or liability under this Section 15 arising from infringement by improper use of any Services or any data or information contained therein or derived therefrom or by combinations of any of the Services with any product, service, software, data, content, or method, or use of any of the Services in a modified condition if such modification was not made or authorized by us in writing. You acknowledge and agree that we will have no obligations or liability arising from your use of the Services after we have notified you to discontinue such use.

15.5. The remedies provided in this Section 15 are the sole and exclusive remedies for any claimed or actual infringement of any intellectual property rights by any of the Services, or any data or information contained therein or derived therefrom, and our entire liability with respect to any infringement claims or actions.

15.6. You agree to defend, indemnify, and hold us, our affiliates, and ours and our affiliates’ respective directors, officers, employees, agents, officers, agents, participants, or third-party providers harmless from and against any loss, damage, claim, suit, or expense, including reasonable attorney’s fees arising out of or relating to either:

(a) The improper use of the Services or any of the data or information contained therein or derived therefrom by you, any User, or any third party accessing or using the Services on your behalf or at your direction; or

(b) Any allegation that use of the data or intellectual property rights you provided infringes the rights of a third party.

16. Your Representations and Warranties

16.1. You represent and warrant that you or the Verisk Customer is the proprietor, owner, or the authorized licensee of any data or information that you provide to us in connection with the Services and that you or the Verisk Customer has all necessary right, title, and interest to provide such data and information to us for the purposes intended under the EULA and Services Agreement. You must promptly notify us of any change in your or the Verisk Customer’s ownership or right to provide such data or information to us and agree not to do anything to intentionally prejudice the rights granted to us herein. You must notify us in writing of any confidentiality, privacy, or data-protection issues pertaining to such data or information.

16.2. You acknowledge that our provision of the Services and your access and use of the Services may be subject to the export control laws (including trade sanctions) of the United States, Canada, the European Union, the United Kingdom, and other relevant jurisdictions. These export control laws may include but are not limited to the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the U.S. Department of State (together “Sanctions”). You represent and warrant that you (i) have not and will not violate any Sanctions; (ii) are not located in a jurisdiction subject to Sanctions; (iii) are not a denied or embargoed party as specified in the Sanctions; and (iv) agree to comply with all applicable Sanctions. Specifically, you covenant that you will not—directly or indirectly—sell, export, reexport, transfer, divert, or otherwise dispose of any of the Services you receive from us or that we provide to you under this EULA to any destination, entity, or person prohibited by the Sanctions. We reserve the right to suspend provision of the Services to you and the Users or to terminate the EULA and Services Agreement upon written notice, without liability, if you, the Users, or the uses to which you put the Services, are or become the target of Sanctions. If we determine that you or the Users are in breach of this Section 16.2, we may immediately terminate the EULA and Services Agreement without credit or refund on written notice to you. Furthermore, you agree to indemnify us, to the fullest extent permitted by law and independent of any limitation of liability, from and against any fines or penalties that may arise as a result of your breach of this provision. This Section 16.2 will survive termination or expiration of the Agreement.

16.3. You represent and warrant that:

(a) You have full power and authority to enter into and perform the EULA.

(b) You will maintain and adhere to the Verisk Customer’s internal policies and procedures related to compliance with all laws, statutes, regulations, and rules applicable to it and to its obligations under the EULA and Services Agreement, including but not limited to in relation to anti-bribery and corruption, data protection and privacy, and anti-slavery.

(d) You and the Verisk Customer have the requisite power and authority to deliver and perform the EULA and Services Agreement.

(e) You and the Verisk Customer have duly authorized delivery and performance of the EULA and Services Agreement.

(f) You have and will maintain any governmental license, authorization, or qualification required for you to perform pursuant to the EULA.

(g) You do not need to obtain any approval, authorization, or consent of any governmental or regulatory authority to execute, deliver, and perform under the EULA and Services Agreement.

(h) To your knowledge, there is no outstanding litigation, arbitrated matter, or other dispute to which you are a party that would reasonably be expected to have a material adverse effect on your ability to fulfil your obligations under the EULA or Services Agreement.

16.4. We cannot and do not represent or assume responsibility for the accuracy of or in any way endorse the content provided by us or any other entity. Therefore, you represent and warrant that your use of information provided by the Services is only as a source of opinion. You agree not to rely thereon without independent verification except at your own risk. You agree that as between you and us, you are in the best position to assess your loss potential for any damage or injury that you might incur arising out of your use of the Services, and you therefore contract and agree to accept the burden of insuring against such loss, including but not limited to losses caused by breach of express or implied warranty, product or service defect, negligence, and our acts or omissions. You waive any right of subrogation as to us against any such insurable loss. You agree to defend, indemnify, and hold us harmless from any liability arising out of your use of the Services websites, including but not limited to verisk.com, xactware.com, xactimate.com, xactanalysis.com, xactcontents.com, xactprm.com, contentstrack.com, claimxperience.com, restorationmanager.net, inspectionmanger.net, punchlistmanger.net, propertypreswizard.com, and pruvan.com, or data obtained therefrom. You accept responsibility for all statements made or acts or omissions that occur as part of the use of these websites when such use is made possible through the use of your ID and password. You agree to defend, indemnify, and hold us harmless from claims arising out of your use or from disclosure of your ID or password.

17. Verisk’s Disclaimers.

17.1. The Services represent an integration point for content obtained from a vast array of sources. You assume the risk of human, mechanical, or other error by us, our licensees, or other contributors that may cause delays, errors, or omissions. You acknowledge and agree that the Services may provide links to sites and information, including but not limited to pricing information, provided by others. Any links or connections from the Services to any third-party products or services are made available to you for convenience only. We make no implied or express representation or warranty with respect to the accuracy of information contained in these linked sites or the pricing information. We make no representation, warranty, or commitment and will have no liability or obligation whatsoever in relation to (i) the content or use of or correspondence with any third-party products or services, (ii) any transactions completed and any contract you enter into with any such third party, (iii) any contract entered into and any transaction completed via any third-party product or service.

17.2. We do not warrant that the operation of the Services or any of its parts will meet your particular application requirements, or that operation of the Services or any of its parts will be uninterrupted, error free, or available during all scheduled hours of operation. You assume full responsibility for determining the suitability of the Services and its parts for your use.

17.3. You acknowledge that the Services may contain third-party content. All such third-party content is provided “as is” and without warranty of any kind. With respect to third-party content provided by CSAA Specialized Services, LLC (“Specialized”) for use in the Xactware Classroom, Specialized will be considered a third-party beneficiary of any disclaimer included in the EULA or Services Agreement.

17.4. We are the owner or authorized licensee of all rights and title to the Services licensed to you hereunder and have the right to grant to you the license granted under this EULA.

17.5. Other than those representations or warranties specifically set forth herein, we make no representations, covenants, or warranties of any kind, either express or implied, including but not limited to warranties of, accuracy, condition, quality, durability, suitability, merchantability, satisfactory quality, or fitness for a particular purpose, or in respect of any warranty arising by statute or otherwise in law or from a course of dealing or usage of trade. All such other representations, undertakings, covenants, and warranties are expressly excluded to the fullest extent permitted by applicable law. We assume no responsibility for errors resulting from omitted, misstated, or erroneous information or assumptions.

17.6. Neither we nor any of our affiliates or their respective directors, officers, employees, agents, or third-party providers will be liable whether in contract, tort (including negligence), breach of statutory duty, or otherwise under or in connection with the EULA or Services Agreement for:

(a) loss of contracts, profit, revenue, anticipated savings, or business opportunity;

(b) loss of or corruption to data;

(c) loss of goodwill or damage to reputation; or

(d) any special, incidental, consequential, indirect, or punitive damages;

whether direct or indirect, immediate or consequential, foreseeable or unforeseeable, even if such party has been advised of the possibility of such damages.

17.7. Our liability for any claim arising under the EULA or Services Agreement, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, will be limited in aggregate to 100% of the fees paid by you to us in respect of the affected Services for the twelve (12)-month period preceding the date when the claim arose. In the event applicable law requires liability obligations different from those stated above, the minimum required liability terms of such laws will apply.

17.8. You acknowledge that we have set our prices and entered into the EULA and Services Agreement in reliance on the disclaimers of warranty and the limitations of liability set forth herein and that the same forms an essential basis of the bargain between the parties.

18. Confidentiality

18.1. “Confidential Information” means all information, including “personal information” (as defined by applicable federal, state, or local law), disclosed to the relevant party by or on behalf of the other party: (i) in connection with the Services; or (ii) which is marked as or otherwise has been indicated to be confidential, or which derives value to a party from being confidential, or which would be regarded as confidential by a reasonable person. For clarity, any materials you upload, share, or publish to any public areas of the Services are not Confidential Information.

18.2. Subject to Section 18.3, each party must treat all Confidential Information as strictly confidential and except as permitted in the EULA or the Services Agreement must not disclose Confidential Information to any person.

18.3. A party may disclose Confidential Information if and only to the extent:

(a) it discloses the Confidential Information on a necessary basis to the professional advisers and auditors of such party;

(b) the Confidential Information has come into the public domain other than by a breach of any obligation of confidentiality; or

18.4. You agree that if you are compelled by legal process or required by applicable law, rule, regulation, or lawful order or ruling of any court, government, agency, or regulatory commission to make any disclosure of any Verisk Confidential Information, then, unless prohibited by law, you will first give prompt written notice of such requirement to Verisk and will permit Verisk to intervene in any relevant proceedings to protect Verisk’s interests in the Confidential Information. You further agree to provide commercially reasonable cooperation and assistance to Verisk in seeking to obtain such protection. You agree that if Verisk is unsuccessful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, then you will disclose only that portion of the Confidential Information that you are legally required to disclose, and you will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.

18.5. We may share your information (including Confidential Information) with third-party subcontractors in connection with the provision of the Services, and with other persons as permitted in this EULA or the Services Agreement.

18.6. You acknowledge that we may utilize a third-party cloud service provider for the storage, access, transfer, and processing of your Confidential Information and all information related to the Services.

18.7. You may use the Services to send your Confidential Information to other licensed users of the Services. Additionally, if you are a member of a franchise network, the applicable franchisor may receive access to view and use your Confidential Information through the Services. Any such access, viewing, or use will not be considered a breach by us of the confidentiality provisions of the EULA. You represent and warrant that you have all necessary rights under applicable laws, including privacy laws, to send such Confidential Information to or share such Confidential Information with those other licensed users.

18.8. If you or the Verisk Customer receive Confidential Information of another user of the Services that you or the Verisk Customer are not entitled to receive, you agree to immediately notify us at legaladministrator2@verisk.com, destroy such Confidential Information, and provide written confirmation to us of such destruction.

18.9. Notwithstanding anything else to the contrary in this EULA, you agree that we may share your company name and company address as well as building materials and/or total amounts estimated per material or trade category relating to estimates you create in the Services with third-party material suppliers who may market relevant services to you in connection with your use of the Services. If you would like to opt out, you may do so by sending an email to opt-out@verisk.com.

18.10. The restrictions contained in this Section 18 will continue to apply after the termination or expiry of this EULA or Services Agreement (however arising) without limit in time.

18.11. Each party receiving Confidential Information is responsible for maintaining the security of such Confidential Information and for complying with all applicable federal, state, provincial and local laws, regulations, or other requirements (including, in the United States, the Gramm-Leach-Bliley Act of 1999 as amended from time to time) governing the privacy, confidentiality, and non-disclosure of such information.

18.12. Each party hereby represents that it is complying with and will comply with all applicable laws, regulatory requirements, and regulations (including those governing the privacy and confidentiality and security of data) that relate to such party’s performance of its obligations under this EULA.

19. Proprietary Rights

19.1. You acknowledge that we claim all right, title, interest, and ownership of, and a copyright in, the Services, and any related technology and intellectual property rights, and you agree to not contest or dispute—and to waive any defense concerning—any valid ownership or copyright claim made by us in the Services. You agree not to take any action that would in any way impair, jeopardize, be inconsistent with, or violate our ownership of the Services or any of our valid copyrights. Our copyright claims relate to all Services provided to you pursuant to this EULA unless it is stated in the EULA, Services Agreement, or the Service that the Service (or part thereof) is copyrighted by or proprietary to a third party. All applicable rights to patents, copyrights, trademarks, and trade secrets in the Services, and any modifications made to them, and in the information therein, will remain vested in us or the applicable third party. You agree that such third parties are third-party beneficiaries of the EULA and the services Agreement and are entitled to enforce their rights hereunder against you. Nothing in the EULA or Services Agreement will be construed as granting to you any right, title, or interest in or to any patent, trademark, copyright, or other right of ours or the applicable third party. You warrant and represent that you will take all reasonable steps necessary to protect and preserve the Services and our interests and rights and the interests and rights of any applicable third parties therein, including appropriate action by instruction or agreement with your employees or other Users permitted access to any of the Services.

19.2. All right, title, and interest in and to the Services, the Price Data, the technology and materials used to provide them, and any information you obtain through them, will remain with the rights holders. You may not copy, modify, distribute, create derivative works of, or otherwise use the same except as expressly provided.

19.3. You must not use or register any designation, name, or trademark appearing through the Services, or any designation, name, or trademark that includes ‘Xact’ or ‘Verisk’ (together the “Verisk Marks”) and must not use or attempt to register any designation, name, or mark which is the same as or similar to any of the Verisk Marks.

19.4. You must not use or apply the Verisk Marks or any confusingly similar marks or terms on or in any of your promotional materials, including but not limited to your website, letterhead, business cards, estimates or any contracts. You also must not use any of the Verisk Marks as a metatag or metatags.

19.5. Any challenge or any attempt to register or obtain rights in and to the Services, the Verisk Marks, Price Data, and any other of our proprietary material, or any variation or simulation thereof, will be deemed a material breach of this Agreement, subject to immediate termination of this EULA by us, without rights of cure.

20. Verisk’s Remedies; Injunctive Relief

20.1. You acknowledge that your breach of the terms or conditions of this EULA may substantially diminish the value of the Services, and any other materials we own, thereby causing us irreparable harm. As such, you therefore acknowledge and agree that in the event of your breach of this EULA, we will be entitled to equitable relief, and you consent to the entry of both a preliminary and permanent injunction enjoining you from further violation of this EULA, solely upon our showing that such breach by you has occurred.

20.2. Should we seek equitable relief for a breach of this EULA, including but not limited to injunctive relief, you agree that you will not request that we post a bond or other security in relation to such proceedings, or request that we prove any actual damages. The provisions of this paragraph relating to you are included in this EULA solely at our request to afford us more security and not for the purpose of permitting you to escape or avoid any laws, rules or regulations of any applicable jurisdiction or any subdivision thereof applicable to you. Our entitlement to injunctive relief will not bar us from recovering monetary damages from you as a result of your breach of this Agreement, infringement of any of our intellectual property, or both.

21. Governing Law and Jurisdiction

21.1. The EULA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and will be construed in accordance with the laws of the State of New York, excluding that body of law applicable to conflicts of law.

21.2. Each party irrevocably agrees that only a court of competent jurisdiction (whether federal or state) sitting within the State and County of New York will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this EULA or its subject matter or formation.

22. Payment Schedule

22.1. The license fees charged to you for the Services are due at the beginning of the term. In addition, we will provide an invoice to you for the license fee each month detailing your charges plus any other payments associated with any other products or services you utilize under this EULA. All fees are non-refundable unless otherwise indicated in writing.

22.2. Depending on the Services you utilize, in addition to all other applicable license fees, fees may include upload fees as specified in the applicable invoice. Upload fees are those related to the completion of estimates for specific programs you may participate in to receive assignments for qualified work. Current rates for contractor upload fees can be reviewed in the Verisk eService Center and may be updated from time to time.

22.3. Unless otherwise specified on the invoice, you agree to pay all billed charges by the tenth day of the month in which they are invoiced. All billings are payable in U.S. dollars only.

22.4. You agree to pay interest to us in the amount of one percent (1%) per month or the maximum interest permitted by law, whichever is less, on amounts on all invoices not paid when due. You also agree to provide a written list of any charges you dispute within ten (10) days of billing. Any charges not disputed within said period will be deemed to have been accepted and payable.

22.5. You hereby acknowledge and agree that your failure to make any payment to us within fifteen (15) days after it is due will constitute a default. Once your account is in default, we, in addition to all other remedies available at law or equity, will have the right to disable your access rights to the Services.

22.6. If you desire to pay using electronic funds transfer, you agree to cooperate with us to setup the transfers.

22.7. Payments are to be made according to the invoice or, if paying online, payment is due immediately by valid credit card.

22.8. The license period commences on the date the Services are ordered.

22.9. Except for taxes based on our income, you are responsible to pay for all federal, state, and local sales, excise, use, or similar taxes in connection with your use of the Services.

23. System Requirements, Database Support, Product Support, Maintenance, and Training

23.1. System Requirements. You must have and maintain, at minimum, the system requirements for each of the Services set forth at www.verisk.com/property-estimating-solutions. All system requirements are subject to change.

23.2. Training. Training seminars are available for applicable Services at an additional cost at our offices in Lehi, Utah, and regionally throughout the United States and Canada as determined by us. Please visit our website at www.verisk.com for the latest training schedule and registration forms or contact the Xactware Training Team at 1-800-232-9228 Ext. 523 to schedule training.

23.3. Product Support. During the term of this EULA, we will provide online support to you, without additional charge, via the Verisk eService Center, located at www.verisk.com. We will also provide telephone support at the fees detailed on the Verisk eService Center. Due to the added functionality typically associated with newer versions of the Services, we reserve the right to either provide product support electronically or by telephone:

(a) For at least one year after the initial release of the Service or Services;

(b) For prior versions of the Service or Services for at least one year after the release of a replacement or updated version of the Service or Services; or

In all cases, we may require you to update to the most current supported version of the Service or Services prior to providing support.

23.4. For PPW, Pruvan, and XactPRM, we will provide support under the terms of the PPW Customer Support Policy. We may change this policy from time to time, but during any paid term, we will use commercially reasonable efforts to notify you of any significant changes.

23.5. Storage. We will store data associated with completed transactions created using the Services in accordance with our data retention policy. We reserve the right to remove and destroy all data five (5) years from the date last modified or immediately following termination of this EULA or the Services Agreement. If you discontinue your subscription with us and then begin a new subscription at a later date, we do not guarantee that the original data will remain or be available on our system. Additional fees to reconnect historical data to a new subscription may apply.

23.6. Publicity. During the term of this EULA, or the Services Agreement, you agree that we have the right, but not the obligation, to list your company as a customer who uses the Services on our website or in presentations. We will remove your company’s name from any such list within thirty (30) days after any termination of this EULA or after your written request.

23.7. Disputes. We will be entitled to seek legal or equitable relief in any Federal, State, or County Court in the State of New York without first submitting the matter to arbitration with respect to alleged breaches or threatened breaches of any material term or provision of this EULA. The Federal, State, or County Courts in the State of New York have exclusive jurisdiction over any such claim. You hereby irrevocably submit to the personal jurisdiction of any such court in the State of New York for any such claims and waive any claim or defense of inconvenient forum or lack of personal jurisdiction under any applicable law, decision, treaty or otherwise. In making the foregoing submission to jurisdiction, you expressly waive the benefit of any contrary provision of the laws of the jurisdiction of your incorporation or where you are doing business. All disputes, disagreements, controversies, questions, or claims brought by you, arising out of or relating to this EULA including, without limitation, with respect to its formation, execution, validity, application, interpretation, performance, breach, termination or enforcement, must be determined by arbitration.

24. Trial Use of the Services

24.1. We may make certain Services available to you under this EULA on a trial basis (“Pilot Services”). If we make a Pilot Service available to you on a trial basis, you may only use it until the earlier of: (a) the end of 30 days or such other evaluation period that we set forth in writing, or (b) the start date of a non-trial license for the Pilot Service. We reserve the right to terminate your use of or access to the Pilot Services at any time and for any reason in our sole discretion.

24.2. Notwithstanding anything to the contrary in the Services Agreement or this EULA, the Pilot Services are provided “as is,” without warranty of any kind, and without any service level agreement or support obligations. We will not be responsible for any damages resulting from or arising out of your use or attempted use of the Pilot Services or our decision to terminate your access to or use of the Pilot Services.

25. Miscellaneous Provisions

25.1. You consent to receiving all information and notices from us electronically (e.g., via e-mail or through the Services).

25.2. Force Majeure. Except for the obligation to pay money, each party will be excused from liability for the failure or delay in performance of any obligation under this EULA by reason of any event beyond such party’s reasonable control, including, but not limited to, Acts of God, governmentally declared state of emergency or other governmental acts, pandemic, epidemic, fire, flood, explosion, earthquake, or other natural forces, act of the public enemy, war, civil unrest, accident, any strike or labor or industrial disturbance, the unavailability of materials, labor, equipment, utilities (including Internet), or supplies or any other event, whether of a kind specifically enumerated above or otherwise, which is not reasonably within the control of the party claiming to be affected by such event. Such excuse from liability shall be effective only to the extent and duration of the event or events causing the failure or delay in performance. All delivery dates under the EULA or Services Agreement that have been affected by force majeure shall be tolled for the duration of such force majeure. In no event will any party be required to prevent or settle any labor disturbance or dispute.

25.3. Waiver, Invalidity. A failure to exercise or delay in exercising a right or remedy provided in the EULA will not constitute a waiver of that right or remedy, and no waiver by a party will constitute a waiver of any subsequent breach of the same or any other provision. Each right or remedy of a party under the EULA is without prejudice to any other right or remedy of that party under the EULA or at law. If any provision of the EULA is determined to be invalid under any applicable statute or rule of law, it is, to the extent invalid, deemed to be omitted and the remaining provisions of the EULA will continue in full force and effect.

25.4. Interpretation. This EULA will be construed fairly as to both parties and not in favor of or against either party, regardless of which party prepared the EULA.

25.5. Other Languages. This EULA may have been presented to you in a language other than English depending on the language you selected when logging into the Services. The EULA is made available in multiple languages solely as a convenience for non-English speakers. You acknowledge and agree that the English version is the official version and is the binding version between you and us. The English version is accessible and can be reviewed by you or your legal advisor at https://www.verisk.com/privacy-policies/xactware-eula/.

25.6. Assignment. The EULA and Services Agreement inure to the benefit of and are binding upon our successors and assigns. They likewise inure to your benefit, but you may not transfer, sublet, mortgage, encumber, or assign voluntarily or by operation of law in any manner any interest, obligation, or right herein without our prior written approval. Any attempted assignment or an assignment by you in contravention of this section without our prior written approval is invalid and void.

25.7. Feedback. If you provide us with feedback about the Services, you agree that such feedback is not Confidential Information and that we may use your feedback to improve the Services without any obligation to you.

25.8. Interpretation. In this EULA: (i) the singular includes the plural and vice versa, and references to the ‘Services’ includes a reference to any part of them; (ii) references to a person include any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, or partnership (whether or not having a separate legal personality); and (iii) ‘including’, ‘in particular’, and similar expressions are by way of illustration and emphasis only and do not operate to limit the generality or extent of any other words or expressions.