These Terms of Use set forth the standards of use and access to services and client software known as PolicyCo (the “Services”), operated by PolicyCo, Inc. (a Tennessee corporation) (“Company”), the hypertext links to websites contained in the Services, if any, and other online resources accessible via the Services. By using the Services, you agree to these Terms of Use, including the Privacy Policy below. If you are using the Services on behalf of another person, you represent that you are authorized to accept these Terms of Use on that person’s behalf and agree to these Terms of Use on behalf of that person. If you are using the Services on behalf of an organization or entity, you represent that you are authorized to accept these Terms of Use on that organization or entity’s behalf and agree to these Terms of Use on behalf of that organization or entity. Company reserves the right, at any time, to modify, alter, or update these Terms of Use. Modifications shall become effective immediately upon notice to you of the same. Your continued use of the Services after amendments are distributed constitutes an acknowledgement and acceptance of the Terms of Use and its modifications. Except as provided in this paragraph, these Terms of Use may not be amended. Notwithstanding the foregoing, in the event you have executed a services agreement/license directly with Company or you are using the Services as an authorized end user pursuant to such an agreement/license with your employer or other third party, to the extent of a conflict between such agreement and these Terms of Use on any term, the term in such agreement shall control, and in no event shall you be bound by any provisions of these Terms of Use that are more restrictive than any provisions of such agreement/license.

Disclaimer of Warranties

You expressly agree that use of the Services is at your sole risk and discretion. The Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, Company makes no representations or warranties of any kind, express or implied, regarding the use or the results of the Services in terms of their correctness, accuracy, reliability, or otherwise. Company shall have no liability for any interruptions, errors, computer viruses or other harmful components in the use of the Services. Company DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE SERVICES AND THE INFORMATION PROVIDED ON OR THROUGH THE SAME, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF NON-INFRINGEMENT. THIS INCLUDES LOSS OF DATA OR PROFIT ARISING OUT OF THE USE OR THE INABILITY TO USE THE SERVICES. COMPANY DOES NOT WARRANT THAT THE SERVICES OR ANY CONTENT OR INFORMATION ACCESSED THROUGH THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKE THEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitations of Liability

IN NO EVENT SHALL COMPANY OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SPONSORS OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO ANY USE OF THE SERVICES OR THE INFORMATION CONTAINED IN THE SAME, OR THE INABILITY TO USE THE SERVICES, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF COMPANY

OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages. In those jurisdictions, Company’s liability is limited to the greatest extent permitted by law.

Accounts

You may have the option to create an account to participate in certain features of the Services. If you are under the age of 18, you are not permitted to register as a user or otherwise submit personal information to Company. If you create an account, you agree to provide, maintain and update true, accurate, current, and complete information about yourself in the registration process. You shall not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name, likeness, voice, image or photograph. You also agree to promptly notify Company with any questions of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to the Services.

Intellectual Property

Company and its licensors (if any) exclusively own and retain all ownership, rights and licenses in and to the Services and the PolicyCo Platform (the “Platform”), including any modifications, upgrades, improvements and updates to the Platform and Company proprietary content thereto and derivative works derived from the Platform, and all intellectual-property rights, title and interest thereto including all ideas, concepts, know-how, documentation, and/or other property Company provides in connection with the Services, including, without limitation, patent, copyright, trademark, trade dress and trade secrets (the “Company Intellectual Property”). You agree and acknowledge that no title, rights or interest to Company Intellectual Property shall pass to you under these Terms or by or through your use of the Services. You acknowledge that you have no right to copy, attempt to copy or retain or attempt to retain an electronic copy of the Platform or any portion thereof. Subject to these Terms of Use, Company grants you a non-exclusive, non-transferable, limited right to access, use and view the Services and the information provided in connection with the same, including, without limitation, all text, files, designs, graphics, drawings, illustrations, images, photographs, video clips, music and sounds, and/or other materials and all trademarks, service marks and trade names used by Company in providing the Services and the selection and arrangements thereof (collectively, the “Company Content”), solely to access the Services. Except as expressly provided herein, no license to use or reproduce the Company Content is given to you and all intellectual property rights therein are expressly reserved. Systematic retrieval of data or other Company Content from or in connection with the Services to create or compile, directly or indirectly, a collection, compilation, database or directory without express prior written permission from Company is prohibited. Except as expressly provided in these Terms of Use, you will not permit or authorize or permit any third party to (a) copy the Company Intellectual Property or the Company Content; (b) modify, translate or otherwise create derivative works of the Company Intellectual Property or the Company Content; (c) disassemble, decompile or reverse-engineer the Company Intellectual Property or the Company Content; (d) publish, re-sell, or otherwise make available to any third party, the Company Intellectual Property or the Company Content; or (e) export or re-export the Company Intellectual Property or the Company Content in violation of any United States export law or regulation; or (f) use the Company Intellectual Property or the Company Content in any manner that could damage, disable, overburden, or impair such property or interfere with any other party’s use and enjoyment of such property. You acknowledge that all rights granted to you herein regarding the Company Intellectual Property or the Company Content are your rights alone and, except as expressly stated herein below, you shall have no right to sell, distribute, dispose of, or transfer any right or license to use the Company Intellectual Property or the Company Content to any third party.

User Data and Content

User Data shall include (a) your data collected, used, processed, stored, or generated as a result of the use of the Services; and (b) personally identifiable information collected, used, processed, stored, or generated as the result of the use of the Services, including, without limitation, any information that identifies you, such as your social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, or an individual’s name in combination with any of the other elements listed herein. User Data is and shall remain your sole and exclusive property. Notwithstanding the foregoing, by using the Services, you hereby grant to Company a non-exclusive, worldwide, royalty-free license to use any User Data that is necessary to provide the Services in accordance with this Agreement. Company shall not use, sell, rent, transfer, distribute, or otherwise disclose or make available User Data for Company’s own purposes or for the benefit of anyone other than you without your prior written consent. However, you agree and acknowledge that Company does have the right to use User Data solely when any resulting information derived from User Data is “de-identified” as that term is defined in the Health Insurance Portability and Accountability Act of 1996, as amended (collectively with the Health Information Technology for Economic and Clinical Health Act of 2009, “HIPAA”), including patient, facility and geographic identifiers smaller than the state level.

Company is not responsible or liable for any content submitted, transmitted, posted, or uploaded on, to, or through the Services by or at the behest of you or your agents or representatives, including, without limitation, messages, documents, text, notes, qualifications, contact information, illustrations, files, images, graphics, photographs, comments, reviews, sounds, music, videos, information, content, and/or other materials (“User Content”), and Company makes no warranty with regard to the accuracy, truthfulness, completeness, currency, correctness or reliability of any User Content, and you acknowledge and agree that Company has no control over the content of any User Content or representations made by any user of the Services. All User Content is provided by users of the Services and not Company, and Company does not warrant, and is and shall not be responsible for, User Content. User Content does not express the views of Company. Company does not guarantee that it will monitor, edit or delete User Content. Company has the right, but not the obligation, to monitor User Content. Company reserves the right to reveal your identity (or whatever information Company knows about you) if a complaint or legal action arises from your behavior. Unless otherwise specified, Company does not claim ownership of the User Content. You acknowledge that Company is not responsible for the accuracy of any User Content and that you and not Company are solely responsible for any User Content you submit, post or upload in connection with your use of the Services. The User Content is not intended to, nor does it constitute legal, professional, medical or healthcare advice or diagnosis, and may not be used for such purposes. You acknowledge that Company provides the Services for your personal use only. You may not rely on any information and opinions expressed or encountered by you as a result of your use of the Services for any other purpose. It is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of the Services content or otherwise encountered by you as a result of your use of the Services. Under no circumstances will Company be liable for any loss or damage caused by your reliance on any Services content or any content that you view, access, or come across in connection with your use of the Services. By posting or uploading User Content in connection with your use of the Services, you are granting Company permission to use the User Content in connection with the Services. The rights granted by you hereunder may not be terminated, revoked or rescinded and are not subject to reversion.

Warranty and Indemnification

You warrant and represent that all User Content added in connection with your use of the Services by or at the behest of you or your agents or representatives is free of third-party claims and does not infringe upon the rights of any third party or otherwise violate any applicable law, rule, or regulation. By adding, uploading, or transmitting User Content, you warrant and represent that you own or otherwise control all rights to the User Content or are permitted to use, transmit, add, and/or upload the User Content to, through, or in connection with the Services. You agree to indemnify and hold Company and its parents, subsidiaries, affiliates, members, officers, directors, employees, agents, representatives, sponsors and service providers harmless from any claim, demand, liability, loss, damages, or cause of action, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of your breach of the warranties and representations herein, your use of the Services, the violation of these Terms of Use, or

infringement or violation by you, or other user of the Services using your computer and/or Services account, of any privacy, intellectual property, or any other right of any person or entity. You will cooperate as fully as reasonably required in the defense of any claim. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any such matter without Company’s written consent.

Compliance with Laws and Prohibited Uses

You assume all knowledge of applicable law and are responsible for compliance with all such laws. You may not use the Services in any way that violates applicable state, federal, or international laws, regulations, or other government requirements. You shall not post or transmit through your use of the Services any material that violates or infringes in any way on the rights of others, including, without limitation, any copyright, trademark, patent, trade secret, moral right or other intellectual property, personal, contractual, proprietary or other third-party right of Company or any other person or entity; material that impersonates another or is unlawful, threatening, abusive, false, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, lewd, filthy, excessively violent, harassing or otherwise objectionable; material that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; material that is an advertisement for goods or services or a solicitation of funds; material that includes personal information such as messages that identify phone numbers, social security numbers, account numbers, addresses, or employer references; material that contains a formula, instruction, or advice that could cause harm or injury; material that is a chain letter or “spam” of any kind; or material the licensed use by Company would result in Company having any obligation or liability to any party. You are prohibited from using the Services to facilitate mail abuse or unsolicited email of any type (spam). Company reserves the right to refuse service to you for violation of this paragraph or any of these Terms of Use.

Submission of Information

Although Company may provide certain reasonable security efforts to protect the electronic transmission of certain information that you submit to Company through the Services, Company does not guarantee the security of any information transmitted to, through, or in connection with the use of the Services, including to or from any third-party websites linked to the Services. Submission of any financial (e.g. credit card) or other information in connection with your use of the Services, or to any third-party websites linked to the Services, is entirely at your own risk and responsibility.

Privacy Policy

Registration data and other information about you are subject to our Privacy Policy, below. By using the Services, you consent to the collection and use of this information in accordance with the Privacy Policy.

Restrictions on Use by Minors

If you are under 18, you may not use the Services. The Services are not intended or designed to attract children under the age of 13. Company does not collect personally identifiable information from any person Company actually knows is a child under the age of 13.

Discontinuance of Services

Company for any reason and at its sole discretion may decide that any person or entity shall be denied access to any part of the Services. By agreeing to these Terms of Use, you agree to cease and desist immediately from any attempt to access the Services upon issuance of a denial.

Modifications and Interruption to Service

Company will in good faith endeavor to provide uninterrupted access to the Services, but you acknowledge and accept that Company does not guarantee continuous, uninterrupted or secure access to the Services, and operation of the Services may be interfered with or adversely affected by numerous factors or circumstances outside of Company’s control.

Third Parties and Third-Party Sites

The Services may include links to other sites on the Internet that are owned, operated, and/or maintained by online merchants and other third parties or advertisements by third parties. You acknowledge that Company is not responsible for the availability of, or the content located on or through, any third-party site and that your use of these third-party sites is at your own risk and that it is your responsibility to take all protective measures to guard against viruses and other destructive elements. Company is not responsible for the content, operation or privacy practices of other websites, nor does it operate, control, or endorse the content found on third-party websites. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and Company is not responsible therein. If a third party links to the Services, it is not necessarily an indication of an endorsement, adoption, authorization, sponsorship, affiliation, joint venture or partnership by or with Company or the Services. Company makes no warranties or representations whatsoever with regard to any product provided or offered by any vendor or other third party, and you acknowledge that any reliance on representations and warranties provided by any vendor or other third party shall be at your own risk. You assume sole responsibility for your use of third-party links. Company is not liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.

If there is a dispute between persons accessing Services or between persons accessing the Services and any third party, you understand and agree that Company is under no obligation to become involved. If there is such a dispute, you hereby release Company and its parents, subsidiaries, affiliates, members, officers, directors, employees, agents, representatives, sponsors and service providers from claims, demands, and damages of every kind or nature arising out of, relating to, or in any way connected with such dispute.

Governing Jurisdiction of the Courts of Tennessee

The Services are operated out of and provided in the State of Tennessee. As such, Company is subject to the laws of the State of Tennessee. Any legal issues arising from or related to your use of the Services shall be construed in accordance with, and all questions with respect thereto shall be determined by, the laws of the State of Tennessee applicable to contracts entered into and wholly to be performed within Tennessee. The state and federal courts of Davidson County, Tennessee, shall be the exclusive forum and venue to resolve disputes arising out of or relating to these Terms of Use or the use of the Services. By using the Services, and thereby agreeing to these Terms of Use, you consent to personal jurisdiction and venue in the state and federal courts in Davidson County, Tennessee, with respect to all such disputes. Company makes no representation that the Services are appropriate, legal or available for use in other locations. Accordingly, if you choose to use the Services, you agree to do so subject to the internal laws of the State of Tennessee.

Other Terms

If any provision of these Terms of Use shall be unlawful, void, or unenforceable for any reason, the other provisions (and any partially enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. These Terms of Use shall apply in addition to, and shall not be superseded by, any other written agreement between Company and you in relation to the Services. Company’s failure to insist on or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right. The below Privacy Policy is a binding part of these Terms of Use, and together with these Terms of Use constitute the entire agreement between Company and you with respect to your use of the Services. Any cause of action you may have with respect to your use of the Services or that is the subject of these Terms of Use must be commenced within one (1) year after the claim or cause of action arises.

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