Third-Party Client Terms and Conditions

This third-party sponsor agreement sets forth the terms and conditions between InfoArmor, Inc. (“InfoArmor”) and the third-party sponsor (the “Company”) offering InfoArmor’s services as set forth in the order form (the “Order Form”) between InfoArmor and the Company.  By placing an order and signing the Order Form, the Company is agreeing to these third-party sponsor terms and conditions (together with the Order Form, the “Agreement”).  This Agreement is effective between InfoArmor and Company as of the date the Order Form is signed by both Parties.  InfoArmor and Company are sometimes referred to collectively in this Agreement as the “Parties” and each individually as a “Party.”

1. Intellectual Property. Nothing in this Agreement grants or is deemed to grant (a) to the Company, any right, title, or interest in or to any of InfoArmor’s intellectual property; or (b) to InfoArmor, any right, title, or interest in or to any of Company’s intellectual property.  Each Party will remain the sole and exclusive owner of their respective intellectual property rights.
2. Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has or may disclose to the Receiving Party certain confidential information regarding the Disclosing Party’s business.  If the Parties have entered into a separate signed Mutual Non-Disclosure Agreement that includes the exchange of information related to this Agreement, the terms of such agreement are deemed incorporated herein and shall govern the exchange of any confidential information hereunder.  If the Parties have not entered into a separate signed Mutual Non-Disclosure Agreement that includes the exchange of information related to this Agreement, the following sections (a) to (d) shall govern the exchange of any confidential information hereunder.
   1. Definition of Confidential Information. The term “Confidential Information” of the Disclosing Party shall mean any information, whether written or oral, provided by or on behalf of the Disclosing Party to the Receiving Party, that is identified by the Disclosing Party as being confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement and all Order Forms (including pricing) and any enrollment data provided by the Company.  The term “Confidential Information” does not include information which (i) is or becomes generally available to the public without breach of any confidentiality obligation owed to the Disclosing Party, (ii) was already known to the Receiving Party on a non-confidential basis prior to its being disclosed by the Disclosing Party to the Receiving Party, (iii) is disclosed to the Receiving Party by a third party without breach of any confidentiality obligation owed by such third party to the Disclosing Party, or (iv) is independently developed by the Receiving Party.
   2. Protection of Confidential Information. Each Party retains all ownership rights in and to its Confidential Information.  The Receiving Party agrees to use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) and agrees, except as otherwise authorized by the Disclosing Party in writing, (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) not to disclose or permit access to Confidential Information of the Disclosing Party other than to its directors, officers, managers, shareholders, members, agents, or contractors who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein and to the extent reasonably necessary for purposes of this Agreement.  Notwithstanding the foregoing, to the extent the Receiving Party is required to disclose any Confidential Information in order to comply with applicable law or a final order of a court of competent jurisdiction, such disclosure shall not constitute a violation of this Section 2, provided that the Receiving Party notifies the Disclosing Party in writing as far in advance as reasonably possible of such required disclosure and only discloses the minimum amount of Confidential Information necessary to comply with such applicable law or final court order.
   3. Duration of Obligations. The obligations of the Receiving Party set forth in this Section 2 shall last for two (2) years from the termination of the Agreement.
   4. Destruction of Information. Upon termination of the Agreement or upon the Disclosing Party’s request for any reason, the Receiving Party will immediately (i) at the option of the Receiving Party, destroy or return to the Disclosing Party any and all Confidential Information, and the Receiving Party shall not retain any copy, compilation, summary, or other derivative work thereof or therefrom, and (ii) certify to the Disclosing Party in writing under penalty of perjury that the Receiving Party has fully complied with the provisions of clauses (i) and (ii) of this Section 2(d); provided, that, nothing herein shall require InfoArmor to return or destroy any data it is required to retain to continue providing Services to its subscribers.
3. Termination. This Agreement may be terminated before the end of the Term (as defined in the Order Form) in the following circumstances:
   1. Change of Law. Either Party may terminate this Agreement upon thirty (30) days’ prior written notice, without liability to the other, in the event of judicial, regulatory, or legislative change rendering performance by such Party impossible or illegal.
   2. Insolvency/Bankruptcy. To the extent permitted by applicable law, if either Party becomes or is declared insolvent, makes a general assignment for the benefit of creditors, suffers a receivership, enters into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, files a voluntary bankruptcy petition, or has an involuntary petition in bankruptcy filed against it that is not dismissed with prejudice within sixty (60) days after the filing thereof, the other Party may terminate this Agreement by immediately delivering written notice.
   3. Breach of Agreement. If either Party materially breaches any of its obligations under this Agreement and such breach is not cured within sixty (60) days of delivery of written notice of such breach, the non-breaching Party may terminate this Agreement by immediately delivering written notice to the breaching Party after expiration of the cure period.  Termination will not relieve Company of its obligation to remit payment for all Services (as defined in the Order Form) provided prior to the date of termination.

4. Limitation of Liabilities. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES, HOWEVER CAUSED, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, THE SERVICES, OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON LOSS OF PROFITS, DATA, FILES, OR BUSINESS INTERRUPTION OR OPPORTUNITY), WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF, RELATING TO, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (UNDER ANY THEORY, WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID TO INFOARMOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD THAT IMMEDIATELY PRECEDED THE EVENT THAT CREATED SUCH LIABILITY.

5. Arbitration and Class Action Waiver. Any claim or controversy arising out of or relating to this Agreement (each a “Dispute”), will be finally, and exclusively, settled by arbitration held before one arbitrator under the then-prevailing Commercial Arbitration Rules and Rules of the American Arbitration Association (“AAA”) in force at that time.  The arbitration will be conducted in Chicago, Illinois.  The arbitrator will be selected pursuant to the AAA rules.  The arbitrator will have the power to award no more than the prevailing party’s actual, compensatory damages in connection with any Dispute, and may not award damages in excess of actual, compensatory damages, such as by multiplying actual damages or by awarding consequential, punitive, or exemplary damages (collectively, “Enhanced Damages”), and the Parties irrevocably waive any claim to Enhanced Damages, except where such a waiver would explicitly violate applicable law.  This section, regarding arbitration, will not be construed as an agreement to the joinder or consolidation of arbitration under this Agreement with arbitration of disputes or claims of any party other than the Parties, regardless of the nature of the issues or disputes involved.  Any judgment upon the award rendered by the arbitrator may be entered in any court which has jurisdiction over the non-prevailing Party.  By agreeing to these arbitration terms, the Parties each agree to waive its respective right to go to court to assert or defend its respective rights. Company also agrees to waive its rights to participate in or bring class actions or class arbitrations.  If any of the foregoing in this section is determined by a court or arbitrator to be inapplicable or unenforceable with respect to a Dispute, the Parties agree that, subject to the foregoing arbitration provisions, jurisdiction over and venue of any suit will be exclusively in the state and federal courts sitting in Cook County, in the City of Chicago, Illinois.  If either Party hires or employs attorneys to enforce any right in connection with any Dispute or lawsuit, the prevailing Party will be entitled to recover reasonable attorneys’ fees and expenses, as well as arbitration and/or court costs.
6. Representations. The Company represents and warrants that it has the legal power and authority to enter into this Agreement and that this Agreement is entered into by an employee or agent with all necessary authority to bind the Company to this Agreement.
7. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois without reference to conflict of law principles that would require the application of any other law.
8. Notices. All notices to be given under this Agreement must be in writing and addressed to the recipient’s address (for the Company, the address provided on the Order Form, and for InfoArmor, the address provided below), or such other address as the recipient provides in accordance with this section, and will be deemed validly given: (i) upon delivery, if personally delivered with fees prepaid; (ii) upon receipt, if delivered by prepaid certified or registered United States mail; or (iii) on the date the email is sent if via email, provided a hard copy is also provided.  In all cases, if such notice is received on a day that is not a business day or after 5:00 P.M. on a business day, the notice will be deemed to have been given at 9:00 A.M. on the next business day.
• To InfoArmor:
  InfoArmor, Inc.
  7350 N. Dobson Road
  Suite 101
  Scottsdale AZ 85256
  Attn: Contracts
• With copies to:
  1. contracts@infoarmor.com
  2. InfoArmor, Inc.
     c/o Allstate Insurance Company
     Innovation Law Group
     2775 Sanders Road, Suite F5
     Northbrook, Illinois 60062
  3. lawcontractnotices@allstate.com
9. Independent Contractor Relationship. Nothing in this Agreement shall be deemed or construed to create the relationship of a partnership, joint venture, employee/employer, principal/agent, or otherwise to create any liability between InfoArmor and Company in any capacity other than as parties to this Agreement.
10. Entire Agreement; Amendment. This Agreement sets forth the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof and supersedes and replaces all prior and contemporaneous oral and written agreements, understandings, and communications between the Parties with respect to the subject matter hereof.  This Agreement may be amended or supplemented only by a written instrument executed by each of the Parties.

Unless otherwise agreed, effective for Order Forms signed on or after April 15, 2020.