System Use and License Agreement

1. License
   In exchange for the Authorized User's acknowledgment and agreements contained herein, Brotherhood Mutual Insurance Company hereby grants to the Authorized User a non-transferable and non-exclusive license to access and use password-protected areas of the Brotherhood Mutual Insurance Company electronic Web site (hereinafter referred to as "Restricted Site").
2. Definitions
   When used in this Agreement, the following words and phrases have the following meaning:
   • "Authorized User" means an individual who has been authorized by Brotherhood Mutual Insurance Company to use any Restricted Site, who has been given a password to access the Restricted Site, and who clicks the "accept" button at the bottom of this agreement.
   • "Company Information" includes any and all information concerning Brotherhood Mutual Insurance Company's rate structure; rating/pricing processes; insurance coverages; Restricted Site content, design, format or function; business strategies; marketing plans; or any other information that could reasonably be used by a competitor to the benefit of the competitor, or to the detriment of Brotherhood Mutual.
   • "Restricted Site" means any password-protected areas of the Brotherhood Mutual Insurance Company electronic Web site, and any modifications, enhancements, additions or revisions to these areas.
3. Acknowledgement
   Authorized User acknowledges that all Company Information is proprietary, and represents a valuable trade secret of Brotherhood Mutual Insurance Company.
   
   Authorized User further acknowledges that disclosure of any Company Information, or the granting of access to the Restricted Site to any person or entity outside of the Authorized User's agency, or to any person or entity who may reasonably be expected to use such information or access to the detriment of Brotherhood Mutual Insurance Company, will constitute a breach of the Authorized User's duty of loyalty to Brotherhood Mutual.
   
   Such breach will be deemed a material violation of any agent contract that exists between the Authorized User and Brotherhood Mutual, and will also subject the Authorized User to civil liability for damages under all applicable state and federal laws, as well as to damages under the terms of this agreement.
4. Conditions
   1. The Authorized User acknowledges that his or her right to access the Restricted Site may not be assigned, licensed or otherwise transferred to any other person or entity without the prior written consent of Brotherhood Mutual Insurance Company.
   2. The Authorized User agrees not to disclose the contents of, or provide access to, any Restricted Site or to provide any material describing the Restricted Site to any person outside the Authorized User's organization.
   3. The Authorized User agrees not to provide any Company Information to any person, whether inside or outside the Authorized User's organization, who may reasonably be expected to use such information to the detriment of Brotherhood Mutual Insurance Company.
   4. The Authorized User agrees to use the utmost care in preventing any person or entity outside of his or her agency from gaining access to his or her password, or to the Restricted Site. Authorized User further agrees to immediately notify Brotherhood Mutual of any known threat to the security of any Restricted Site.
   5. The Authorized User accepts liability for any direct or indirect damage sustained by Brotherhood Mutual Insurance Company arising out of any acts, errors or omissions of the Authorized User, whether careless or intentional, that results in access to a Restricted Site by any person or entity that is not an Authorized User.
5. Terminations of License
   The System Access and Use License granted herein shall terminate immediately if:
   1. The Authorized User violates any term, covenant, condition, or obligation under this agreement;
   2. Any agent or agency agreement between the Authorized User (or his or her agency) and Brotherhood Mutual is terminated;
   3. An assignment is made of the Authorized User's agency for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed to take charge of all or part of the agency's property; or
   4. The ownership of the Authorized User's agency changes without Brotherhood Mutual having received at least 45 days advance notice.
      1. The following requirements apply upon termination:
         1. The Authorized User shall immediately discontinue use of all Restricted Sites and shall deliver to Brotherhood Mutual Insurance Company any materials furnished by Brotherhood Mutual containing Company Information, together with all copies thereof.
         2. All covenants, conditions, and obligations contained herein will survive the termination of the license; and will remain in effect until such time as they may be terminated in writing by Brotherhood Mutual Insurance Company.
6. No Warranty
   Brotherhood Mutual Insurance Company does not warrant that any of its systems, sites, or processes will meet agent/customer requirements or that the operation of any systems, sites, or processes will be uninterrupted or error-free.
   
   Brotherhood Mutual Insurance Company grants no warranties, either express or implied, on any company system, site, or process, including any implied warranties of merchantability or fitness for a particular purpose.
   
   The authorized user expressly waives all liability and all claims against Brotherhood Mutual Insurance Company for damages including, but not limited to, consequential or incidental damages occurring out of or in conjunction with the use of performance of any applicable system, site, or process.
7. Miscellaneous
   The Authorized User agrees to pay Brotherhood Mutual Insurance Company all costs and expenses, including attorney fees, incurred by Brotherhood Mutual Insurance Company in exercising any of its rights or remedies set forth herein, including protection of its trade secrets. No delay or failure of Brotherhood Mutual Insurance Company to exercise any right or remedy will operate as a waiver thereof.
   1. No right or remedy herein conferred upon or reserved to Brotherhood Mutual Insurance Company is exclusive of any right or remedy herein or by law or equity provided or permitted, but each shall be cumulative of every other right or remedy provided hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time.
   2. Modification of this System Access and Use License Agreement by Brotherhood Mutual may occur from time to time. In the event that this agreement is modified, access to Restricted Sites will be prohibited unless and until the Authorized User reads and accepts the terms of the modified agreement. No person or entity other than Brotherhood Mutual Insurance Company or its successor may modify the terms of this agreement.
   3. Subject to the termination provisions and prohibition against assignment and transfer, this System Access and Use License Agreement shall be binding upon the successors and assigns of the Authorized User.
   4. The Authorized User agrees that he or she has carefully read all provisions of this agreement, and that they will be bound by all of the terms contained herein.
   5. This agreement shall be governed by, and construed in accordance with, the laws of the state of Indiana, without regard to conflict of laws principles.