MECC University Terms of Use Agreement

By logging in to MECC University, you certify that you have read, understood, accepted and agreed to the terms and conditions of this Agreement.

CUSTOMER SUBSCRIBER AGREEMENT

Terms and Conditions

This Customer Subscriber Agreement (hereinafter “Agreement”) governs the access to, and use of, Services listed in Exhibit A (hereinafter “Services”) offered by Midwest Employers Casualty Company (hereinafter “MECC”). Authorization is provided by MECC to Subscribers by providing a distinct username and password to each distinct individual person. The Services are offered to Subscriber conditioned upon Subscriber's acceptance, without modification, of the terms, conditions, and notices contained in this Agreement. Customers and Subscribers will be held liable for any breach of the terms and/or conditions of this Agreement and agree that MECC may monitor their use to assure compliance with this agreement.

Terms. Customer, Subscriber and MECC agree as follows:

1. Services.

MECC has developed the Services for the sole use and benefit of its current Policyholders, and/or, if applicable, authorized Third Party Vendors, Resellers and/or Private Label Providers. Customers serving as a Third Party Vendor, a Resellers and/or a Private Label Providers of MECC’s Services to organizations not defined as MECC Policyholders must agree in writing to the terms and conditions as set forth in this Agreement. Customers serving as Resellers and Private Label Providers must also agree to the terms and conditions set forth in Exhibit C of the Third Party Vendor, Reseller and Private Label Provider Agreement. Third Party Vendors accessing the Services on behalf of a mutual MECC Policyholder must identify the Policyholder upon entry to the Services.

Subscriber agrees to subscribe to the Services, and to pay the applicable fees, if any, set forth in Exhibit A. During the Term (see Section 9 below), MECC agrees to use commercially reasonable efforts to provide the Services to Subscriber and agree that MECC may monitor their use to assure compliance with this agreement.

2. Access to Services.

Subject to the terms and conditions of this Agreement, MECC grants Subscriber a non-transferable, and revocable license to, during the Term (Section 9 below) of this Agreement, access to the Services, solely for viewing, browsing, retrieving, uploading, requesting, and posting information, and ordering products or services, in each case only to the extent permissible by the authorization associated with Subscriber's user account and only for the benefit of Policyholder or, if applicable, authorized Third Party Vendors, Resellers and/or Private Label Providers.

3. Unauthorized Access.

Customer hereby accepts responsibility for, and shall be liable for, all access to the Services in connection with Subscriber's username(s) and password(s) and all advice, recommendations and services Subscriber provides to any Customer. Customer and Subscriber agree to:

(a) prevent unauthorized users from using the Services using a Subscriber username and password,

(b) not access portions of the Services or MECC’s computer networks to which MECC has not provided written authorization, and

(c) immediately notify MECC if Customer or Subscriber suspects any breach of security, such as loss, theft, or unauthorized disclosure or use of a user name or password.

4. Use of Services

Subscriber represents and warrants that he/she possesses the legal right and ability to enter into this Agreement. Subscriber hereby acknowledges that he/she is professionally competent to use the Services provided under the terms and conditions of this Customer Subscriber Agreement. Customer and Subscriber agree to:

(a) use the Services only in accordance with this Agreement, including any and/or all Exhibits attached hereto, and applicable law, and

(b) adhere to MECC’s Acceptable Use Policy, as described in Section 5 below, and

(c) provide true, accurate, current and complete information upon registration and maintain and promptly update such information, and

(d) protect Subscriber's account by, among other things, keeping password, if any, and other information relating to Customer’s and any MECC Client's account(s) confidential, and

(e) not demonstrate, provide access to, or otherwise share in any way, the Services and/or MECC’s products, services and/or resources except in accordance with the terms and conditions of this Agreement, and

(f) not use the Services with any insurance carriers writing workers compensation insurance that are not active Policyholders, and

(g) not use the Services with any employer, entity, organization, association, or the like, that is not an MECC Policyholder, unless Customer and Subscribers are otherwise authorized by MECC through a Third Party Vendor, Reseller and Private Label Provider Agreement (see (i)), and

(h) to provide and obtain acceptance of the terms and conditions of this Agreement to its employees and any other authorized users before allowing any such user to have access to the Services, and

(i) if Customer and/or Subscriber is a Third Party Vendor, Reseller and/or Private Label Provider, then Subscribers may only access Services on behalf, and for the sole benefit, of their employer.

5. Acceptable Use Policy

Customer's and Subscriber’s use of the Services is subject to MECC’s Acceptable Use Policy (hereinafter “Acceptable Use Policy”). Accordingly, Customer and Subscriber agree to abide by the Acceptable Use Policy, hereby incorporated into this Agreement. MECC may change the Acceptable Use Policy from time to time by providing notice thereof to Customer and/or Subscriber by posting the changes on the MECC Website. Any new policy or change to the Acceptable Use Policy shall become effective and binding on Customer and Subscriber immediately.

For further clarity, any violation of the Acceptable Use Policy or such principles by any Customer or Subscriber shall be deemed to be a violation by Customer and Subscriber. If no such Acceptable Use Policy is in effect Customer and Subscriber agree to use the Services only in a manner deemed acceptable by MECC, in its sole discretion and, in such case, the following non-exhaustive list shall be deemed to be the Acceptable Use Policy and is intended to illustrate the types of usage that will be deemed to be violations of MECC’s Acceptable Use Policy:

(a) using the Services in any manner that, intentionally or unintentionally, violates any of the agreed to statements in Section 3: Unauthorized Access, or

(b) using the Services in any manner that, intentionally or unintentionally, violates any of the agreed to statements in Section 4: Use of Services, or

(c) using the Services in any manner that, intentionally or unintentionally, violates any applicable local, state, national or international law, rule or regulation, or

(d) using the Services in any manner that is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, invasive of another's privacy, hateful or racially, ethnically or otherwise objectionable, or

(e) using the Services to harm, or attempt to harm, others, including minors, in any way, or

(f) using the Services to make fraudulent offers to distribute, sell or buy products, items, or services or to advance any type of financial fraud or scam, or

(g) making any effort to add, remove or modify header information in an effort to deceive or mislead or attempting to impersonate any person, or

(h) using the Services to transmit any unsolicited commercial email or unsolicited bulk email or “spam,” or

(i) using the Services to access, or to attempt to access, the accounts of others, or to penetrate or attempt to penetrate, security measures of MECC’s or another entity's systems or networks, whether or not the access or penetration results in disruption of service or the corruption or loss of data, or

(j) using the Services in any manner that infringes any copyright, trademark, patent, trade secret, intellectual property or other proprietary rights of MECC or any third party, or

(k) reselling or in any way redistributing the Services without MECC’s written authorization, or

(l) using the Services for any activity which adversely affects the ability of other people or systems to use the Services or the Internet, including, without limitation, excessive consumption of network or system resources, whether intentional or unintentional, or allowing, through action or inaction, a third party the capability to use their system in an illegal or inappropriate manner, or

(m) transmitting any material that you do not have a right to make available (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non disclosure agreements), and or

(n) transmitting any software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment.

6. Violations of Restrictions on Authorized Access, Use of Services or Acceptable Use Policy

If Customer and/or Subscriber violates the terms and conditions of this Agreement, then, in addition to any other rights and remedies MECC may have under this Agreement or applicable law, MECC may, in its sole discretion,

(a) suspend access to the Services immediately with or without notice to Customer and/or any and all Customer Subscribers,

(b) if Customer is a Policyholder for individual excess workers compensation or large deductible, require Customer to pay (and Customer hereby agrees to pay) up to Five Hundred Dollars ($500) for each occurrence of any such violation, and/or

(c) if Customer is a Policyholder for group excess workers compensation, assumed reinsurance, serves in the capacity of Third Party Vendor, Reseller or Private Label Provider, require Customer to pay (and Customer hereby agrees to pay) up to Five Thousand Dollars ($5,000) for each occurrence of any such violation, and/or

(d) terminate this Agreement immediately by providing Customer with written notice of termination.

Customer and Subscriber agree to cooperate with MECC in its efforts to determine whether any such violation has occurred and not to block or hinder any such efforts. Customer and Subscriber also agree that MECC may determine whether such a violation has occurred on the basis of the logging and other tools it uses in connection with the Services or such other tools and procedures as it deems appropriate.

7. Intellectual Property.

7.1 All content, presentations, applications, information, photos, graphics, websites, programs, services, processes, designs, software, technologies, trademarks, trade names, inventions and all other materials comprising the Services (collectively, the "Works") are owned by (or licensed to) MECC and/or its content and/or service providers. Except for Customer's and Subscriber’s use in connection with the internal business purposes of Customer, a permitted Subscriber, the Works may not be accessed, modified, reverse-engineered, displayed, performed, sold, leased, sublicensed, reproduced, published, broadcast, or distributed (including, without limitation, by framing or similar means) in any medium, directly or indirectly, in whole or in part, for any commercial or non-commercial purpose, or used for advertising or any other purpose without the prior written consent of MECC and/or the applicable owner or licensor. Nothing in this Agreement shall be deemed to transfer any ownership or other proprietary or intellectual property rights in the Works or the Services to Customer or Subscriber. Any rights not expressly granted to Customer or Subscriber in this Agreement by MECC is hereby reserved by MECC.

7.2 The Services and Works contain copyrighted material, trademarks, trade secrets, intellectual property rights and other proprietary information of MECC and its third party providers. The entire contents of the Services and Works are copyrighted under the United States copyright laws and may also be protected under other applicable laws or treaties.

7.3 By uploading or otherwise submitting a file or other information ("Customer Content") to or through the Services, Customer and Subscriber automatically grants, or warrants that the copyright owner of the Customer Content has expressly granted, to MECC a perpetual, royalty-free, irrevocable, worldwide, non-exclusive right and license to use, reproduce, publicly display and/or perform, modify, store, publish, adapt, translate, create derivative works from, sublicense and/or distribute the Customer Content (in whole or part) and/or to incorporate it in other works in any medium now known or hereafter developed for the full term of any copyright that may exist in the Customer Content. Customer and Subscriber also represent and warrant that Customer and Subscriber possess all necessary rights, title and interests to rightfully grant MECC the foregoing license, free and clear of any encumbrances, third party interests and restrictions. Unless otherwise explicitly stated, any materials provided by Customer or Subscriber in connection with the Services or Works shall be deemed to be provided on a non-proprietary and non-confidential basis.

7.4 Sections 7.1, 7.2 and 7.3 above are for the benefit of MECC, its affiliates, its licensors, and its third party content and service providers and each shall have the right to assert and enforce such provisions directly or on its own behalf. Customer also agrees that Customer shall not contest or aid in contesting the ownership or validity of the copyrights, trademarks, service marks and trade secrets (as applicable) of MECC or its third party providers in connection with the Services and/or the Works.

8. Copyright Infringement Claims.

MECC is committed to complying with U.S. copyright law and expects you to do the same. The Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512(c) (3) ("DMCA") provides recourse for owners of copyrighted material who believe that their rights under U.S. copyright law have been infringed on the Internet. MECC will process all notices of alleged infringement and will take appropriate action as required by the DMCA and other applicable intellectual property laws.

If Customer or Subscriber believes that any material contained in the Works or the Services infringes Customer's copyright, Customer or Subscriber should notify MECC of its copyright infringement claim in accordance with the following procedure.

The DMCA requires that notifications of claimed copyright infringement should be sent to MECC's designated agent who is:

Peter Shaw

Chief Financial Officer

Midwest Employers Casualty Company

14755 N. Outer 40 Drive

Chesterfield, MO 63017

To be effective, the notification must be in writing and contain the information required under the DMCA, i.e.:

(1) Physical or electronic signature of a person authorized to act on behalf of the copyright owner; (a) Identification of the copyrighted work claimed to have been infringed;

(2) Identification of the material that is claimed to be infringing and that is to be removed or access to which is to be disabled as well as information reasonably sufficient to permit MECC to locate the material;

(3) Contact information of the complaining party;

(4) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agents, or the law; and

(5) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For further clarity, Customer and Subscriber understand and agree that any attempt to break security, or to access an account that does not belong to Customer or Subscriber, will be considered a material breach of this Agreement and may result in suspension of Customer's and Subscriber’s access to the Services or termination of this Agreement, and possibly referral to law enforcement authorities. Customer and Subscriber expressly authorize MECC to comply with any and all lawful notices, subpoenas, court orders or warrants with or without prior notice to Customer.

9. Term and Termination.

This Agreement takes effect on the date that you accept this Agreement in the manner specified in this Agreement and continues until terminated in accordance with the terms of this Agreement. With or without prior notice, MECC may terminate this Agreement, your password, your account, or your use of the Services, for any reason, including, without limitation, if MECC, in its sole discretion, believes you have violated this Agreement or if the Policyholder’s insurance policy has been terminated by MECC or by the insured. If MECC provides written notification, MECC may provide termination notice to Customer by e-mail addressed to the e-mail address associated with any, or all, Subscriber(s) or by US Mail or courier service to the address you provided. All notices to you shall be deemed effective on the first (1st) calendar day following the date of electronic mailing or on the fourth (4th) calendar day following the date of first-class mailing or deposit with a commercial courier service. Customer may terminate this Agreement at any time and for any reason only by providing notice of termination to MECC by certified mail, return receipt requested, addressed to the address for MECC provided.

10. No Warranties; Limitation of Liability.

10.1 Customer’s and Subscriber’s use of the Services is at the Customer’s sole risk. Customer and Subscriber assumes full responsibility and risk of loss resulting from the downloading and/or use of materials obtained through the Services, including, without limitation, full responsibility and risk of loss arising from any advice, recommendation or other use Customer or Subscriber may make of what Customer or Subscriber downloads or obtains to, or for the benefit of, any individual or entity. Neither MECC nor any of its suppliers endorse or stand behind the accuracy, truthfulness or reliability of any information (including statements of opinion or advice) provided on or by means of the Services. Customer and Subscriber should consult an appropriate professional for specific advice tailored to Customer's situation. The Services may contain hyperlinks to websites operated by parties other than MECC. MECC does not control such websites and is not responsible for their contents. MECC’s inclusion of a hyperlink does not imply any endorsement of the material so linked or any association with the provider.

10.2 EXCEPT AS MAY OTHERWISE BE PROVIDED IN AN APPLICABLE EXHIBIT, THE SERVICES AND THE WORKS ARE PROVIDED "AS IS", AND NEITHER MECC NOR ANY OF ITS SUPPLIERS, CONTENT PROVIDERS, AFFILIATES, LICENSORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THE LIKE MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE USABILITY, CONDITION OR OPERATION THEREOF. No oral advice or written information given to you by MECC or any of its suppliers, content providers, licensors, employees, agents, clients or the like shall create any warranty. Neither MECC nor any of its suppliers, content providers, licensors, employees, agents, or the like warrants that access to, or use of, the Services will be uninterrupted, virus free, or error-free, or that the Services (including, without limitation, any content on the Services will meet any particular criteria of performance or quality. MECC, ON BEHALF OF ITSELF AND ALL OF ITS SUPPLIERS, CONTENT PROVIDERS, AFFILIATES, LICENSORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS AND THE LIKE, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND/OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, COMPATIBILITY, SECURITY, RELIABILITY, ACCURACY, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT MECC KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE). FURTHERMORE, MECC, ON BEHALF OF ITSELF AND ALL OF ITS SUPPLIERS, CONTENT PROVIDERS, AFFILIATES, LICENSORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS AND THE LIKE, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF TITLE AND/OR NON-INFRINGEMENT IN RESPECT OF THE SERVICES AND THE WORKS.

10.3 MECC and all of its suppliers, content providers, affiliates, licensors, employees, officers, directors, agents, clients and the like, in each instance will not be liable for (a) any indirect, incidental, consequential and/or special damages arising out of Customer's or Subscriber’s use of, or inability to use, the Services, and Customer and Subscriber hereby waive any claims with respect thereto, whether based on contractual, tort or other grounds, even if MECC has been advised of the possibility of such damages, and/or (b) damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of any file, in each instance whether for breach of contract, tortious behavior, negligence, or under any other cause of action. For further clarity, in all events, MECC and all of its suppliers, content providers, affiliates, licensors, employees, agents and the like shall not be liable for the defamatory, offensive, or illegal conduct of other users of the Internet or the Services. IN ANY EVENT, MECC’S CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SERVICES OR THE WORKS SHALL NOT EXCEED A TOTAL OF $500.00.

10.4 Some jurisdictions do not allow implied warranties to be excluded or modified or liability to be limited, so not all of the above limitations may apply to Customer.

10.5 The provisions of this Section 10 and Section 11 below represent a reasonable allocation of the risks under this Agreement. MECC's willingness to allow Customer and Subscriber to use the Services, and the price of the Services reflects this allocation of risk and the limitations of liability specified herein.

11. Indemnification.

Customer and Subscriber agrees to forever indemnify and hold harmless MECC and all of its suppliers, content providers, affiliates, licensors, employees, officers, directors, agents, clients, and the like, in each instance from and against any and all claims, suits, liabilities, expenses (including, without limitation, attorneys' fees), and/or damages arising out of claims based upon your use of the Services and/or the Works, including, without limitation, any claim of libel, defamation, violation of legal rights of others (including rights of privacy or publicity), loss of service by other subscribers, infringement of intellectual property or other rights, any advice, recommendation or other use Customer or Subscriber makes of the Services and/or the Works, and/or your violation of the terms of this Agreement.

12. Changes to Services; Modification of Agreement.

MECC reserves the right, with or without notice to you, to change, improve or discontinue (or to have its providers do so) any of the Services offered, or any portion thereof, including, but not limited to, the Works, hours of operation, menu structures, access procedures, software commands, documentation, vendors and/or other services. THIS AGREEMENT MAY BE MODIFIED FROM TIME TO TIME BY MECC. NOTICE OF SUCH MODIFICATION MAY BE GIVEN BY ANY MEANS SELECTED BY MECC, INCLUDING, WITHOUT LIMITATION, POSTING ON THE MECC WEBSITE, BY MAIL, BY E-MAIL OR BY ANY OTHER MEANS BY WHICH YOU OBTAIN NOTICE THEREOF. YOUR USE OF ANY OF THE SERVICES FOLLOWING THE IMPLEMENTATION OF ANY SUCH MODIFICATION SHALL CONSTITUTE YOUR ACCEPTANCE OF ANY SUCH MODIFICATION.

13. Entire Agreement and Survival.

This Agreement, the Exhibits attached hereto and the Privacy Policy in effect on the MECC Website contain the full understanding of the parties with respect to the subject matter hereof. Any provisions of this Agreement that may reasonably be construed as surviving, and the rights and obligations of the parties hereunder, shall survive any termination of the Agreement for any reason.

14. Applicable Law.

This Agreement will be governed by Missouri law without regard to its conflict of laws provisions and/or any controlling U.S. federal law. Customer, Subscriber and MECC agree to submit to the personal and exclusive jurisdiction and venue of the courts located in Saint Louis, Missouri.

15. Export Laws.

MECC controls and operates the Services in the United States of America and makes no representation that they are appropriate or available for use in other locations. Therefore, by this Agreement, MECC expressly forbids any export of any fashion, use, or sale of the Services outside of the United States of America.

16. Assignment.

MECC may assign in whole or in part MECC’s rights and/or obligations under this Agreement without prior notice to Customer and upon such assignment MECC shall be released from all liability hereunder. Customer may assign in whole or in part Customer's rights and/or obligations under this Agreement only with MECC’s prior written consent, which may be withheld for any reason MECC deems appropriate. Subject to this restriction, the Agreement shall inure to the benefit of and be binding upon the heirs, successors, subcontractors, and assigns of the respective parties.

17. Miscellaneous.

The failure of MECC to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the waiving party. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. Customer agrees that regardless of any statute or law to the contrary, any claim by Customer arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. All remedies under this Agreement are in addition to equitable remedies and remedies provided by law and are cumulative. The section titles and paragraph headings in this Agreement are for convenience only and have no legal or contractual effect. This Agreement may be executed in multiple counterparts, each of which shall be an original, but which together shall constitute one and the same instrument.

Nothing herein shall be construed as creating a partnership or an employment relationship between the parties. Each party maintains its separate corporation or entity.

EXHIBIT A – SERVICES AND RELATED FEES AND PAYMENTS

A. Fee Schedule: Subscriber Fees Per Service (subject to change at any time)

A.1. Safety Cornerstones

(a) In the case of Policyholders: each MECC Policyholder is entitled to one subscription. MECC has the sole discretion to offer additional subscriptions at no charge, or at the fees listed in (b) below. MECC will only authorize Safety Cornerstones subscriptions to Subscribers actively involved in managing or administering the workers compensation program of the Policyholder. MECC has the sole discretion to deactivate, without notice, any Subscriber of Safety Cornerstones that has not accessed Safety Cornerstones for a continuous period of 90 days.

(b) In the case of Resellers and Private Label Providers: the following fees apply to Subscribers purchasing Services through Resellers or Private Label Providers:

(i) $125 per user for Safety Cornerstones unlimited version, or

(ii) $25 per user for access to a static page listing only a limited number of Safety Cornerstones resources on one page

Fees may be paid to MECC either directly by Subscriber or directly by Reseller or Private Label Provider on behalf of their Subscriber.

A.2. Safety Trainer:

Subscribers of Policyholders, Third Party Vendors, Resellers and/or Private Label Providers will only be charged for the training courses they commence:

(i) Pay Per View Edition: $15 per course assigned

(ii) Enterprise Edition: $50 per Term for unlimited use of all course titles available

A.3. Web Events:

No subscription fees apply for access to MECC Web Events and recordings to any Subscriber, regardless of Policyholder, Third Party Vendor, Reseller or Private Label Providers.

A.4. ResearchLink:

No subscription fees apply for access to ResearchLink to any Subscriber, regardless of Policyholder, Third Party Vendor, Reseller or Private Label Providers.

A.5. ScreenToHire (Web Version):

(i) One time setup fee: $60 per hiring location

(ii) Monthly scoring fee: $12 per scored test. Scoring fees billed monthly.

A.6. Additional Fees: _________________________________________________________

B. Payments.

B.1. Payments. Customer agrees to pay MECC all amounts due based on the Services for which they are a Subscriber. MECC shall invoice Customer monthly, in advance, for:

(a) any monthly or other periodic payments set forth in Exhibit A and

(b) any other applicable fees as set forth in Exhibit A.

MECC may, but shall not be required to, increase such amounts with respect to each renewal term, provided, however, that any such increase shall only take effect if MECC provides Customer with written notice of such increase at least seventy-five days (75) days prior to the commencement of the applicable renewal term.

B.2 Invoices. Commencing on the tenth day of the first calendar month after the calendar month in which the Effective Date falls, MECC shall provide a written invoice to Customer in each calendar month setting out the amounts due from Customer with respect to the preceding calendar month in reasonable detail. Customer shall pay the amounts due on each such invoice within thirty (30) days after the date of such invoice.

B.3. Recordkeeping and Auditing. Customer shall maintain complete and accurate books of account, records, data and correspondence concerning the Services and promptly provide written monthly and annual reports in such format and containing such information as the parties from time to time agree. One time per year and upon sixty (60) days advance written notice to Customer, MECC or the third party auditing firm selected by MECC shall have the right to audit such books, records, data and correspondence, including, only to the extent reasonably relevant to such audit, the customer lists of Customer. If such audit results in a finding an inaccuracy of five percent (5%) or greater, then, in addition to promptly making the appropriate refund or payment, Customer shall bear all costs of such audit.

B.4. Taxes. Customer shall be responsible for the payment of, and shall indemnify and hold MECC harmless from, any sales, excise or use tax, transaction privilege, ad valorem, value added, or other taxes including any interest and penalties (excluding incomes taxes) assessed against MECC that may be imposed by any governmental authority upon any use or sublicensing of the Services or any MECC Proprietary Information by or through Customer.

6.5. Additional Fees. Customer may request MECC to provide additional services to Customer in connection with the Services. Subject to MECC’s approval of such service requests, MECC shall provide such services to Customer for the fee set forth in Exhibit A, or as otherwise agreed in writing by the parties. Any other services requested by Customer and provided by MECC under this Agreement and not set forth under the applicable MECC Fee Schedule shall be provided at the prevailing time and material rate of MECC, unless the parties agree in writing to another fee arrangement.

EXHIBIT B - DEFINITIONS

19. Definitions. The following terms shall have the following meanings in this Agreement and the Exhibits.

19.1. Associates. The term “Associates” shall mean (a) in the case of MECC, the employees of MECC, independent contractors hired by MECC, and any resellers other than Customer who have been authorized by MECC, and (b) in the case of Customer, (i) the employees of Customer and (ii) independent contractors hired by Customer for the sole purposes of operating and/or further developing a Private Label Website who agree to be bound by the terms and conditions of this Agreement.

19.2. Authorized Persons. The term “Authorized Persons” shall mean (a) in the case of Customer, (i) employees, officers and independent contractors of Customer with a need to know MECC’s Confidential Information and who agree to maintain the confidentiality of MECC’s Confidential Information, (ii) group members of self-insured groups of a Group or the Group Administrator executing this Agreement or an Exhibit hereto and (iii) individuals or organizations who are authorized in writing by MECC to receive MECC’s Confidential Information and who agree to maintain the confidentiality of MECC’s Confidential Information, and (b) in the case of MECC, (i) employees, officers and independent contractors of MECC with a need to know Customer’s Confidential Information and who agree to maintain the confidentiality of Customer’s Confidential Information and (ii) individuals or organizations who are authorized in writing by Customer to receive Customer’s Confidential Information and who agree to maintain the confidentiality of Customer’s Confidential Information.

19.3. Cancellation Notice. The term “Cancellation Notice” shall mean that written notice sent by one party to the other party seeking to cancel this Agreement because of breach by the other party.

19.4. Customer. Customer accepts responsibility for conduct of its Subscribers as it relates to this Agreement. In the case of MECC Policyholder, Customer shall mean the entity for which excess workers compensation insurance, large deductible insurance, or assumed reinsurance applies. In the case of Third Party Vendor, Reseller or Private Label Provider, Customer shall mean the entity for which MECC has authorized to serve as a Third Party Vendor, Reseller or Private Label Provider under the terms and conditions set forth in Exhibit C. In such case, Customer also applies to the entities employing Subscribers of MECC Services provided by Third Party Vendors, Resellers or Private Label Providers.

19.5. Customer Marks. The term “Customer Marks” shall mean trademarks, service marks, trade names and trade dress of Customer and parent companies, subsidiaries or affiliates of Customer, including any spellings, formatives, phonetic variations and stylized designs of such trademarks, service marks and trade names.

19.6. Customer Proprietary Information. The term “Customer Proprietary Information” shall mean, collectively, the Customer Content, the Customer Marks, Customer’s customer data, and Customer’s Confidential Information.

19.7. Customer’s Confidential Information. The term “Customer’s Confidential Information” shall mean information which Customer treats as confidential, in each instance whether written, oral or otherwise, whether or not patentable or copyrightable, that Customer either marks in good faith as “Confidential” or otherwise informs MECC in writing (including, without limitation, by this Agreement) is confidential or that MECC should reasonably know is confidential. For purposes of this Agreement, any Customer customer list, Customer customer data, Customer reports containing customer data, Customer business plans and/or Customer methods shall be deemed to be Customer’s Confidential Information. Notwithstanding the foregoing, Customer’s Confidential Information does not include information (i) already known to MECC without restriction as to confidentiality or use; (ii) in the public domain; (iii) rightfully conveyed to MECC by a third party without restriction; (iv) released by Customer without restriction; or (v) independently developed by MECC without reference to any of Customer’s Confidential Information.

19.8. Disclosing Party. The term “Disclosing Party” shall mean the party to this Agreement who discloses Confidential Information to the other party to this Agreement.

19.9. End User. The term “End User” shall mean (a) an individual identified by Customer as authorized to receive access to the Services via a distinct password for such individual for the End User Fee, and (b) any other individual authorized by Customer to have access to the Services for purposes of this Agreement.

19.10. End User Fee. The term “End User Fee” shall mean the applicable fee per End User as set forth in Exhibit A.

19.11. Functional Requirements. The term “Functional Requirements” shall mean those certain functional requirements for development of a Private Label Website as set forth in Exhibit D-1 attached hereto.

19.12. Group Administrator. The term “Group Administrator” shall mean any organization authorized by the Board of Directors of a Self Insured Group (SIG) to administer the operational functions of the SIG.

19.13. Group Members. The term “Group Members” shall have the meaning of current insured members of a self insured group that is currently an active policyholder of an MECC excess workers compensation policy.

19.14. MECC Direct Competitor. The term “MECC Direct Competitor” shall mean the individuals and entities listed in Exhibit E, as it may be amended from time to time in writing by MECC.

19.15. MECC Fee Schedule. The term “MECC Fee Schedule” shall mean that certain fee schedule identifying fees for MECC services set out in Exhibit A, as modified in writing by the parties from time to time.

19.16. MECC Marks. The term “MECC Marks” shall mean trademarks, service marks, trade names and trade dress of MECC and parent companies, subsidiaries or affiliates of MECC, including any spellings, formatives, phonetic variations and stylized designs of such trademarks, service marks and trade names.

19.17. MECC Proprietary Information. The term “MECC Proprietary Information” shall mean, collectively, the Services, the Works, the MECC Website, the MECC System, and MECC’s Confidential Information.

19.18. MECC System. The term “MECC System” shall mean computer systems and communication equipment used for hosting and providing access to the Services, and any and all technology developed by or on behalf of MECC and used in connection with this Agreement.

19.19. MECC Website. The term “MECC Website” shall mean that certain website associated with and part of the Services formatted for use on the Internet referred to as Mwecc.com, which is located on the Internet at www.mwecc.com, including the MECC System, and the sub-sites of the MECC Website, including, without limitation, MECC University, MECC Safety Cornerstone, and MECC Web Forums.

19.20. MECC’s Confidential Information. The term “MECC’s Confidential Information” shall mean information which MECC treats as confidential, in each instance whether written, oral or otherwise, whether or not patentable or copyrightable, that MECC either marks in good faith as “Confidential” or otherwise informs Customer in writing (including, without limitation, by this Agreement) is confidential or that Customer should reasonably know is confidential. For purposes of this Agreement, any MECC customer list, MECC customer data, MECC reports containing customer data, MECC business plans and/or MECC methods and MECC Proprietary Information shall be deemed to be MECC’s Confidential Information. Notwithstanding the foregoing, MECC’s Confidential Information does not include information (i) already known to Customer without restriction as to confidentiality or use; (ii) in the public domain; (iii) rightfully conveyed to Customer by a third party without restriction; (iv) released by MECC without restriction; or (v) independently developed by Customer without reference to any of MECC’s Confidential Information.

19.21. Policy Term. The term “Policy Term” shall mean the period during which Policyholder retains excess workers compensation insurance, large deductible workers compensation insurance, or assumed reinsurance coverage from MECC. It shall start on the effective date of the coverage and end on the expiration date of the coverage.

19.22. Policyholder. An entity that currently retains an in-force, active policy for excess workers compensation insurance, large deductible workers compensation insurance, or assumed reinsurance from MECC.

19.23. Privacy Statement. The term “Privacy Statement” shall mean that certain written privacy policy notice identified as the Privacy Statement on a Private Label Website as set forth in Exhibit F attached hereto and by this reference incorporated herein and as amended from time to time by Customer after reasonable consultation with MECC and as approved by MECC in the case of revisions that may materially affect the rights or obligations of MECC under this Agreement.

19.24. Private Label Provider. Any Customer authorized in writing by MECC to serve as a Reseller of MECC’s Services through a Private Label Website.

19.25. Private Label Website. The term “Private Label Website” shall mean a private label website designed, hosted, operated and maintained for the benefit of Customer in accordance with the terms and conditions of this Agreement and Exhibit C hereto.

19.26. Receiving Party. The term “Receiving Party” shall mean the party to this Agreement who receives Confidential Information from the other party to this Agreement.

19.27. Reseller. Any Customer authorized in writing by MECC to sell MECC’s Services to entities that are not MECC Policyholders.

19.28. Self Insured Group. The term “Self Insured Group” (or SIG) shall mean any group or association authorized by its state of domicile to issue workers compensation policies in that state to qualified Group Members.

19.29. Service Level Requirements. The term “Service Level Requirements” shall mean the specifications, terms and conditions set out in Exhibit D-2 attached hereto and incorporated herein.

19.30. Services. Services offered by MECC as listed in Exhibit A.

19.31. Specifications. The term “Specifications” shall mean the specifications, pricing, terms, delivery date(s) and conditions as agreed to between the parties in writing as set forth in Exhibits D and D-1.

19.32. Subscriber. The term “Subscriber” shall mean any individual person authorized by MECC to have a distinct username and password to Services.

19.33. Third Party Technology. The term “Third Party Technology” shall mean any third party technology provided or made available by Customer or a vendor of Customer (other than MECC) in connection with the Services.

19.34. Third Party Vendor. Brokers, third party administrators and any other service provider that is providing contractual services to MECC Policyholder and has been authorized by both MECC and Policyholder to serve as the Subscriber on behalf of MECC Policyholder.

EXHIBIT D

PRIVACY POLICY

Your privacy is important to us. This Privacy Policy explains how we collect and use data that we may collect as part of your use of our services. This Privacy Policy does not apply to information that may be collected offline. We may revise or update this Privacy Policy from time to time, so you should refer back to this page often for the latest information.

As a general rule, we gather the minimum information from you necessary to facilitate transactions, to improve this website and your customer experience, and to make future visits to this website easier and more personalized for you. We have based our privacy policy on the four widely accepted fair information practices identified by the U.S. Federal Trade Commission: notice, choice, access and security.

1. What We Collect

We collect personally identifiable information from you for a limited number of specific purposes. These purposes include providing you with services, billing for services, assisting you with services, providing information to you, conducting transactions, and providing you with other information and opportunities and services that may be of interest to you.

During your user session, we automatically collect standard browser-related technical data that does not include your personal information. We also collect and track aggregate information on your activity to help us analyze traffic flow and improve the performance of our services.

We also collect facts, which personally identify you in connection with establishing and maintaining your user account. We collect the following information: names, addresses, telephone numbers, e-mail addresses, and all other personally identifiable information you affirmatively provide to us, such as user names and passwords.

We also may use cookies, small files placed on your hard drive, to give us more information about your usage of our website and to provide a more personalized experience. The use of cookies has become a standard in the industry, especially at websites that provide any kind of personalized service.

Cookies may also be placed by third parties during your visit to the website. Our affiliates, advertisers and marketing or other business partners may use these cookies. We do not control these cookies.

Some customers may decide to allow us and/or certain of our strategic business partners to contact them by e-mail or telephone. We may use your e-mail address or telephone number to keep you updated on special promotions. In addition, if you give us permission to share your e-mail address with strategic business partners, these business partners may contact you with a variety of offers that may be of interest to you.

We may also request other personally identifiable information from you generally in order to facilitate a transaction or you may affirmatively provide us with information. If you send us an e-mail from our website or you affirmatively provide us with information beyond what we request, we will treat such information as having your consent to collect, retain and use the information for purposes reasonably associated with the purpose for which you provided the information.

We may also gather information about your transactions and, as permitted by applicable law, information we receive from credit reporting bureaus and other third parties, such as credit history. This information may include credit card numbers and driver's license numbers.

2. Who Collects This Information

We collect the user information described above by means of your use of our website and the features of our website.

While you are using our website, you may be linked or directed to other third party websites outside our website that are beyond our control. For example, you might click on a hyperlink that will take you off our website. Each of these third party websites may have a privacy policy different from our privacy policy. You should review the applicable privacy policies of these other websites before providing personally identifiable information in connection with these websites. We are not responsible for any actions or policies of such third parties. Business partners who may have any opportunity to access any of our customer data must agree to confidentiality provisions that limit disclosure and use of the data.

3. How Collected Information Is Used

In general, we use collected information for billing and credit purposes, to market and provide services and/or products, to anticipate and resolve problems with your service, or to create and inform you of products or services that better meet your needs. We also use collected information to learn more about how visitors use our website and to measure areas of interest in order to provide features and improve the functionality of our website. If you so choose, information you provide might also be used to send you e-mails about special promotions, new features and services or products. We also use the information we collect to respond to e-mails, provide customer support and for similar business purposes.

Data collected online may also be combined or merged with information you provide to us by means other than our website. Aggregate information (information that is not personally identifiable) obtained from the operation of our website is also used to help us run and maintain our website, study traffic patterns and generally learn about the usage of our website.

We attempt to retain information we collect for commercially reasonable periods of time or in accordance with specific policies or as required by law.

4. Information Sharing

Except as otherwise provided in this Privacy Policy, we will not sell, exchange or rent any personally identifiable information about you that we obtain by means of our website to or with companies or organizations not affiliated with us that would use the information to contact you about their own or others' products and services unless we have your permission. We may, however, provide information to marketing companies to assist us in offering products or services to you, to third party financial institutions with which we have joint marketing agreements, and to business partners and third parties which assist us in providing content, products and services, providing backend processing services and/or handling transactions. Such companies, including those in the United States and/or any other countries, are governed by appropriate confidentiality obligations.

We may also disclose your information without your prior consent (1) in special cases when we have reason to believe that disclosing this information is necessary to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, customers or other users of our website, or anyone else who could be harmed by such activities, (2) when we believe in good faith that the law requires it, and/or (3) subject to confidentiality agreements, for administrative or other business purposes as we deem appropriate to maintain and improve our services, and/or to facilitate transactions or collect amounts due, including sharing information with credit bureaus.

Aggregate information (without personally identifiable information) may be used for internal business purposes, marketing purposes or shared with third parties for our business purposes.

Please be aware that advertisers and third party websites linked from our website may collect personally identifiable information and are not covered by this Privacy Policy. You will need to review the applicable privacy policies. We shall have no liability for the privacy policies of third party websites and advertisers.

5. Choices You Can Make About Your Information

We generally give you a number of choices about the collection, use and distribution of your information. We will give you an opportunity to "opt-out" of the gathering of your personally identifiable information, specific uses of your personally identifiable information and any marketing mailings in accordance with the procedures set out in the section below on "Correcting and Changing Your Information." By adjusting the settings in your browser, you can refuse to accept cookies or give yourself the opportunity to accept or reject cookies, or receive notice of cookies. Software programs are available that block cookies. Refusing cookies may impinge on your user experience by eliminating personalization or other features.

Persons outside the United States and non-U.S. citizens are advised that we may transfer or store information on servers located in the United States or elsewhere and that the privacy laws of the United States may not be as comprehensive or offer as much protection as the laws of other countries.

6. Children's Privacy

Our services do not target children. We abide by the Children's Online Privacy Protection Act and will not knowingly collect personally identifiable information from children under age 13. We recommend that parents actively participate in their children's use of the Internet.

7. Correcting or Changing Your Information

We are concerned about the accuracy, currency and completeness of the information we collect and make efforts we deem appropriate to ensure that the information we have is accurate and up-to-date. If you want to amend, correct, update, delete or opt-out of your registration information to which you have previously opted-in or wish to review information we have collected about you, please contact us using the contact information listed on MECC’s website at www.mwecc.com, and we will attend to your request and make any necessary revisions. This provision applies only to personally identifiable information collected via our website, not to information that is not personally identifiable that may be gathered by cookies or from IP addresses or to aggregate information. We reserve the right not to allow access to your information if the expense and burden of providing access would be disproportionate to the risks to your privacy or if the rights of another individual might be violated.

8. Security Procedures

We are concerned with the security of your personally identifiable information and try to provide secure transmission of your information from your PC to our website. Unfortunately, no data transmission over the Internet can be guaranteed to be absolutely secure. As a result, while we strive to protect your personal information, we cannot guarantee the security of any information transmitted over the Internet. Once we receive your information, we take steps that we believe are reasonably appropriate to protect the security of your data, in electronic and paper form, both internally and from outsiders, from loss, misuse, unauthorized access, disclosure, alteration and destruction, and to ensure the integrity of the data we collect. We use a combination of technological, physical, administrative and policy methods as well as organizational controls and non-disclosure or confidentiality agreements as we deem appropriate to protect this data.

If you have a user name and password for any of the features on our website, you have the responsibility of keeping your password secret. You should not reveal your password to anyone. We will not ask you in an unsolicited telephone call or e-mail for your password. In addition, you should take reasonable precautions when using a computer that is not your own or in a public setting.

9. Changes in Terms

We may change this Privacy Policy from time to time. We will post notices on our website at the time of any material changes to this Privacy Policy.

10. Contacting Us

If you have any specific questions regarding any issues about privacy on our website, please contact us at 636-449-7000.

11. Applicable Law

Our collection and use of information may be governed by laws of the United States, state law or the laws of other countries. To the extent these laws are applicable, we will comply with applicable privacy and data laws.

12. Consent

By using our services and providing personally identifiable information about yourself, you consent to (1) our collection and use of data as described in this Privacy Policy to the extent that you have not opted out of any such collection and/or use through the methods described in this Privacy Policy, (2) the notice, choice, access and security we are providing, and (3) the methods we have described to notify you of changes to this Privacy Policy.

By logging in to MECC University, you certify that you have read, understood, accepted and agreed to the terms and conditions of this Agreement.