WHEREAS, ABL Tech provides death audit, location, and other related services designed to assist clients with their compliance obligations and fraud prevention; and
WHEREAS, Client desires to obtain, and ABL Tech desires to perform, such services.

NOW THEREFORE, for and in consideration of the mutual covenants and agreements contained in these Terms and Conditions, the Parties to these Terms and Conditions hereby agree as follows:

1. Scope of Services. Client orders Services (as defined below) from ABL Tech by entering into a mutually signed “Mortality Verification Service Agreement” under these Terms and Conditions. For clarity, Services ordered by Client through the ABL Tech Reporting Platforms (as defined in Section 20 below), a mutually signed statement of work, and/or a mutually signed agreement between the Parties are each Mortality Verification Service Agreements. ABL Tech agrees to provide the services and to grant the licenses, all as set forth in these Terms and Conditions and a Mortality Verification Service Agreement (collectively, the “Services”). For clarity, the definition of “Services” includes all data delivered therewith (including but not limited to data that is ABL Tech IP or Third-Party Data (each as defined below)). Each Mortality Verification Service Agreement (and each order entered into thereunder) is hereby incorporated by reference into these Terms and Conditions and all references to these Terms and Conditions shall be deemed to include the Mortality Verification Service Agreement. From time to time, Client may submit or upload processing files to ABL Tech and such processing files (and the Services related thereto) shall be subject to these Terms and Conditions and Client’s applicable Mortality Verification Service Agreement (or order entered into thereunder) for the Services provided. In the event of conflict between these Terms and Conditions and any order, purchase document, invoice, addendum, amendment, agreement, or contract provided by Client (“Client Document”), these Terms and Conditions shall govern unless the Client Document is mutually signed and expressly states that it amends these Terms and Conditions. For clarity, a purchase order or invoice created by Client shall not be a Mortality Verification Service Agreement nor shall it modify, amend, or alter these Terms and Conditions even if entered into after the date hereof.

2. Performance. ABL Tech will use commercially reasonable efforts to deliver the Services requested by Client under a Mortality Verification Service Agreement and to compile information gathered from selected public or government records and other sources used in the provision of the Services. ABL Tech reserves the right to add materials and features to, and to discontinue offering any of the materials and features that are currently a part of, the Services. In the event that ABL Tech discontinues a material portion (except for Third-Party Data (as defined below)) of the materials and features that Client regularly uses in the ordinary course of its business, and such materials and features are included in a Mortality Verification Service Agreement, ABL Tech will refund any pre-paid Fees to Client for the discontinued materials and/or features. For clarity, the availability of Third-Party Data may change from time to time. ABL Tech shall not be required to deliver, nor shall Client request ABL Tech to deliver, Services related to individuals residing outside of the United States.

3. Fees and Taxes.

a. Fees. In consideration of ABL Tech providing the Services, Client shall pay ABL Tech the fees set forth in the applicable Mortality Verification Service Agreement or the applicable pricing document delivered to Client by ABL Tech (the “Fees”). Fees are subject to annual adjustment based on ABL Tech’s published fee schedule, which shall not exceed the higher of 5% or the U.S. Consumer Price Index for the preceding 12-month period.

b. Invoicing. Within thirty (30) days of (i) execution of a Mortality Verification Service Agreement or (ii) Client’s upload of a Processing File (and on the anniversary date each year thereafter for each Processing File), ABL Tech shall invoice Client for the Fees. Client shall pay each properly rendered invoice within thirty (30) days after receipt, except for charges disputed in good faith. Client agrees to pay ABL Tech interest computed at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, on any undisputed amounts that are remitted more than thirty (30) days late in their entirety. If Client fails to pay ABL Tech the Fees when due, then, in addition to all other remedies available under these Terms and Conditions, a Mortality Verification Service Agreement, or at law, ABL Tech may immediately suspend the Services or terminate these Terms and Conditions and any Mortality Verification Service Agreement. If possible, Client shall make all payments to ABL Tech through automated clearing house (“ACH”) transfers from Client’s designated operating account directly to ABL Tech, in which case Client will execute and deliver to ABL Tech an authorization agreement for direct payments whereby, among other things, ABL Tech shall be authorized to initiate ACH transfers from Client’s designated operating account to ABL Tech in the amounts required or permitted under a Mortality Verification Service Agreement. Client may elect to make payments via check or wire, in which case ABL Tech may charge a reasonable fee.

c. Taxes. The charges for all Services are exclusive of any state, local, or otherwise applicable sales, use, or similar taxes. If any such taxes are applicable, they shall be charged to Client’s account. Client is not responsible for any taxes charged on ABL Tech’s income.

4. Compliance with Law. Each Party shall comply with, and cause its employees who access the Services to comply with, laws and regulations applicable to the Services in all material respects. Each Party is solely responsible for its own compliance obligations. ABL Tech expressly disclaims that the Services are, and no Services shall be deemed to be, regulatory, compliance, legal, retirement fund/plan, ERISA or tax advice, counsel or opinion.

5. Security.

a. ABL Tech’s Data Security Controls. ABL Tech shall maintain commercially reasonable data privacy and security controls that are designed to protect the security of the Services and the data in ABL Tech’s control including, without limitation, physical, network, application security and development, and data leakage prevention.

b. ABL Tech’s Third-Party Review of Security Controls. ABL Tech shall complete the following with a third-party service provider: annual SOC 2, Type 2 Audit (or an equivalent or successor); annual application penetration test; and monthly network vulnerability scan. ABL Tech shall reasonably remediate findings identified in such audit, test, or scan. Upon request and subject to the obligations of confidentiality set forth in these Terms and Conditions, ABL Tech shall deliver evidence of such controls described in this subsection to Client.

c. Business Continuity. ABL Tech shall maintain business continuity and disaster recovery policies and procedures and shall annually test such policies (“Business Continuity Plan”). ABL Tech shall reasonably remediate findings identified in such test. Upon request and subject to the obligations of confidentiality set forth in these Terms and Conditions, ABL Tech shall deliver the Business Continuity Plan described in this subsection to Client.

d. Encryption. ABL Tech shall encrypt the production data maintained in the applications used to provide the Services while at rest and in transit.

e. Production Data Maintained in the U.S. ABL Tech shall maintain the production data in the applications used to provide the Services within the United States of America at all times.

f. Security Requirements. Each Party acknowledges that the information entered into and/or accessed through the Services may include personally identifiable information and it is each Party’s obligation to keep all such information confidential and secure. Accordingly, each Party (as applicable) shall

(i) restrict access to Services and the information contained therein to those employees who have a need to know as part of their official duties;

(ii) implement and maintain technical and organizational security measures to protect the security, confidentiality, and integrity of Services or data received therefrom, whether in electronic form or hard copy, by any person or entity, and ensure a level of security appropriate to the risk; and

(iii) with respect to Client, unless otherwise required by law or pursuant to a Party’s policies, purge all bulk information received through the Services, whether stored electronically or on hard copy by a Party, within ninety (90) days of initial receipt in order to prevent such bulk data from being made into a competing product with the Services. Each Party will implement policies and procedures to prevent unauthorized use of its user IDs (where such user IDs permit access to the other Party’s systems, applications, or data (as applicable)) (“User IDs”), in connection with the Services. The designated administrator of Client’s account with ABL Tech shall be responsible for appropriate use, access and protection of User IDs. Each Party will promptly, but in any event, within 48 hours, notify the other Party, in writing if such Party reasonably suspects or confirms that one of its User IDs has been

(1) lost, stolen, compromised, misused or used, accessed,

(2) acquired in an unauthorized manner or by any unauthorized person, or (3) used for any purpose other than legitimate business reasons. Subject to Section 8, each Party shall remain liable for all costs associated therewith and shall further reimburse the other Party for any expenses it incurs due to such Party’s failure to prevent such impermissible use or access of User IDs and/or the Services or the other Party’s data, or any actions required as a result thereof.

g. Security Event. If the Services include personally identifiable information (including, but not limited to, social security numbers, driver’s license numbers, dates of birth, or any other information that could be used to identify an individual), the following shall apply: upon a known or reasonably suspected unauthorized or unlawful access to, disclosure, modification, destruction, deletion, loss of, or disruption or loss of access to personally identifiable information (a “Security Event”), then the Party discovering the Security Event shall promptly notify the other Party. In the event of a Security Event, the Party whose data is subject to the Security Event, where the Security Event was caused by the other Party, may take immediate action, including termination of these Terms and Conditions and any Mortality Verification Service Agreement.

6. Licenses.

a. Restricted Data License Grant. Client understands that the data ABL Tech discloses in the Services may include data from third-party data providers, including but not limited to, government and commercial data sources (“Third-Party Data”). ABL Tech’s ability to license Third-Party Data to Client under a Mortality Verification Service Agreement is subject to the restricted license granted to ABL Tech by such Third-Party Data providers. ABL Tech hereby grants to Client a non-exclusive, nontransferable, restricted license to use the Services set forth in a Mortality Verification Service Agreement solely for Client’s own internal business purposes subject to the applicable Flow Down Obligations (defined below in Section 17) and Restrictions on Use (as defined below) (collectively, the “Restricted Data License Grant”). If Client is a third-party administrator and discloses such status on the Mortality Verification Service Agreement (“TPA”), then Client may disclose the data in the Services to its TPA customers identified on the applicable Mortality Verification Service Agreement (“Client’s Customers”). Such disclosure may only be in the course of providing TPA services, provided that Client’s disclosure to the applicable Client’s Customer shall require such Client’s Customer to comply with the Restricted Data License Grant and use the data included in the Services solely for internal business purposes. Client shall be responsible and liable for Client’s Customers’ compliance with these Terms and Conditions and use of the data disclosed in the Services, including but not limited to, compliance with the Restricted Data License Grant (as if Client’s Customer were Client). If Client or Client’s Customer breaches the terms and conditions of this Section 6.a., ABL Tech may terminate the Restricted Data License Grant set forth herein.

b. Restrictions on Use. Client represents and warrants that (“Restrictions on Use”):
i. Client has the right to disclose the data disclosed by Client to ABL Tech under a Mortality Verification Service Agreement, and Client has the right to receive the data disclosed by ABL Tech to Client under a Mortality Verification Service Agreement.
ii. All of Client’s use of the Services shall be for only legitimate business purposes relating to its business and as otherwise governed by these Terms and Conditions. Client shall only use the Service for the purpose(s) certified by Client in the Mortality Verification Service Agreement and online when accessing the Services, and for no other purposes.
iii. Client shall not use the Services for marketing purposes or resell or broker the Services to any third-party and shall not use, and shall prevent its users from using, the Services

(i) for personal (non-business) purposes, including to locate friends, family members, celebrities or government officials; or

(ii) to view information on one’s self, except for initial training purposes on the system.

iv. Client shall not use the Services to provide data processing services to third-parties or evaluate the data of or for third parties, without ABL Tech’s prior written approval.

v. Client shall not access the Services from Internet Protocol addresses located outside of the United States and its territories without ABL Tech’s prior written approval.
vi. Client shall not use the Services to create a competing product.

c. Additional Terms Related to the Restricted License. Client agrees that, if ABL Tech determines or reasonably suspects that Client is violating any provision of these Terms and Conditions, ABL Tech may take immediate action, including, without limitation, terminating the delivery of, and the license to use the Services. ABL Tech may at any time mask or cease to provide Client access to any Services or portions thereof which ABL Tech may deem, in ABL Tech’s sole discretion, to be sensitive or restricted information (subject to the third sentence of Section 2).

d. Client Licenses to ABL Tech.

i. Client hereby grants ABL Tech a license to process data and other information, including Client’s Confidential Information (as defined below) as applicable, provided by Client to ABL Tech and to disclose such data to its affiliates and vendors to process such data or to perform or improve the Services.

ii. Client hereby grants ABL Tech a license to use the Client’s Confidential Information (including but not limited data and information provided by Client to ABL Tech under a Mortality Verification Service Agreement) for internal, statistical, and analytical purposes, subject to Section 7.b.

iii. Client hereby grants ABL Tech a worldwide, perpetual, irrevocable, royalty free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Client or its users relating to the Services (each, a “Submission”). ABL Tech shall not be required to compensate Client for any such Submission.

iv. Client has obtained all necessary licenses, consents, and authorizations in order to provide information to ABL Tech as stated in these Terms and Conditions and the Mortality Verification Service Agreement.

e. Deliverables. Client shall own all right and title to the reports (the “Deliverables”), if any, delivered by ABL Tech,

(i) subject to the Restricted Data License Grant set forth in this Section 6,

(ii) subject to ABL Tech’s rights to the underlying data that it provides (as set forth in Section 7.a.) that might be included in the Deliverables, and

(iii) excluding ABL Tech IP (as defined below). To the extent ABL Tech IP is incorporated into a Deliverable, ABL Tech hereby grants Client a non-transferable, non-sublicenseable, fully paid up, limited license to use ABL Tech IP solely for internal business purposes and subject to these Terms and Conditions. If Client is a TPA, Client may disclose ABL Tech IP to the applicable Client’s Customer set forth on a Mortality Verification Service Agreement, provided that Client’s disclosure to such Client’s Customer shall be solely for Client’s Customer internal business purposes. If Client or Client’s Customer breaches the terms and conditions of this Section 6.e., ABL Tech may terminate the license to ABL Tech IP granted herein.

7. Intellectual Property; Confidentiality.
a. Intellectual Property Rights. Each Party agrees that it shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the other Party’s information, or with respect to the Client, ABL Tech’s Services, programs or computer applications. Each Party acknowledges that such Party (and/or its Third-Party Data providers) shall retain all right, title, and interest under applicable contractual, copyright, patent, trademark, Trade Secret (as defined below) and related laws in and to the data and information that it provides, and with respect to ABL Tech, ABL Tech (and/or its Third-Party Data providers) shall retain such rights, title and interest in the Services. Each Party shall use such materials in a manner consistent with the other Party’s interests and the terms and conditions herein, and shall notify the other Party of any threatened or actual infringement of a Party’s rights. For clarity, ABL Tech maintains all right, title, and interest to and in of all of its software, source code, object code, systems, services, data, death matches made in its applications or systems or confirmed through ABL Tech’s business processes, and forms of Deliverables (including but not limited to all components, modifications and derivations thereof) that ABL Tech offers to its customers generally (“ABL Tech IP”), and ABL Tech expressly reserves all rights not expressly granted to Client in these Terms and Conditions.

b. Confidentiality. Client and ABL Tech acknowledge that they each may have access to confidential information of the disclosing Party (“Disclosing Party”) relating to the Disclosing Party’s business including, without limitation, personally identifiable information, technical, financial, strategies and related information, computer programs, algorithms, know-how, processes, ideas, inventions (whether patentable or not), schematics, Trade Secrets (as defined below) and other information (whether written or oral), and in the case of ABL Tech’s information, product information, product development plans, forecasts, proposals, cost and pricing information, data contained in Services, vendor assessment materials, policies and procedures, descriptions of technical controls and other business information (“Confidential Information”). Confidential Information shall not include information that:

(i) is or becomes (through no improper action or inaction by the Receiving Party (as defined below)) generally known to the public;

(ii) was in the Receiving Party’s possession or known by its prior to receipt from the Disclosing Party;

(iii) was lawfully disclosed to Receiving Party by a third-party and received in good faith and without any duty of confidentiality by the Receiving Party or the third-party; or

(iv) was independently developed without use of any Confidential Information of the Disclosing Party by employees of the Receiving Party who have had no access to such Confidential Information. “Trade Secret” shall be deemed to include any information which gives the Disclosing Party an advantage over competitors who do not have access to such information as well as all information that fits the definition of “trade secret” set forth in applicable law. Each receiving Party (“Receiving Party”) agrees not to divulge any Confidential Information or information derived therefrom to any third-party (except as set forth in these Terms and Conditions) and shall protect the confidentiality of the Disclosing Party’s Confidential Information with the same degree of care it uses to protect the confidentiality of its own confidential information and trade secrets, but in no event less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information solely to the extent required by subpoena, court order or other governmental authority, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such subpoena, court order or other governmental authority so as to allow the Disclosing Party to have an opportunity to obtain a protective order to prohibit or restrict such disclosure at its sole cost and expense. Confidential Information disclosed pursuant to subpoena, court order or other governmental authority shall otherwise remain subject to the terms applicable to Confidential Information. Each Party’s obligations with respect to Confidential Information shall continue for the term of these Terms and Conditions and for a period of five (5) years thereafter, provided however, that with respect to Trade Secrets, each Party’s obligations shall continue for so long as such Confidential Information continues to constitute a Trade Secret.

c. Government Clients. If Client is a government entity or is otherwise subject to a federal, state, or local freedom of information act or similar statute or regulation (“FOIA”), then Client agrees that the confidentiality obligations of these Terms and Conditions prevent Client from disclosing the Services (and data included therein) in response to a FOIA request.

8. Warranties/Limitation of Liability.

a. Disclaimer of Warranties. Client accepts all information, including but not limited information provided through Services, “AS IS.” Client acknowledges and agrees that ABL Tech obtains data from third-party sources, which may or may not be completely thorough and accurate, and that ABL Tech does not make and hereby disclaims any warranty, express or implied, with respect to the Services. ABL Tech does not guarantee or warrant the accuracy, correctness, currentness, completeness, merchantability, fitness, quality, or timeliness for a particular purpose of the Services or information provided therein, including but not limited to those warranties that might be implied from a course of dealing, course of performance or trade usage. In no event shall ABL Tech be liable for any indirect, incidental, or consequential damages, however arising, incurred by Client from receipt or use of information delivered hereunder or the unavailability thereof. Due to the nature of public record information, the public records and commercially available data sources used in the Services may contain errors. Source data is sometimes reported or entered inaccurately, processed poorly or incorrectly, and is generally not free from defect. ABL Tech’s Services are not the source of data, nor are they a comprehensive compilation of the data. ABL Tech’s Services may contain links to third-party websites not under ABL Tech’s control or operation. ABL Tech may provide any such links only as a convenience, and ABL Tech does not endorse, is not responsible for, and does not have control over the contents of any linked website or any link contained within a linked website. Use of third-party content on a linked website may be subject to such third-party’s terms and conditions. Client accepts all risk of clicking on a linked website and is solely responsible for its use of content contained on any such linked website. For certain Services, ABL Tech’s personnel use proprietary methods to determine whether death data from multiple sources is relevant to a particular individual (“Death Matching”) and because of the inherent limitations in the data relied upon, ABL Tech shall not be responsible or liable for any inaccurate or incomplete Death Matching. Death Matching is an analysis attributable to ABL Tech and does not represent a finding or conclusion on behalf of ABL Tech’s data sources. Client shall not rely on ABL Tech for the accuracy or completeness of information supplied through the Services. Before relying on any data, ABL Tech recommends that such data should be independently verified.

b. Limitation of Liability – General Cap and Disclaimer. Neither ABL Tech, nor its subsidiaries and affiliates, any Third-Party Data provider, nor any ABL Tech vendor, shall be liable to Client for any loss or injury arising out of, related to, or caused in whole or in part by ABL Tech’s acts or omissions in procuring, compiling, collecting, reporting, communicating, interpreting, delivering, or performing the Services. If, notwithstanding the foregoing, liability can be imposed on ABL Tech, then Client agrees that, except as set forth in subsection c. below, ABL Tech’s aggregate liability for any and all losses or injuries arising out of or related to any act or omission of ABL Tech in connection with anything to be done or furnished under these Terms and Conditions, or related thereto, regardless of the cause of the loss or injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed the Fees paid by Client to ABL Tech in the twelve (12) months immediately prior to the incident giving rise to the applicable liability; and Client covenants and promises that it will not sue ABL Tech for an amount greater than such sum even if Client and/or third-parties were advised of the possibility of such damages and that it will not seek punitive damages in any suit against ABL Tech.

c. Limitation of Liability – Increased Cap for IP Indemnification or Security Event. ABL Tech’s aggregate liability for any and all losses or injuries arising out of or related to Section 9.c. or a Security Event caused by ABL Tech’s negligence, regardless of the cause of the loss or injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed the Fees paid by Client to ABL Tech in the twelve (12) months immediately prior to the incident giving rise to the applicable liability; and Client covenants and promises that it will not sue ABL Tech for an amount greater than such sum even if Client and/or third-parties were advised of the possibility of such damages and that it will not seek punitive damages in any suit against ABL Tech.
d. Limitation of Liability for Business Associate Agreements. Notwithstanding anything to the contrary in a Business Associate Agreement (as defined below), the limitation of liability set forth in Sections 8.b. and 8.c. apply to any business associate agreement (“Business Associate Agreement”) entered into by Client and ABL Tech whether dated before or after the applicable Mortality Verification Service Agreement. In the event of a conflict between these Terms and Conditions and the Business Associate Agreement regarding limitation of liability, these Terms and Conditions prevail.

9. Indemnification.
a. General Indemnification by Client. Client hereby agrees to protect, indemnify, defend, and hold harmless ABL Tech from and against any and all third-party costs, claims, demands, damages, losses, liabilities, and attorneys’ fees and costs arising from or in any way related to

(i) use of information received by Client (or any third-party receiving such information from, through or at the direction of Client) furnished by or through ABL Tech;

(ii) Client’s material breach of any terms, conditions, representations or certifications in these Terms and Conditions or a Mortality Verification Service Agreement;

(iii) any Security Event of ABL Tech’s data caused by Client;

(iv) noncompliance with these Terms and Conditions by Client’s Customers (where Client is a TPA); or

(v) a claim, suit, action or other proceeding resulting from or relating to ABL Tech being deemed a fiduciary of Client’s or its customers’ retirement, benefit or other plans.

b. General Indemnification by ABL Tech. Subject to Section 8, ABL Tech hereby agrees to protect, indemnify, defend, and hold harmless Client from and against any and all third-party costs, claims, demands, damages, losses, liabilities, and attorneys’ fees and costs arising from or in any way related to

(i) ABL Tech’s material breach of any terms, conditions, representations or certifications in these Terms and Conditions; and

(ii) any Security Event of Client’s data caused by ABL Tech.

c. Intellectual Property Indemnification by ABL Tech. Subject to Section 8, ABL Tech hereby agrees to protect, indemnify, defend, and hold harmless Client from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys’ fees and costs) arising from or in connection with any third-party claim that the Services or data contained therein (except for Third-Party Data or third-party materials), when used in accordance with these Terms and Conditions, infringe a United States patent or United States registered copyright, subject to subsection d. below. Notwithstanding the foregoing, ABL Tech will not have any duty to indemnify, defend or hold harmless Client with respect to any claim of infringement resulting from

(i) Client’s misuse of the Services;

(ii) Client’s failure to use any corrections made available by ABL Tech;

(iii) Client’s use of the Services in combination with any product or information not provided or authorized in writing by ABL Tech;

(iv) any information, direction, specification or materials provided by Client or any third-party; or

(v) claims based on data provided by third-parties. If an injunction or order is issued restricting the use or distribution of any part of the Services, or if ABL Tech determines that any part of ABL Tech Services is likely to become the subject of a claim of infringement or violation of any proprietary right of any third-party, ABL Tech may in its sole discretion and at its option (A) procure for Client the right to continue using the Services; (B) replace or modify the Services so that they become non-infringing, provided such modification or replacement does not materially alter or affect the use or operation of the Services; or (C) terminate these Terms and Conditions and refund any Fees relating to the future use of the Services. The foregoing remedies constitute Client’s sole and exclusive remedies and ABL Tech’s entire liability with respect to infringement claims or actions.

d. Indemnification Procedures. A Party seeking indemnification (the “Indemnified Party”) under this Section 9 must

(i) promptly give written notice of any claim to the other Party (the “Indemnifying Party”) and

(ii) provide any assistance which the Indemnifying Party may reasonably request for the defense of the claim. The Indemnifying Party has the right to control the defense or settlement of the claim; provided, however, that the Indemnified Party shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense.

10. Term. The term of these Terms and Conditions shall begin on the effective date of the applicable Mortality Verification Service Agreement and continue until there are no Mortality Verification Service Agreement(s) in effect.

11. Audit Rights.

a. From time to time, upon reasonable advance notice, ABL Tech shall provide Client or its designee with access to the locations from which the Services are being performed, and all data and records relating to the Services for the purpose of performing audits or inspections

(i) to comply with regulatory requirements or requests by Regulators,

(ii) to determine if the Services are in compliance with the terms of the Terms and Conditions, and

(iii) to determine the accuracy of the charges. Upon request, ABL Tech will provide Client with its standard vendor due diligence materials. Client may request that ABL Tech complete Client’s vendor due diligence questionnaires, assessments or audits and ABL Tech’s completion or participation in the completion of such questionnaires, assessments or audits shall be at Client’s expense and subject to the confidentiality obligations of these Terms and Conditions.

b. ABL Tech may perform reasonable audits of Client’s compliance with these Terms and Conditions by providing prior written notice to Client, and Client shall reasonably cooperate with such audit. Such audits shall occur no more than once per year, unless otherwise more frequently required by a data provider, regulator, or other third-party.

12. Maintenance of Records. Client shall be responsible for maintaining all records related to the Services. ABL Tech does not provide record-keeping services. ABL Tech shall not be obligated to retain Client’s data (including but not limited to Client’s Confidential Information and personally identifiable information) and may delete Client’s data, in accordance with ABL Tech’s data destruction policy, after completion of the Services provided as applicable to the specific data. Neither ABL Tech, nor its subsidiaries and affiliates, any Third-Party Data provider, nor any ABL Tech vendor, shall be liable to Client for any loss or injury arising out of, related to, or caused in whole or in part by ABL Tech’s deletion of data or the Services provided with respect to such data as set forth in this section. If, notwithstanding the foregoing, liability can be imposed on ABL Tech, then Client agrees that ABL Tech’s aggregate liability shall be as set forth in Section 8 of these Terms and Conditions.

13. Background Checks. Each Party shall require background checks of employees or users who access the Client’s data (with respect to ABL Tech) and the Services (with respect to Client) in accordance with the respective Party’s company guidelines.

14. Insurance. ABL Tech shall maintain, at all times during the term of these Terms and Conditions, the insurance policies described herein with carriers rated no less than “A” by AM Best. ABL Tech shall deliver certificates of insurance to the Client upon request. As of the date hereof, ABL Tech maintains the following insurance coverages (with carriers rated at least A):

a. All worker’s compensation insurance coverages required by federal, state or local law;

b. Commercial general liability insurance with a limit of two million dollars ($2,000,000) in the aggregate;

c. Errors & omissions insurance with total limits of five million dollars ($5,000,000) in the aggregate;

d. Cyber liability and technology errors & omissions insurance in a limit of five million dollars ($5,000,000) in the aggregate; and

e. Commercial crime insurance with a limit of one hundred thousand dollars ($100,000) in the aggregate.

Upon Client’s written request, Client shall be an additional insured with a waiver of subrogation on the general liability insurance described under Section 14.b. above.

15. Survival of Terms and Conditions; Statute of Limitations. Provisions hereof related to fees and taxes (to the extent payment obligations remain) (Section 3); security event (Section 5.g.); licenses (Section 6); intellectual property and confidentiality (Section 7); warranties and limitation of liability (Section 8); indemnification (Section 9); audit rights (Section 11 for three years); maintenance of records (Section 12); survival (Section 15); Third-Party Data provider obligations (Section 17); privacy principles (Section 18); governing law and forum (Section 27); miscellaneous (Section 28); no third-party beneficiaries (Section 29); and non-fiduciary status (Section 30) shall survive any termination of these Terms and Conditions or any Mortality Verification Service Agreement. Client must file any Action no later than the earlier of (a) twelve (12) months after delivery of the specific Services related to the event giving rise to the claim or (b) the termination of these Terms and Conditions. Client hereby waives the right to file any Action under any longer statute of limitations. “Action” shall mean any claim, demand, request, claim for indemnity, lawsuit, or proceeding arising directly or indirectly under these Terms and Conditions or a Mortality Verification Service Agreement.

16. Employee Training.

Each Party shall train its employees on the obligations under these Terms and Conditions prior to allowing access to Services. In addition, as of the date hereof, ABL Tech requires the following training of its employees on an annual basis: US data privacy and security, information security, and HIPAA.

17. Third-Party Data Provider Obligations.

a. Third-Party Flow Down Requirements. Client understands that ABL Tech obtains Third-Party Data from third-party data providers that require ABL Tech to flow-down certain obligations as available on ABL Tech’s website (at http://www.abltech.com/legal-&-privacy/dmf-data-terms/ and http://www.abltech.com/legal-&-privacy/third-party-data-terms/) (the “Flow Down Obligations”). The Flow Down Obligations (as amended from time to time and made available at the URLs listed above) are hereby incorporated by reference to the extent applicable to the Services.

b. Client Credentialing.

i. Client acknowledges that ABL Tech is required to credential ABL Tech’s clients prior to permitting access to the Services. Client represents and warrants that the information about Client (A) on a Mortality Verification Service Agreement or (B) provided during the credentialing process or in connection with the purchase of Services under a Mortality Verification Service Agreement (the “Client Credentialing”) is accurate and complete in all material respects. The Client Credentialing is hereby incorporated by reference. ABL Tech may be required to disclose Client’s information related to the Client Credentialing to ABL Tech’s commercial data vendors, and Client hereby consents to such disclosure.

ii. Client shall notify ABL Tech immediately of any changes to the information on a Mortality Verification Service Agreement or the Client Credentialing, and ABL Tech may terminate these Terms and Conditions if such changes are material as reasonably determined by ABL Tech. Client is required to promptly notify ABL Tech of a change in ownership of Client’s company, any change in the name of Client’s company, and/or any change in the physical address of Client’s company. Furthermore, Client acknowledges and agrees that, as part of the credentialing process, Client’s credit report(s) may be requested by ABL Tech in accordance with Federal Fair Credit Reporting Act from one (1) or more consumer reporting agencies. Upon Client’s request, Client will be informed of whether any credit report was requested, and the name and address of the credit reporting agency that furnished the report to ABL Tech.

18. Privacy Principles. With respect to personally identifiable information regarding consumers, ABL Tech’s privacy policy and principles (“Principles”), which may be modified from time to time, recognize the importance of appropriate privacy protections for consumer data, and Client agrees that Client (including its directors, officers, employees or agents) will comply with the Principles or Client’s own comparable privacy principles, policies, or practices. The Principles are available at: [http://www.abacuslife.com/privacy-policy/] and [http://www.abltech.com/privacy-principles/].

19. Consents. Client represents and warrants that it has obtained all required consents, approvals, permits, or authorizations required for its engagement of ABL Tech to perform the Services.

20. ABL Tech Reporting Platform. ABL Tech maintains proprietary applications that are used to provide services to ABL Tech’s clients (the “ABL Tech Reporting Platform”). ABL Tech maintains all ownership rights with respect to the ABL Tech Reporting Platform. During the term of these Terms and Conditions and any Mortality Verification Service Agreement, Client and its authorized users (as identified in an end user agreement or requested in writing to be permitted access from time to time) shall have the right to access and use the ABL Tech Reporting Platform solely for Client’s own internal business purposes as permitted by the then current functionality of the ABL Tech Reporting Platform and as necessary to use the Services. Client shall be responsible for its authorized users’ use of the Services and compliance with these Terms and Conditions and any Mortality Verification Service Agreement. Client shall not, and shall ensure its users shall not, (a) cause any code, files, scripts, agents or programs intended to do harm, including, for example viruses, worms, time bombs and Trojan horses, or other harmful code to be entered into the ABL Tech Reporting Platform, (b) interfere with or disrupt the integrity or performance of the Services or the ABL Tech Reporting Platform, (c) attempt to gain unauthorized access to the ABL Tech Reporting Platform, or ABL Tech’s systems or networks, or (d) copy any part, feature, function or user interface of the ABL Tech Reporting Platform.

21. Publicity. Without ABL Tech’s written consent, Client will not (a) name ABL Tech or refer to its use of the Services in any press releases, advertisements, promotional or marketing materials, or (b) make any other third-party disclosures regarding ABL Tech or Client’s use of the Services. Notwithstanding the foregoing, a business referral in the ordinary course shall not be deemed to violate this Section 21.

22. Relationship of the Parties. Neither Party shall, at any time, represent that it is the authorized agent or representative of the other Party. ABL Tech provides the Services solely as an independent contractor of Client.

23. Notices. All demands, notices, reports, and/or communications under these Terms and Conditions shall be in writing and shall be deemed to have been duly given if delivered in person, or duly sent by overnight mail, postage prepaid, to such Party at the address set forth below, or such other address as shall be designated by such person in a written notice to the other Party to these Terms and Conditions, or if to Client, (a) electronically to the electronic mail address (i) included in the Client Credentialing or (ii) of active users of ABL Tech’s systems, (b) by secure website designated by such Party, or (c) at the address specified on the applicable Mortality Verification Service Agreement.

If to ABL Tech:
ABL Technologies, LLC
2101 Park Center Drive, Orlando, FL 32835
Attn: Jay Jackson, CEO
Email: jay@abacuslife.com
With a copy to: legal@abacuslife.com

24. Updates to Terms and Conditions. By receipt of the Services, Client agrees to, and shall comply with, changes to the Flow Down Obligations or Principles, changes in pricing, and changes to other provisions of these Terms and Conditions as ABL Tech shall make from time to time (“Updates”) with notice to Client via e-mail, by posting on ABL Tech websites, through the Services, online “click wrap” amendments, facsimile, mail, invoice announcements, or other written notification. ABL Tech may, at any time, impose restrictions and/or prohibitions on the Client’s use of the Services or certain data (“Restrictions”). Client understands that such Updates or Restrictions in access may be the result of a modification in ABL Tech policy, a modification of third-party agreements, a modification in industry standards, a Security Event or a change in law or regulation, or the interpretation thereof. Upon notification by ABL Tech of any Update or Restriction (with notice as set forth in the first sentence of this Section 24), Client agrees to comply with such Update or Restriction; provided, that Client may terminate these Terms and Conditions within thirty (30) days of receiving notice of a material Update or Restriction from ABL Tech.

25. Force Majeure. The Parties will not incur any liability to each other or to any other party on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms and Conditions (except for payment obligations) to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control, and without the negligence of, the Parties. Such events, occurrences, or causes include, without limitation, acts of God, telecommunications outages, Internet outages, power outages, any irregularity in the announcing or posting of updated data files by the applicable agency, strikes, lockouts, riots, acts of war, floods, earthquakes, fires, pandemics, and explosions.

26. Entire Terms and Conditions. Except as otherwise provided herein, these Terms and Conditions constitute the final written agreement and understanding of the Parties and is intended as a complete and exclusive statement of the terms of the agreement, which shall supersede all other representations, agreements, and understandings, whether oral or written, which relate to the use of the Services and all matters within the scope of these Terms and Conditions. Without limiting the foregoing, the provisions related to confidentiality and exchange of information contained in these Terms and Conditions shall, with respect to the Services and all matters within the scope of these Terms and Conditions supersede any separate non-disclosure or confidentiality agreement that is or may in the future be entered into by the Parties hereto. Any new, other, or different terms supplied by the Client beyond the terms contained herein, including those contained in purchase orders or confirmations issued by the Client, are specifically and expressly rejected by ABL Tech unless ABL Tech agrees to them in a signed writing specifically including those new, other, or different terms. The terms contained herein shall supersede and govern in the event of a conflict between these terms and any new, other, or different terms in any other writing. These Terms and Conditions can be executed in counterparts and faxed signatures, electronic signatures, or click agreements will be deemed originals.
27. Governing Law; Forum. THESE TERMS AND CONDITIONS SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF FLORIDA, WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THESE TERMS AND CONDITIONS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS WILL BE ADJUDICATED EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN ORANGE COUNTY, FLORIDA.

28. Miscellaneous. If any provision of these Terms and Conditions or any exhibit shall be held by a court of competent jurisdiction to be contrary to law, invalid or otherwise unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and in any event the remaining provisions of these Terms and Conditions shall remain in full force and effect. The headings in these Terms and Conditions are inserted for reference and convenience only and shall not enter into the interpretation hereof.

29. No Third-Party Beneficiaries. These Terms and Conditions will inure to the benefit of and be binding upon the Parties to these Terms and Conditions, and their respective successors and permitted assigns, and no other person or entity (including any other person or entity with a direct or indirect interest in any pension, annuity, insurance policy, benefit plan, or other similar plans or policies) will have any right, remedy or obligation under these Terms and Conditions. The Parties agree that participants, pensioners, beneficiaries, policy owners, insureds, annuitants, legal representatives, benefits administrators, and any other similar persons or entities are not third-party beneficiaries to these Terms and Conditions, and that neither Party will claim such to be a third-party beneficiary.

30. Non-Fiduciary Status. Client agrees that ABL Tech is performing only ministerial services at the direction of Client on behalf of Client and plan sponsors that Client is servicing as a TPA (“Plan Sponsors”) under these Terms and Conditions or Mortality Verification Service Agreement. Client represents that the ministerial services to be rendered by ABL Tech under these Terms and Conditions or Mortality Verification Service Agreement are consistent with the procedures and terms of the plans for which Client has engaged ABL Tech to perform Services. Accordingly, Client, on behalf of itself and the Plan Sponsors, further agrees that ABL Tech is not intended to be a fiduciary, nor is it intended that ABL Tech have the requisite authority or control, to perform any services or functions which could cause ABL Tech to become a fiduciary, as defined in either (a) the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) of any retirement plan or (b) any other applicable law. Furthermore, Client, on behalf of itself and the Plan Sponsors, agrees that ABL Tech shall not be obligated to perform any services or to take any actions which, in ABL Tech’s reasonable judgment, would cause ABL Tech to be treated as a fiduciary under ERISA or any other applicable law, nor shall Client request that ABL Tech perform such actions.

Last updated: 1/1/2024