API terms and conditions

This API License Agreement (“Agreement”) is made and entered into as of the date You hit “I accept” (“Effective Date”), by and between MARKEL SERVICE INCORPORATED (“MSI”), a Virginia corporation, and YOU (“You” or “Your”). If You are using the Application Programming Interface (“API”) on behalf of an entity, You represent and warrant that You have authority to bind that entity to the obligations of this Agreement and by accepting this Agreement You are doing so on behalf of that entity (and all references to “You” or “Your” in this Agreement also refer to that entity). If Your original registration submission should change, You agree to provide MSI accurate and updated registration information.

WHEREAS, MSI serves as the underwriting manager and service provider for certain Markel Group, affiliated insurance companies.

WHEREAS, MSI makes certain API’s available through its Developer Portal. WHEREAS, MSI wishes to provide access to and use of their API’s through this Agreement for the distribution of MSI’s affiliates’ products.

WHEREAS, Your access and use of the API is subject to the terms and conditions in this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the premises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1. License Grant.

Subject to Your compliance with the terms and conditions of this Agreement in all material respects and Your agreement to use the API only for its intended purpose, MSI hereby grants a limited, revocable, non-exclusive, non-transferable, non-sub-licensable license during the term of this Agreement to the API’s made available to You.

The foregoing license grant is subject to Your agreement to:

A. Maintain, for the duration of the term, all third-party authorizations, permissions, and/or licenses necessary to facilitate the establishment and ongoing use of the API;

B. Secure any and all insured application data while at rest in Your networks or systems and while in transit to and from MSI’s information technology environment, with the express understanding that MSI shall be under no obligation to accept, process, or undertake any action with respect to non-conforming insurance data transmitted via the API;

C. Ensure that Your officers, directors, employees, or any other individual utilizing the API pursuant to this Agreement, comply with this Agreement and any conditions of use accepted through the Markel Developer Portal or during the development of the API including any API specific documentation or policies provided to You;

D. Keep confidential any user IDs, passwords, and/or access keys/codes (“Credentials”) provided to You. You will make reasonable efforts to prevent or discourage others from utilizing Your Credentials, except as permitted by MSI in writing. You are and will be fully responsible for Your use of Your Credentials and any loss, theft, or unauthorized disclosure or use of Your or under Your Credentials. You will immediately notify MSI in the event of any loss, theft, or unauthorized disclosure or use of Your Credentials, or if You have reason to believe that Your access to the API is no longer secure for any reason.

The products are developed and distributed by MSI and are designed to be offered to licensed insurance producers. In this respect, You shall: (i) maintain ongoing compliance with and adhere to the relevant technical and process specifications reasonably provided by MSI and as may be amended by MSI, in its sole discretion (collectively: “MSI API Specifications”) and You have thirty (30) days to implement changes to the MSI API Specifications; and (ii) make any personnel, technical and physical resources available that are reasonably necessary to complete any integration necessary to support the API. MSI shall be under no obligation to accept, process, or undertake any action with respect to non-conforming insurance data transmitted via the API by You. You agree that MSI does not offer integration development support of the API.

2. License Restrictions.

You agree that Your license grant is subject to the following prohibitions. You shall not:

A. Disable, deactivate, or bypass, or attempt to do any of the foregoing, any security protocols, systems, passwords, access controls, technologies, or methodologies associated with any MSI computer network or the APIs or introduce any viruses, worms, defects, or malware into the API;

B. Upload, transmit, or publish any illegal, harassing, threatening, abusive, defamatory, libelous, deceptive, unfair, obscene, or offensive data or content to the APIs or any MSI computer network;

C. Transmit, communicate, distribute, or perform any action that may introduce any virus, malware, malicious or destructive code, software, files, systems, denial of service attack, or any other items of a destructive nature;

D. Send or transmit any unsolicited, illegal, or unpermitted communications, marketing, advertising, spam, or otherwise;

E. Use the APIs or MSI’s computer networks for any purpose or in any manner not permitted by applicable law;

F. Reverse engineer or attempt to extract the source from any API or any related software, system, or network except to the extent that this restriction is expressly prohibited by applicable law;

G. Provide any permitted access codes, passwords, security tokens, credentials or information to any third party;

H. Interfere with or disrupt the operation of the APIs or any other party’s use of the APIs or the servers or networks providing the APIs; or

I. Otherwise use the APIs for any purpose or in any manner not expressly permitted by the API Policies, this Agreement, or by MSI in writing.

J. Remove, obscure, or alter any MSI terms of access or any links to or notices of those Terms.

K. Re-use, distribute, disseminate any information regarding class codes, underwriting guidelines or business rules that are available in the Developer Portal, or any information regarding the capabilities, etc. of the Developer Portal.

3. Other License Terms and Conditions.

A. Term.

The term of this Agreement will continue until MSI terminates this Agreement for any or no reason at any time. You may stop using the API at any time. MSI reserves the right to suspend Your access to and use of the API for any reason.

B. Intellectual Property.

As between MSI and You, all Intellectual Property Rights and similar rights in or related to MSI’s API and products, are and will remain the exclusive property of MSI and/or its affiliates. You agree that MSI is the owner of all data or records that are input or transmitted by or on behalf of MSI, its affiliates, agents, or insureds. All rights not expressly set forth herein are hereby reserved. To the extent the API embeds any open source software, You agree to comply with the applicable open source license. If You provide feedback, MSI owns that feedback and may use it without obligation to You. “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

C. Your Data.

You represent and warrant to MSI that (a) You have all right, title, and interest to provide Your content to MSI, (b) the provision of Your content to MSI does not and will not violate, infringe upon, or misappropriate a third party’s intellectual property or proprietary rights or breach any contract with a third party or otherwise violate applicable law, (c) You have taken reasonable and industry standard steps to secure Your content; and (d) Your content will not contain any disabling device or any malware or other software routine, scripts, or code that could cause (i) unauthorized access to equipment, systems or data, (ii) unauthorized disclosure of data, (iii) unauthorized deletion of data, or (iv) disabling or otherwise harming the API Portal. Unless otherwise specified in separate agreement between MSI and You or as may be set forth in the API documentation, (1) MSI retains all ownership of all data stored in, uploaded to, or processed by the API’s made available hereunder and all data You submit or transmit to MSI through Your use of the API shall be deemed owned by MSI.

D. Your Privacy.

MSI takes privacy very seriously. Please see our Privacy Policy https://www.markel.com/privacy-policy that explains how we collect, use and share Your information. In order to use the API, You may be required to provide certain information (e.g., identification or contact details) as part of the registration process for the APIs, or as part of continued use of the APIs. You agree to provide MSI with accurate and up-to-date information and are responsible for informing MSI if any information has changed. You may not use any information obtained from the API for spamming or solicitation or any other use not specifically permitted by these Agreement or the documentation related to the applicable API.

E. Confidentiality.

“Confidential Information” means information provided by a party that such party identifies in good faith as confidential or proprietary or that, under the circumstances, should reasonably be understood to be confidential or proprietary. The receiving party may only use Confidential Information as necessary to exercise its rights and discharge its obligations under this Agreement and shall not disclose Confidential Information to any third party; provided, that the receiving party may disclose Confidential Information to third parties needing access to such Confidential Information in order for the receiving party to exercise its rights or perform its duties under this Agreement and which are bound by confidentiality obligations at least as restrictive as those in this Agreement. The receiving party shall protect Confidential Information using the same degree of care it uses to protect the confidentiality of its own Confidential Information of like nature, but no less than a reasonable care. The foregoing obligations of confidentiality do not apply to any information that: (a) was publicly known at the time of the disclosing party disclosed such Confidential Information to the receiving party; (b) becomes part of the public domain or publicly known not due to any unauthorized act or omission by the receiving party; (c) is independently developed or acquired by the receiving party without reference to such Confidential Information; (d) is provided to the receiving party on a non-confidential basis by a third party who is under no obligation to the disclosing party to keep the information confidential; or (e) is required to be disclosed by law, provided that the receiving party shall take reasonable actions to minimize such disclosure and promptly notify the disclosing party, to the extent permitted by law, so that the disclosing party may take lawful actions to avoid or minimize such disclosure.

F. Return of Confidential Information.

Upon expiration or earlier termination of this Agreement each party shall promptly return to the other party any Confidential Information within its possession or control, that is readily able to be returned, and all copies, partial copies, revisions or modifications in whatever medium, except for archival copies that are not readily available for use and business records required by law, regulation or similar process, in which event, such archival copies shall remain subject to the confidentiality provisions of this Agreement.

G. Notice of Security Breaches.

You shall notify MSI of any actual or suspected security breach that does or may impact MSI’s Confidential Information. Written notice shall be given to MSI in writing by emailing MSI with a read receipt at DLMKLITSecurity@markel.com and with a copy by e-mail to Your primary business contact within MSI and by telephone at 804-527-7983. Notification must be given within 24 hours of an Information Security Incident. Such notice shall summarize in reasonable detail the effect on MSI, if known, of the Information Security Incident and the corrective action taken or to be taken by You. You shall promptly take all necessary and commercially advisable corrective actions, and shall cooperate fully with MSI in all reasonable and lawful efforts to prevent, mitigate or rectify such Information Security Incident. You shall (i) investigate such Information Security Incident and perform a root cause analysis thereon; (ii) remediate the effects of such Information Security Incident; and (iii) provide MSI with such assurances as MSI shall request that such Information Security Incident is not likely to recur. The content of any filings, communications, notices, press releases or reports related to specifically to any Information Security Incident must be approved by MSI prior to any publication or communication thereof, not to be unreasonably withheld. “Information Security Incident” shall be defined as any actual or reasonably suspected (1) unauthorized access to or acquisition, use, disclosure, modification or destruction of any Customer Content or (2) interference with a process, a function or data on a MSI or third-party information system that adversely impacts MSI’s business operations.

H. Compliance with Laws.

You agree to comply with all applicable laws including without limitation US export control laws. Unless otherwise specified in writing by MSI, MSI does not intend use of the APIs to create obligations under the Health Insurance Portability and Accountability Act, as amended (“HIPAA”), and makes no representations that the APIs satisfy HIPAA requirements. If You are (or become) a “covered entity” or “business associate” as defined in HIPAA, You will not use the APIs for any purpose or in any manner involving transmitting protected health information to MSI unless You have received prior written consent to such use by MSI.

I. Indemnity.

You agree to defend, indemnify, and hold harmless MSI and its subsidiaries and affiliates, and its and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to reasonable attorney’s fees) arising out of or related to: (i) Your access to and use of the API; (ii) Your failure to comply with the Terms of this Agreement, (iii) Your alleged infringement or misappropriation of any third-party intellectual property rights; or (iv) Your violation of any applicable law, rule, or regulation of the United States or any other country.

J. Disclaimer of Warranties and Limitation of Liability.

i. The API and all products and services provided thereunder are provided to You “AS-IS” and “AS AVAILABLE” and subject to the terms of this Agreement. You accept all risk of loss associated with Your use of the API or Your failure to comply with this Agreement.

ii. ALL INFORMATION, SOFTWARE, DATA, AND OTHER MATERIALS PRESENT ON THE API, INCLUDING, WITHOUT LIMITATION, PRODUCTS ARE PROVIDED "AS IS," WITHOUT ANY WARRANTIES ABOUT THE CONTENT'S NATURE OR ACCURACY (EITHER WHEN POSTED OR AS A RESULT OF THE PASSAGE OF TIME) AND WITHOUT ANY REPRESENTATIONS OR GUARANTEES, AND MSI HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE API INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR OTHERWISE

iii. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MSI OR ITS SUBSIDIARIES OR AFFILIATES, OR ITS OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR (A) ANY DIRECT DAMAGES IN EXCESS OF $100.00 USD IN THE AGGREGATE OR (B) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES). THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, TRANSMISSION OF VIRUSES THAT INFECTS A USER'S EQUIPMENT, MECHANIC OR ELECTRONIC EQUIPMENT FAILURE, FAILURE OF COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECTS, UNAUTHORIZED ACCESS, THEFT, OPERATIONAL ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE.

K. Hyperlinks, Third Party Sites.

From time to time, MSI may authorize linked Web Sites or third-party APIs to or from the API (“Third Party Sites”). These Third Party Sites are controlled and operated by third parties and not by MSI. MSI makes no representations and disclaims all liability as to the content or material available at those locations, the accuracy of information, and the quality of products or services provided or advertised on the Third Party Sites. The fact that MSI authorizes these Third Party Sites is not an endorsement, authorization, express or implied sponsorship, or affiliation with respect to Third Party Sites, its owners, sponsors, or providers. L. Updates. You agree that MSI may update the terms of this Agreement from time to time. Any update to this Agreement will be made available via a link displayed on the Developer Portal login screen or via an email sent to the email address You provided to MSI. Your continued use of the MSI API after any updates constitutes Your acceptance of the updated Agreement as of the “posted date” of the new Agreement.

M. API Monitoring.

You agree that MSI may monitor the use of its APIs to ensure quality, improve MSI products and services, and verify Your compliance with this Agreement. You will not interfere with this monitoring. MSI may use any technical means to overcome such interference.

N. Miscellaneous.

i. Trademarks. You and MSI mutually agree to seek prior written consent for any use of the other’s or its affiliates’ Intellectual Property Rights, except as expressly authorized herein. You and MSI shall use the other’s Intellectual Property Rights only in accordance with each party’s written or published standards, rules and requirements. Neither You or MSI shall or use or register any derivatives of the others’ Intellectual Property Rights. You and MSI will not acquire any rights or interests in the other’s Intellectual Property Rights, and You and MSI may withdraw its permission to use it at any time.

ii. Governing Law. This Agreement and any dispute or claim arising out of or relating in any way to this Agreement including the validity, applicability or interpretation of this Agreement, will be governed by and construed, adjudicated and enforced in accordance with the laws of the Commonwealth of Virginia, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The parties agree that all actions and proceedings arising out of or related to this Agreement shall be brought only in the Circuit Court of Henrico County, Virginia or the United States District Court for the Eastern District of Virginia, and the parties hereby consent to such venue and to the jurisdiction of such courts over the subject matter of such proceeding and themselves.

iii. No Third Party Beneficiaries. This Agreement is made for the sole benefit of You and MSI, and the Markel Group affiliated insurance companies. There are no intended third party beneficiaries to this Agreement and no third party may rely upon this Agreement, including, without limitation, any insured or reinsurer without the express written consent of both You and MSI.

iv. Counterparts. This Agreement may be executed simultaneously in several counterparts, each of which shall constitute one and the same instrument.

v. Full Authority. Each person signing this Agreement on behalf of a party represents and warrants that he has the full right, power, legal capacity and authority to sign this Agreement on behalf of that party. vi. Severability. Any provision of this Agreement should be declared invalid by a court of general jurisdiction and supersedes by specific law or regulation, such law or regulation shall control to the extent of such conflict without affecting the remaining provisions of this Agreement. However, if either party believes that the voiding of any provision hereof materially affects the whole Agreement or the relationship under this Agreement, that party by notice may terminate this Agreement by giving thirty (30) days’ notice to the other.