Memorandum of Insurance

TERMS & CONDITIONS OF ACCESS

YOU MUST READ AND ACCEPT THESE TERMS AND CONDITIONS OF ACCESS ("TERMS") BEFORE ACCESSING THE MEMORANDUM OF INSURANCE ("MOI") POSTED ON THIS SITE ("Site"). To be granted the right and license to access and use the Site, you and your organization (collectively, "you" or "your") agree to these Terms. All use of this Site is subject to these Terms, including but not limited to the Limitation of Liability set out below. Arthur J. Gallagher & Co., along with all of its subsidiaries and affiliates (collectively "Gallagher," "Our," "We" or "Us") may modify these Terms. It is recommended that you review the Terms each time you access this Site. Only by selecting "I Accept" at the bottom of this message, can you acknowledge that you have read, understand and accept these Terms, and that you agree to be legally bound by these Terms. Please read these Terms carefully as they contain important information regarding your legal rights, remedies and obligations, including but not limited to, certain limitations and exclusions. If you are accessing these Terms on behalf of another individual or entity, you represent that you have the authority to bind such individual or entity to these Terms, in which case the terms "you" and "your" shall refer to such other individual or entity as well. If you select "Decline" at the bottom of this message, you will not be granted permission to access this Site.

By selecting "I Accept" below, the following Terms apply:

1. These Terms provide to you a revocable, limited, non-exclusive, non-transferable, and non-sublicensable license to use this Site, conditioned on your continued compliance with the Terms.
2. You will be solely responsible for: (i) all activities, damages and losses that occur in relation to your use of this Site or the MOI obtained from this Site; and (ii) complying with all applicable local, state, and federal laws in using the Site or the MOI. We retain the right to suspend or revoke access to the Site without liability to you at any time without notice.
3. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense or commercially exploit any data provided through the Site in any manner not expressly permitted by these Terms. You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in or otherwise use the Site in any manner not expressly permitted by these Terms. You may not (i) use any "deep link," "page scrape," "robot," "spider," or other automatic device, program, script, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or in any way reproduce or circumvent the Site to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Site, (ii) attempt to gain unauthorized access to any portion or feature of the Site, including, without limitation, other user(s), or any other systems or networks connected to the Site or to any Gallagher systems, by hacking, password "mining" or any other illegitimate or prohibited means, (iii) probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site, (iv) reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Gallagher's systems or networks or any systems or networks connected to the Site, (vi) use any device, software or routine to interfere with the proper working of the Site or any transaction conducted on the Site or with any other person's use of the Site, (vii) use the Site to harvest or collect e-mail addresses or other contact information; (viii) market, co-brand, private label, separately distribute, resell or otherwise permit third parties to access and use the Site (or any part thereof) without Our express, separate, and prior written permission, (ix) use the Site in violation of any applicable foreign, federal, state or local law, regulation or rules, (x) hack or attempt to hack the Site, inject any form of computer viral material or any other detrimental substance into the Site or perform any unauthorized activities against or in the Site; (xi) modify or distribute any modified MOIs provided via this Site; or (xi) use the Site in an unlawful manner or in a manner that could damage, disparage or otherwise negatively impact Gallagher.
4. The MOI provided via this Site is provided for general information purposes only and does not constitute legal, tax or other professional advice or Gallagher's representation as to the adequacy or sufficiency of any of the listed coverages. The MOI provides basic information concerning the insured's insurance program. The information includes policy numbers, limits and insurance companies. The MOI does not include a signature or the name of a certificate holder, and the MOI does not have standard cancellation wording.
5. The MOI provided via this Site may indicate that the policies of insurance provide Additional Insured status to certain entities with which the insured does business. It is your responsibility to review the Description of Operations and Additional Information sections of the MOI, as well as any policy provisions and/or endorsements provided in the MOI or via a link embedded in the MOI, for information regarding Additional Insured provisions in the policies.
6. The financial ratings of the carriers listed on the MOI are available through A.M. Best Company at www.ambest.com. The ratings are provided for your information, but we do not guarantee the financial ratings of any carriers.
7. You agree that you will only use the Site and the information or the MOI provided through this Site in the course of your normal internal business activities and not for private, personal reasons and/or not for the benefit of any third party. You may download material from the Site and/or make copies for use within your organization, provided that all copies retain all copyright and other proprietary notices, you do not modify the information or material in any way and, except for the MOIs provided through the Site, you do not distribute any copies outside your organization.
8. No part of the information provided through this Site may be reproduced or stored on any public electronic retrieval system or services without express permission by these Terms or by obtaining Our prior written consent. You may not link directly to the Site or MOI or bring up or present the Site or MOI or other content associated with this Site within another website or software except with Our express prior written consent.
9. You agree that you will not use the information provided through this Site for illegal purposes or in any manner inconsistent with these Terms.
10. We may collect information about your access to the Site. You understand, acknowledge and agree that the operation of the Site may require the submission, use and dissemination of various personal identifying information. Accordingly, if you wish to access and use the Site, you acknowledge and agree that your use of the Site will constitute acceptance of Gallagher's personal identifying information collection and use practices. Please see Gallagher's Privacy Policy at www.ajg.com/us/privacy-policy for a summary of personal identifying information collection and use practices.
11. We reserve the right, at any time, to modify or discontinue, temporarily or permanently, this Site or any links associated with the Site without any notice and/or to remove any of the information provided therein. We will not be liable to you for any interruption of your access to the Site or any information provided via this Site.
12. You agree to indemnify, defend and hold harmless Gallagher and Our employees, representatives and agents, against any claim, suit, action or other proceeding, to the extent based on or arising in connection with your use of the Site including, but not limited to: (i) a violation of these Terms by you or anyone using your computer or device; and (ii) any deletions, additions, insertions or alterations to, or any unauthorized use of, any MOIs or the Site or by you or someone using your computer or device. You agree to pay any and all costs, damages and expenses (including reasonable attorneys' fees) and costs awarded against or incurred by or in connection with or arising from any such claim, suit, action or proceeding.
13. LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY LOSS PROFITS, LOSS REVENUE, LOSS DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE DELAY OR INABILITY TO USE THE SITE OR FOR ANY INFORMATION AND MATERIALS AVAILABLE THROUGH THE SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF GALLAGHER AND OUR PREDECESSORS, SUCCESSORS AND ASSIGNS, HOLDING COMPANIES AND PARENT COMPANIES, AND ANY AND ALL SUBSIDIARIES AND AFFILIATES, PREVIOUSLY EXISTING OR NOW EXISTING, AND ALL OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM SAID COMPANIES, AND EACH AND ALL OF THEM, IN RESPECT OF ANY LOSS OR DAMAGE (WHETHER ARISING IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) WHICH YOU OR ANY OTHER PERSON MAY SUFFER OR INCUR ARISING OUT OF, IN CONNECTION WITH, OR RELATING IN ANY WAY TO THE USE OF OR ACCESS TO THE SITE, THE MOI OR ANY INFORMATION PROVIDED VIA THIS SITE SHALL BE LIMITED TO ONE THOUSAND DOLLARS (US).
14. YOU AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THE INFORMATION PROVIDED VIA THIS SITE INCLUDING, BUT NOT LIMITED TO, THE MOI, ARE PROVIDED FOR INFORMATION PURPOSES ONLY AND THAT WE MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE OR ANY OTHER LAWS OR REGULATIONS. THE SITE, THE MOI AND ANY INFORMATION PROVIDED OR RESULTS OBTAINED VIA THE SITE ARE ALL PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND WITH NO WARRANTY OF ANY KIND. WE DO NOT WARRANT THAT THE SITE, OR ANY PORTION THEREOF, ARE ERROR OR BUG FREE, COMPATIBLE OR OTHERWISE ABLE TO BE INTEGRATED WITH OR USED WITH ANY THIRD-PARTY APPLICATIONS, OR USE OF SITE, OR ANY PORTION THEREOF, WILL BE UNINTERRUPTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
15. The Site, and any information provided through this Site, including but not limited to text, graphics, images, software, copyrights, trademarks, service marks, logos and brand names ("Content"), is protected under both United States and foreign laws and Gallagher or Our affiliated entities (or their licensors, as applicable) retain all right, title and interest in and to the Content, all copies thereof, and all copyrights and other proprietary rights therein. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Site, the MOI or our website.
16. You acquire no rights or licenses in or to this Site, or any links associated with this Site, or the Content other than the limited right to utilize the information provided in the Site in accordance with the Terms.
17. We do not represent or warrant that the information provided via this Site is appropriate or available for use outside of the United States. Access to this Site from countries other than the United States is at your sole risk. If you choose to access the Site from outside the United States, you are responsible for compliance with foreign and local laws.
18. These Terms and your use of the Site and any materials or information obtained through this Site are expressly made subject to any laws, regulations, orders or other restrictions which may be imposed by the Government of the United States of America on the transaction of business activities with certain countries or nationals or residents of certain countries. The Site and the information provided therein are not available to any Restricted Entity, which is defined to mean any individual or organization owned or controlled by, or acting as an agent for, any person or entity with whom a U.S. citizen, national or company organized under the laws of or operating in the U.S. is prohibited from engaging in transactions by U.S. laws, including without limitation, a person on the Specially Designated Nationals List published by the U.S. Department of the Treasury's Office of Foreign Assets Control. You represent and warrant that neither you nor your organization is a Restricted Entity nor are you or your organization using the Site or the information provided therein on behalf of or for the benefit of a Restricted Entity.
19. Should any provision of these Terms be declared invalid or unenforceable by a court of competent jurisdiction, such decision will not affect the validity or enforceability of any of the other provisions of these Terms, which other provisions will remain in full force and effect, and the application of such invalid or unenforceable provisions to persons or circumstances other than those as to which it is held invalid or unenforceable will be valid and be enforced to the fullest extent permitted by law.
20. You represent and warrant that you are duly authorized to accept the Terms and legally bind your organization to these Terms.
21. Except as otherwise set forth in an agreement expressly entered into between you and Gallagher, the Terms constitute the entire agreement between you and Gallagher with respect to the use by you of the Site, the MOI and the Content.
22. These Terms and any claims relating to the content shall be governed by and construed in accordance with the laws of the State of Illinois, excluding its conflict of law rules. ANY SUIT, ACTION OR PROCEEDING CONCERNING OR RELATING TO THE SITE, ITS USE, THESE TERMS, ANY SALE OR ANY OTHER PRODUCT, SERVICE, POLICY OR PROCEDURE OF GALLAGHER, MUST BE BROUGHT EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION IN THE STATE OF ILLINOIS, AND YOU HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURT (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH YOU MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT OR IMPROPER FORUM.
23. These Terms and your right to access the Site will take effect at the moment you click "I Accept", and is effective until terminated as set forth below. Your right and access to the Site will terminate at the termination of these Terms. In addition, we reserve the right at any time and on reasonable grounds, without notice, to deny your access to the Site or to any portion thereof or to terminate these Terms in order to protect our name and goodwill, our business and/or other users, or if you fail to comply with these Terms. Denial of access will be effective without notice. Sections 2-9, 12-18, and 23 will survive termination.