Legal

Terms of Service

Last updated: August 29, 2026

PRODUCER LOGIC TERMS OF SERVICE

These Terms of Service (the "Agreement") form a legal agreement by and between you, either as an individual, company, insurance agency, brokerage, or other legal entity that has purchased or otherwise obtained a subscription to the Producer Logic Platform (collectively, "you" or the "Customer"), and Producer Logic, LLC, a Louisiana limited liability company ("Producer Logic") with offices at 407 Saint Tammany St. Madisonville, LA.

Producer Logic and Customer may each be referred to individually as a "Party" and collectively as the "Parties."

BY PURCHASING A SUBSCRIPTION, CREATING AN ACCOUNT, ACCESSING, CONNECTING TO, OR OTHERWISE USING THE PRODUCER LOGIC PLATFORM, CUSTOMER EXPRESSLY AND EXPLICITLY REPRESENTS THAT CUSTOMER POSSESSES THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT (AND THE INDIVIDUAL PURCHASING THE SUBSCRIPTION REPRESENTS THAT HE/SHE IS DULY AUTHORIZED AND HAS THE RIGHT, POWER AND AUTHORITY TO ACCEPT OR ENTER INTO THIS AGREEMENT ON THEIR AND THEIR ORGANIZATION'S BEHALF) AND TO FORM A BINDING AGREEMENT UNDER ANY APPLICABLE LAW ON THEIR AND THEIR ORGANIZATION'S BEHALF, AND HEREBY ACCEPTS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE UNWILLING TO BE BOUND BY IT, YOU MAY NOT ACCESS, OPERATE OR OTHERWISE USE THE PRODUCER LOGIC.IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER MAY NOT ACCESS OR USE THE PRODUCER LOGIC PLATFORM.

IMPORTANT SUBSCRIPTION NOTICE

When purchasing a Subscription to the Producer Logic Platform, Customer acknowledges and agrees that:

Subscriptions may be monthly, annual, or another term specified on the applicable Listing Page or Order Form.
Subscription plans may be based upon individual users, Authorized Users, producer seats, agency size, usage levels, feature access, or other criteria established by Producer Logic.
All Subscription Fees, whether Monthly or Annual, are non-cancelable and non-refundable, except to the extent otherwise expressly required by applicable law.
Customer is responsible for Subscription Fees during the applicable Subscription Term regardless of actual usage.
Subscriptions may automatically renew as disclosed at the time of purchase.
Certain features may be subject to Usage Limits, fair-use limitations, AI usage thresholds, data limits, or additional Fees.
Producer Logic may change future Subscription pricing upon reasonable prior notice, provided such changes will not retroactively alter amounts already paid for a current Subscription Term.

1. DEFINITIONS

1.1. Affiliate

"Affiliate" means any entity that Controls, is Controlled by, or is under common Control with a Party, where "Control" means direct or indirect ownership of fifty percent (50%) or more of the voting or ownership interest of such entity.

1.2. Authorized User

"Authorized User" means an individual employee, insurance producer, insurance agent, broker, contractor, manager, administrator, or authorized representative of Customer whom Customer permits to access or use the Producer Logic Platform.

1.3. Customer Data

"Customer Data" means any information, data, prompts, questions, account information, prospect information, insured information, business information, descriptions of operations, financial information, revenue information, payroll information, employee information, exposure information, insurance information, loss information, policy information, documents, files, or other materials submitted, uploaded, entered, transmitted, or otherwise provided by Customer or an Authorized User through the Producer Logic Platform.

Customer Data does not include Producer Logic proprietary databases, carrier appetite data, proprietary insurance logic, Analytics Information, or other information independently developed or obtained by Producer Logic.

1.4. Confidential Information

"Confidential Information" means any non-public and/or proprietary information of each Party, in any form or media, whether written or oral, whether identified at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive.

Producer Logic Confidential Information includes, without limitation:

source code;
object code;
algorithms;
prompts;
system prompts;
prompt engineering;
artificial intelligence workflows;
coverage recommendation logic;
underwriting question libraries;
carrier appetite databases;
carrier scoring methodologies;
regional scoring methodologies;
state-modifier methodologies;
insurance industry classifications;
proprietary NAICS/SIC mappings;
claims libraries;
endorsement libraries;
cross-selling logic;
recommendation logic;
databases;
data structures;
formulas;
scoring systems;
models;
user interfaces;
designs;
Documentation;
business plans;
pricing strategies;
product roadmaps;
non-public carrier information;
software architecture; and
all related Intellectual Property Rights.

1.5. Documentation

"Documentation" means Producer Logic's manuals, user guides, product descriptions, help content, online instructions, training materials, specifications, and other materials made available regarding operation or use of the Producer Logic Platform.

Documentation constitutes Confidential Information and Intellectual Property of Producer Logic unless expressly stated otherwise.

1.6. External Services

"External Services" means any third-party application, platform, model, API, database, software service, hosting platform, payment service, analytics provider, artificial intelligence provider, or other technology used by or integrated with the Producer Logic Platform.

External Services may include artificial intelligence providers, payment processors, cloud hosting platforms, authentication providers, databases, analytics platforms, communications providers, and other third-party technology services.

1.7. Fees

"Fees" means Subscription Fees and any other fees, charges, implementation fees, usage fees, overage fees, professional-service fees, or other amounts payable to Producer Logic.

1.8. Intellectual Property Rights

"Intellectual Property Rights" means all worldwide rights associated with:

patents and patent applications;
copyrights;
trade secrets;
know-how;
confidential information;
trademarks;
service marks;
logos;
trade names;
business identifiers;
database rights;
software rights;
algorithms;
models;
designs;
moral rights where recognized;
proprietary rights; and
all analogous or related intellectual property rights.

1.9. Listing Page

"Listing Page" means Producer Logic's website, pricing page, checkout page, subscription page, Order Form, or other written documentation identifying the applicable Subscription, pricing, number of Authorized Users, included features, Usage Limits, or Subscription Term.

1.10. Output Data

"Output Data" means any information generated, displayed, returned, summarized, recommended, scored, ranked, analyzed, or otherwise made available through the Producer Logic Platform.

Output Data may include:

insurance coverage recommendations;
coverage checklists;
underwriting questions;
suggested endorsements;
common claims;
risk-management recommendations;
cross-selling opportunities;
carrier appetite information;
potential insurance markets;
carrier rankings;
market scores;
NAICS classifications;
SIC classifications;
industry classifications;
regional considerations;
state considerations;
producer talking points;
account summaries;
proposal information;
renewal recommendations;
AI-generated text;
risk observations; and
other informational or analytical outputs.

1.11. Producer Logic Parties

"Producer Logic Parties" means Producer Logic and its parent companies, subsidiaries, Affiliates, owners, members, managers, officers, directors, employees, agents, representatives, contractors, independent contractors, consultants, programmers, software developers, coders, designers, engineers, data providers, content providers, licensors, service providers, vendors, hosting providers, artificial intelligence providers, technology providers, successors, and assigns, together with each of their respective officers, directors, members, managers, employees, agents, and representatives, to the fullest extent permitted by applicable law.

1.12. Producer Logic Platform or Platform

"Producer Logic", "Producer Logic Platform" or "Platform" means Producer Logic's proprietary SaaS software and related online services designed to assist commercial insurance professionals with insurance-related research, preparation, education, risk analysis, coverage considerations, carrier appetite identification, underwriting preparation, and related producer activities.

The Platform may include:

software code;
artificial intelligence functionality;
algorithms;
proprietary databases;
industry classifications;
carrier appetite information;
coverage recommendations;
underwriting questions;
endorsement recommendations;
common-claim information;
cross-selling suggestions;
insurance-industry knowledge;
analytics;
reports;
dashboards;
APIs;
search tools;
scoring tools;
Documentation;
updates;
improvements;
modifications;
upgrades; and
related functionality.

External Services are not part of the Producer Logic Platform and remain subject to their respective third-party terms.

1.13. Subscription

"Subscription" means a paid or complimentary right to access and use the Producer Logic Platform under a subscription model offered by Producer Logic.

1.14. Subscription Term

"Subscription Term" means the applicable monthly, annual, trial, or other subscription period identified on the Listing Page or applicable Order Form.

1.15. Carrier Appetite, Market Recommendations, and Underwriting Information

"Carrier Appetite Information" means carrier appetite information, potential market recommendations, market suggestions, carrier rankings, market scores, underwriting insights, coverage appetite information, industry classifications, regional considerations, geographic information, risk-selection information, and related insurance-market information generated, displayed, provided, summarized, analyzed, or otherwise made available by Producer Logic.

Producer Logic provides Carrier Appetite Information solely as an informational and decision-support resource for insurance professionals.

Carrier recommendations generated or displayed by Producer Logic may be based upon information supplied by:

insurance carriers;
insurers;
MGAs;
MGUs;
wholesalers;
brokers;
program administrators;
publicly available sources;
underwriting materials;
websites;
industry databases;
third-party data;
historical appetite information;
geographic information;
regional factors;
state factors;
industry classifications;
NAICS codes;
SIC codes;
Customer Data;
account characteristics;
artificial intelligence-assisted analysis; and
other sources believed by Producer Logic to be relevant.

Neither Producer Logic nor any Producer Logic Party represents, warrants, guarantees, or makes any assurance, express or implied, that any insurance carrier, insurer, underwriter, MGA, MGU, wholesaler, broker, program administrator, risk-bearing entity, or other insurance market will quote, offer, issue, bind, renew, continue, or otherwise accept any particular risk or provide any particular insurance coverage, limits, terms, conditions, endorsements, pricing, or capacity.

The identification, ranking, scoring, display, or recommendation of any carrier or insurance market is a potential market indication only.

Such information does not constitute confirmation or verification of:

current appetite;
underwriting eligibility;
coverage availability;
pricing;
underwriting authority;
producer appointment;
agency appointment;
carrier capacity;
geographic availability;
regulatory approval;
policy issuance;
binding authority; or
an offer, commitment, binder, quote, or contract of insurance.

Carrier underwriting guidelines, geographic restrictions, capacity, appetite, risk-selection criteria, pricing, minimum premiums, underwriting authority, policy forms, product availability, moratoriums, catastrophe restrictions, aggregate restrictions, reinsurance considerations, and other underwriting criteria may change at any time and without notice.

Actual underwriting decisions are made solely by the applicable insurance carrier, insurer, underwriter, MGA, MGU, wholesaler, broker, program administrator, or other authorized insurance market.

Customer and each Authorized User are solely responsible for independently verifying current:

carrier appetite;
underwriting guidelines;
risk eligibility;
policy availability;
appointment status;
licensing requirements;
underwriting authority;
geographic availability;
pricing;
coverage;
exclusions;
terms;
conditions;
limits;
endorsements;
capacity;
regulatory requirements; and
other material information

before recommending a market to a client, submitting an application, requesting a quote, communicating insurance availability, presenting insurance terms, or attempting to bind insurance.

Producer Logic is a technology and decision-support platform.

Unless separately licensed and expressly engaged to do so, Producer Logic is not acting through the Platform as an insurance carrier, insurer, underwriter, MGA, MGU, wholesaler, insurance producer, insurance agent, insurance broker, program administrator, or other insurance market.

Producer Logic does not:

quote insurance;
bind insurance;
issue insurance;
establish insurance coverage;
determine insurance premiums;
make underwriting decisions;
guarantee market availability;
guarantee carrier eligibility;
guarantee placement;
guarantee renewal; or
guarantee coverage.

AI-generated and data-driven Carrier Appetite Information may contain errors, omissions, inaccuracies, outdated information, incomplete information, or interpretations differing from a carrier's then-current underwriting requirements.

Carrier and third-party data may be revised or discontinued without notice and may originate from sources Producer Logic does not own or control.

Customers and Authorized Users must exercise their own independent professional judgment and should consult applicable carriers, underwriters, wholesalers, MGAs, policy forms, underwriting guidelines, bulletins, appointment agreements, regulatory requirements, and other authoritative sources.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRODUCER LOGIC AND THE PRODUCER LOGIC PARTIES DISCLAIM LIABILITY ARISING FROM OR RELATING TO CUSTOMER'S OR ANY THIRD PARTY'S RELIANCE UPON CARRIER APPETITE INFORMATION, CARRIER RECOMMENDATIONS, MARKET RANKINGS, MARKET SCORES, ARTIFICIAL INTELLIGENCE OUTPUT, UNDERWRITING INFORMATION, THIRD-PARTY INFORMATION, COVERAGE INFORMATION, OR ANY OTHER INFORMATION PROVIDED THROUGH THE PLATFORM.

This disclaimer includes, without limitation, claims arising from:

failure to obtain a quote;
refusal to quote;
declination;
failure to obtain placement;
failure to bind;
cancellation;
non-renewal;
differences in premium;
differences in coverage;
uncovered claims;
coverage disputes;
missing endorsements;
inadequate limits;
exclusions;
inability to obtain requested capacity;
inaccurate carrier appetite;
outdated carrier information;
incorrect market ranking; or
any other insurance-placement or coverage outcome.

By using Producer Logic, Customer acknowledges that Carrier Appetite Information consists of potential market recommendations only and that Customer remains responsible for independently determining and verifying whether a suggested market is appropriate, eligible, currently available, and willing to consider the particular risk.

2. THE PRODUCER LOGIC PLATFORM

2.1. License

Subject to payment of applicable Fees, Producer Logic grants Customer a limited, personal, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Platform during the Subscription Term solely for Customer's internal business purposes.

Customer receives no ownership rights in the Platform or its source code, algorithms, databases, recommendation logic, artificial intelligence workflows, carrier appetite methodology, or Intellectual Property Rights.

2.2. Documentation

Producer Logic may provide Documentation for Customer's internal use in connection with the Platform.

2.3. Authorized Use

Access is limited to Authorized Users permitted under Customer's Subscription.

Customer is responsible for Authorized Users' compliance with this Agreement.

2.4. Platform Requirements

Customer is responsible for obtaining appropriate devices, internet access, browsers, operating systems, software, and other resources necessary to access the Platform.

2.5. Support and Professional Services

Producer Logic has no obligation to provide support, consulting, customization, implementation, training, maintenance, or professional services except as expressly stated in Customer's Subscription or separately agreed in writing.

2.6. Use Restrictions

Customer shall not, and shall not permit any Authorized User or third party to:

sublicense, resell, rent, lease, distribute, commercialize, or provide access to the Platform to unauthorized third parties;
use Customer's Subscription as a service bureau or shared commercial service;
exceed licensed user or seat limitations;
share login credentials between unauthorized users;
attempt unauthorized access to the Platform;
interfere with security or Platform performance;
scrape or systematically extract Producer Logic's carrier appetite database, coverage databases, underwriting questions, claims library, endorsements library, or other proprietary content;
use automated bots, crawlers, scraping tools, or extraction technologies without authorization;
use the Platform to develop, train, improve, benchmark, or support a competing commercial insurance software product;
reproduce Producer Logic's proprietary database for commercial redistribution;
use Output Data to create a competing database, carrier appetite engine, coverage recommendation engine, or artificial intelligence insurance platform;
reverse engineer, decompile, disassemble, or attempt to derive source code;
attempt to discover proprietary prompts, system instructions, ranking formulas, scoring methodologies, algorithms, or data structures;
modify or create derivative works of the Platform except as expressly authorized;
bypass security controls, Usage Limits, subscription restrictions, or technological protections;
upload malware, viruses, harmful code, or malicious content;
infringe any privacy, publicity, proprietary, contractual, or Intellectual Property Rights;
use the Platform unlawfully;
impersonate another person or entity;
provide knowingly false information;
use the Platform to misrepresent insurance availability, pricing, coverage, binding authority, or carrier appetite;
represent Producer Logic Output Data as direct carrier authorization or underwriting approval;
remove Producer Logic copyright, trademark, proprietary, or disclaimer notices;
use Producer Logic trademarks without authorization; or
use the Platform in any manner that could reasonably damage Producer Logic, its customers, its technology providers, insurance carriers, MGAs, wholesalers, or other third parties.

2.7. Third-Party Components

The Platform may contain or rely upon software, APIs, artificial intelligence models, databases, hosting infrastructure, and other components provided by third parties.

Such Third-Party Components may be governed by additional terms.

Producer Logic does not guarantee continued availability or performance of Third-Party Components.

2.8. Lawful Use

Customer shall use the Platform in compliance with all applicable federal, state, local, and other laws and regulations.

Insurance professionals remain responsible for compliance with all applicable insurance licensing, producer, privacy, advertising, solicitation, disclosure, fiduciary, data-protection, and professional requirements.

3. CUSTOMER ACCOUNTS

3.1. Authorized User Accounts

Customer may establish accounts for Authorized Users within the number permitted by Customer's Subscription.

Customer administrators may reassign accounts where permitted by Producer Logic.

3.2. Usage Limits

Producer Logic may establish reasonable Usage Limits, including limits relating to:

Authorized Users;
AI requests;
analyses;
document processing;
storage;
API requests;
computational resources;
data exports; or
other Platform functionality.

Producer Logic may implement fair-use policies to protect Platform security, availability, and commercial viability.

3.3. Account Security

Customer is responsible for protecting usernames, passwords, authentication credentials, and account access.

Customer must promptly notify Producer Logic of suspected unauthorized access.

Producer Logic is not responsible for loss resulting from Customer's failure to safeguard access credentials.

4. DATA

4.1. Customer Data

Customer is solely responsible for Customer Data submitted to the Platform.

Customer grants Producer Logic a non-exclusive, worldwide, royalty-free right to process Customer Data as necessary to:

provide the Platform;
generate requested Output Data;
provide support;
secure the Platform;
troubleshoot technical problems;
prevent fraud or abuse;
comply with legal requirements; and
perform obligations under this Agreement.

Customer retains ownership of Customer Data.

Customer represents and warrants that it has all rights, permissions, licenses, authorizations, and consents necessary to provide Customer Data.

4.2. Sensitive Information

Customer shall not submit information prohibited by Producer Logic's Documentation or privacy policies.

Customer is solely responsible for determining whether information submitted through the Platform is subject to HIPAA, GLBA, state privacy laws, cybersecurity regulations, or other privacy or data-protection requirements.

Unless expressly agreed otherwise in writing, Producer Logic does not represent that the Platform is designed to serve as a repository for specially regulated information.

4.3. Third-Party Services

Producer Logic may rely upon External Services to operate the Platform.

Producer Logic does not control such services and is not responsible for their acts, omissions, interruptions, model behavior, data practices, pricing changes, service discontinuation, or other actions.

4.4. Analytics Information

Producer Logic may create and use aggregated, anonymized, de-identified, statistical, diagnostic, and analytics information derived from Platform usage ("Analytics Information").

Producer Logic owns Analytics Information and may use it to:

improve the Platform;
improve models;
improve recommendations;
identify trends;
evaluate Platform performance;
improve security;
develop functionality; and
conduct business analytics,

provided such information does not identify Customer or an individual where prohibited by applicable law.

4.5. Exporting Data

Producer Logic may permit Customer to export certain information.

Customer is solely responsible for subsequent use, storage, dissemination, and security of exported information.

4.6. Output Data

Customer is solely responsible for reviewing and evaluating Output Data.

Customer acknowledges that Output Data may:

contain errors;
contain omissions;
be incomplete;
become outdated;
include AI-generated content;
reflect inaccurate Customer Data;
vary depending upon inputs;
differ from actual insurance underwriting decisions;
differ from current policy language;
differ from current carrier appetite; or
otherwise be unsuitable for Customer's particular circumstances.

OUTPUT DATA DOES NOT CONSTITUTE LEGAL, TAX, ACCOUNTING, ACTUARIAL, UNDERWRITING, CLAIMS, REGULATORY, OR OTHER PROFESSIONAL ADVICE AND DOES NOT SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF A LICENSED INSURANCE PROFESSIONAL.

Customer must independently determine appropriate actions.

5. PROPRIETARY RIGHTS

5.1. Intellectual Property

All right, title, and interest in the Producer Logic Platform are and shall remain exclusively owned by Producer Logic and its licensors.

This includes, without limitation:

source code;
software;
databases;
carrier appetite databases;
coverage libraries;
underwriting question libraries;
endorsement libraries;
common-claim libraries;
cross-selling logic;
algorithms;
scoring;
rankings;
regional modifiers;
state modifiers;
prompt structures;
artificial intelligence workflows;
system prompts;
user interfaces;
designs;
reports;
methodologies;
Documentation;
enhancements;
updates;
modifications; and
derivative works.

Customer receives only the limited rights expressly granted under this Agreement.

5.2. Trademarks

Producer Logic names, logos, trademarks, trade names, service marks, branding, and proprietary identifiers ("Producer Logic Marks") are owned by Producer Logic or its licensors.

Third-party carrier names, logos, trademarks, or service marks belong to their respective owners.

Display of a carrier's name does not imply sponsorship, endorsement, partnership, appointment, affiliation, underwriting approval, or other relationship with Producer Logic unless expressly stated.

5.3. Feedback

Customer and its Authorized Users may voluntarily provide suggestions, feedback, ideas, or feature requests.

Customer grants Producer Logic a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate such Feedback into Producer Logic's products and services without compensation or restriction.

6. CONSIDERATION

6.1. Fees

Subscription Fees are identified on the applicable Listing Page or Order Form.

Unless otherwise specified:

Fees are payable in U.S. dollars;
Fees are due in advance or according to the stated billing schedule;
Fees are non-refundable except where required by law;
Customer is responsible for Fees for the full Subscription Term;
late amounts may accrue lawful interest; and
Producer Logic may suspend access for non-payment.

6.2. Additional Users or Capacity

Additional Authorized Users, agency seats, usage capacity, AI capacity, or features may be purchased at Producer Logic's then-current pricing.

6.3. Subscriptions

Subscriptions may include, without limitation:

Individual Producer plans;
Agency plans;
Agency Plus plans;
Enterprise plans; and
future plans established by Producer Logic.

The Listing Page controls the applicable number of Authorized Users and included features.

6.4. Renewal

Producer Logic reserves the right to modify the Fees, at its discretion, by providing the Customer a written notice of at least 30 days prior to the end of each applicable Subscription Term, provided that such pricing changes will not affect the current Subscription Fees for the then current Subscription Term. The Customer continued use of the Producer Logic Platform following the renewal of the Subscription Term shall constitute the Customer's consent to the change in the applicable Fees as stated in the above-mentioned notice. All Subscription Fees and other amounts paid hereunder are irrevocable and non-refundable. Unless otherwise stated, subscriptions may automatically renew for additional Subscription Terms.

6.5. Free Trials

Producer Logic may provide Free Trials at its discretion.

Free-Trial services are provided "AS IS" and "AS AVAILABLE" without warranties to the fullest extent permitted by law. Please note that the features of the Producer Logic Platform made available to Customers under the Free-Trial model, may be limited.

6.6. Taxes

All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other taxes and duties. All taxes, withholdings and duties of any kind payable with respect to Customer's use of the Producer Logic under this Agreement, shall be borne and paid by Customer, excluding taxes due on income earned by Producer Logic. In the event that any such taxes, customs or duties are required to be deducted from any payment under applicable law, then Customer shall pay Producer Logic such additional amount as shall cause the net amount of the aggregate payment to Producer Logic, after giving effect to such deduction, to equal the amount of the payment otherwise due to Producer Logic under this Agreement, and shall reimburse Producer Logic against any additional such taxes, customs or duties that are due in connection with the transactions contemplated herein.

6.7. Payment Processors

Producer Logic may utilize third-party payment processors. Payments of the Fees may be processed via certain online payment service providers ("Online Payment Processors"). Producer Logic may add or change the Online Payment Processors in its sole discretion. Producer Logic does not control and is not affiliated with such Online Payment Processors. These Online Payment Processors are independent contractor and have no employment or agency relationship with Producer Logic. Producer Logic is not responsible in any way for the actions or performance (or lack thereof) of the Online Payment Processors. The use of the Online Payment Processors is at Customer's own risk. It Customer's responsibility to abide by all the terms specified by the Online Payment Processors in their terms of use and privacy policies. Customer acknowledges that it is fully assuming the risks of conducting any transactions via the Online Payment Processors.

Producer Logic does not control such processors and is not responsible for their acts, omissions, security practices, or service interruptions.

7. TERM AND TERMINATION

7.1. Term

This Agreement becomes effective when Customer accepts these Terms, purchases a Subscription, creates an account, or accesses the Platform.

7.2. Termination

Either Party may terminate for material uncured breach as provided by applicable Subscription terms.

Producer Logic may immediately suspend or terminate access for:

unlawful use;
fraud;
security threats;
misuse of proprietary information;
scraping;
attempted reverse engineering;
abuse of Platform resources;
violation of insurance laws;
unauthorized credential sharing; or
material violation of this Agreement.

7.3. Effect of Termination

Upon termination:

Customer's Platform rights cease;
account access may be disabled;
Customer must cease use of Producer Logic proprietary materials;
outstanding Fees remain payable;
amounts paid remain non-refundable except where otherwise required;
Confidential Information must be protected or returned as applicable; and
provisions intended to survive remain effective.

7.4. Suspension

Producer Logic may temporarily suspend access where reasonably necessary to protect:

security;
infrastructure;
customers;
third parties;
Platform integrity;
Intellectual Property Rights; or
legal or regulatory compliance.

7.5. Survival

Sections relating to confidentiality, intellectual property, Output Data, Carrier Appetite Information, warranty disclaimers, limitation of liability, indemnification, payment obligations, and general legal provisions survive termination.

8. CONFIDENTIALITY

Each Party shall take reasonable measures, at least as protective as those taken to protect its own Confidential Information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. Neither Party shall use or disclose the Confidential Information of the other Party except as expressly permitted under this Agreement or by applicable law. For the avoidance of doubt, a recipient Party may disclose the other Party's Confidential Information to its officers, employees, services providers or advisors solely on a "need to know" basis, and provided that they are bound by similar nondisclosure obligations as those of this Agreement. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party. The receiving Party shall limit access to any Confidential Information of the disclosing Party, except as disclosure may be required by law or governmental regulation, subject to the receiving Party providing to the disclosing Party written notice to allow the disclosing Party to seek a protective order or otherwise prevent the disclosure. The receiving Party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured Party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section. Without derogating from the foregoing, the terms of this Agreement, Producer Logic, the source code of the Producer Logic and all other Producer Logic Intellectual Property Rights are Confidential Information of Producer Logic or its licensors. Producer Logic Confidential Information expressly includes:

the Platform;
source code;
proprietary databases;
non-public carrier appetite information;
carrier ranking logic;
scoring methodology;
algorithms;
prompts;
system prompts;
AI workflows;
proprietary insurance content;
business plans; and
Intellectual Property Rights.

9. WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY, AND INDEMNIFICATION

9.1. Authority

Each Party represents that it possesses legal authority to enter into this Agreement.

9.2. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCER LOGIC PLATFORM, OUTPUT DATA, CARRIER APPETITE INFORMATION, COVERAGE RECOMMENDATIONS, UNDERWRITING QUESTIONS, ENDORSEMENT INFORMATION, CLAIM INFORMATION, CROSS-SELLING INFORMATION, MARKET RECOMMENDATIONS, THIRD-PARTY DATA, ARTIFICIAL INTELLIGENCE OUTPUT, AND ALL RELATED SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS.

PRODUCER LOGIC AND THE PRODUCER LOGIC PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF:

MERCHANTABILITY;
FITNESS FOR A PARTICULAR PURPOSE;
NON-INFRINGEMENT;
ACCURACY;
COMPLETENESS;
TIMELINESS;
RELIABILITY;
AVAILABILITY;
SECURITY;
SYSTEM INTEGRATION;
NON-INTERFERENCE; AND
QUALITY.

PRODUCER LOGIC DOES NOT WARRANT THAT:

THE PLATFORM WILL BE UNINTERRUPTED;
OUTPUT WILL BE ERROR-FREE;
ARTIFICIAL INTELLIGENCE OUTPUT WILL BE ACCURATE;
CARRIER APPETITE INFORMATION WILL BE CURRENT;
ANY CARRIER WILL ACCEPT A RISK;
ANY COVERAGE RECOMMENDATION WILL BE APPROPRIATE;
ANY PARTICULAR INSURANCE COVERAGE WILL BE AVAILABLE;
ANY INSURANCE POLICY WILL RESPOND TO A CLAIM;
ANY PARTICULAR PREMIUM, TERMS, CONDITIONS, LIMITS, ENDORSEMENTS, OR CAPACITY WILL BE AVAILABLE; OR
USE OF THE PLATFORM WILL SATISFY CUSTOMER'S PROFESSIONAL OR REGULATORY OBLIGATIONS.

CUSTOMER ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE TECHNOLOGY IS PROBABILISTIC AND MAY GENERATE INCORRECT, INCOMPLETE, MISLEADING, OR OUTDATED INFORMATION.

9.3. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRODUCER LOGIC OR ANY PRODUCER LOGIC PARTY BE LIABLE UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES.

THIS INCLUDES, WITHOUT LIMITATION:

LOST PROFITS;
LOST REVENUE;
LOST COMMISSIONS;
LOST CLIENTS;
LOST BUSINESS;
LOST OPPORTUNITIES;
LOST GOODWILL;
LOST DATA;
FAILURE TO PROCURE INSURANCE;
FAILURE TO OBTAIN A QUOTE;
FAILURE TO BIND;
CARRIER DECLINATION;
POLICY CANCELLATION;
NON-RENEWAL;
COVERAGE DENIAL;
CLAIM DENIAL;
COVERAGE GAP;
INADEQUATE LIMITS;
MISSING ENDORSEMENTS;
ERRORS AND OMISSIONS CLAIMS;
CUSTOMER PROFESSIONAL LIABILITY;
REGULATORY PENALTIES RESULTING FROM CUSTOMER CONDUCT;
BUSINESS INTERRUPTION; OR
DAMAGES ARISING FROM RELIANCE UPON OUTPUT DATA.

THIS LIMITATION APPLIES EVEN IF PRODUCER LOGIC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF PRODUCER LOGIC AND ALL PRODUCER LOGIC PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PRODUCER LOGIC DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations apply to the maximum extent permitted by applicable law.

9.4. Customer Indemnification

Customer agrees to defend, indemnify, and hold harmless Producer Logic and the Producer Logic Parties from claims, damages, liabilities, judgments, penalties, losses, costs, expenses, and reasonable attorneys' fees arising from or relating to:

Customer's breach of this Agreement;
Customer Data;
Customer's unlawful use of the Platform;
Customer's use or reliance upon Output Data;
Customer's insurance recommendations;
Customer's communications with insureds or prospects;
Customer's submission of insurance applications;
Customer's failure to independently verify carrier appetite;
Customer's failure to independently verify coverage;
Customer's failure to comply with licensing requirements;
Customer's failure to comply with insurance regulations;
Customer's failure to comply with privacy or data laws;
Customer's violation of third-party rights;
Customer's misuse of carrier or third-party trademarks;
Customer's misrepresentation of Producer Logic Output Data;
Customer's professional negligence or errors and omissions; or
claims arising from Customer's provision of insurance services.

10. GENERAL

10.1. Export Compliance

Customer shall comply with applicable United States export-control and sanctions laws.

10.2. Assignment

Customer may not assign this Agreement without Producer Logic's prior written consent.

Producer Logic may assign the Agreement in connection with a merger, acquisition, corporate restructuring, financing, or sale of substantially all relevant assets.

10.3. Relationship of Parties

Producer Logic and Customer are independent contracting parties.

Nothing creates:

a partnership;
joint venture;
agency;
franchise;
fiduciary relationship;
employment relationship;
insurance brokerage relationship;
carrier appointment;
underwriting relationship; or
insurance producer relationship

between Producer Logic and Customer.

10.4. No Carrier Affiliation or Endorsement

Unless expressly stated otherwise in writing, identification or display of any insurance carrier, MGA, MGU, wholesaler, broker, or program administrator does not mean such entity:

sponsors Producer Logic;
endorses Producer Logic;
has approved Producer Logic;
has verified Producer Logic's data;
has appointed Producer Logic;
guarantees the accuracy of Producer Logic information; or
has authorized Producer Logic to make underwriting decisions.

10.5. Choice of Law and Jurisdiction

This Agreement shall be governed by the laws of the State of Louisiana, without regard to conflict-of-law principles.

Subject to any enforceable arbitration provision separately adopted by Producer Logic, the Parties consent to jurisdiction and venue in the appropriate state or federal courts having jurisdiction over Producer Logic's principal place of business in Louisiana.

10.6. Notices

Legal notices shall be provided in writing to the contact information maintained by the applicable Party.

Producer Logic may provide routine Platform notices electronically.

10.7. Force Majeure

Producer Logic shall not be liable for delays, interruptions, or failures resulting from circumstances beyond its reasonable control, including:

natural disasters;
hurricanes;
floods;
fires;
government action;
war;
terrorism;
civil unrest;
labor disputes;
utility failures;
internet outages;
cloud-service outages;
artificial intelligence-provider outages;
cybersecurity incidents;
denial-of-service attacks;
telecommunications disruptions; or
failures of third-party providers.

10.8. Entire Agreement

This Agreement, together with applicable Order Forms, Listing Pages, privacy policies, acceptable-use policies, and incorporated documents, constitutes the entire agreement concerning its subject matter.

10.9. Enforceability

Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns, and the agreements and undertakings contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and permitted assigns. If any part of this Agreement is held unenforceable, the rest remains in full force and effect. Failure to enforce any provision of this agreement will not constitute a waiver.

10.10. Severability

If any provision is determined to be invalid or unenforceable, it shall be interpreted or modified to the minimum extent necessary to make it enforceable while preserving its intended purpose.

The remaining provisions shall remain in full force.

10.11. Electronic Acceptance

Electronic acceptance of these Terms shall have the same legal force as a written signature to the extent permitted by applicable law.

ACKNOWLEDGEMENT

BY PURCHASING A SUBSCRIPTION, CREATING AN ACCOUNT, CLICKING "I ACCEPT," OR OTHERWISE ACCESSING OR USING THE PRODUCER LOGIC PLATFORM, CUSTOMER CONFIRMS THAT CUSTOMER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT.