# User Agreement for Milliman Access Portal #### Preamble **IMPORTANT! THIS IS THE USER AGREEMENT THAT YOU ARE REQUIRED TO ACCEPT BEFORE USING MILLIMAN ACCESS PORTAL (MAP). CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS USER AGREEMENT. YOU ARE NOT PERMITTED TO USE OR OBTAIN ANY RESULTS FROM MAP UNTIL YOU HAVE AGREED TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT YOU MAY NOT PROCEED WITH USING OR OBTAINING ANY RESULTS FROM MAP.** This User Agreement (the “Agreement”) is a contract between you, your entity (where other than Milliman) and Milliman Solutions, LLC (“Milliman”) that describes the terms and conditions that apply to your use of Milliman Access Portal (“MAP”). Before using MAP you must read and accept the terms and conditions contained in the Agreement. If you do not agree to the terms of the Agreement you will not be able to use MAP. **1. License Grant.** Upon agreement to the terms and conditions herein, Milliman grants you and the entity you represent (if other than Milliman) a limited, non-exclusive, and non-transferable license to use MAP solely for accessing, publishing, or managing access to content generated by Milliman on behalf of external entities. The terms “User”, “you”, or “your” are synonymous and refer to both you as an individual and the entity which you are the authorized representative of when and upon any use of MAP. The user becomes a “subscriber” to MAP and is able to access MAP and print and electronically store their reports and related information and must comply with this User Agreement. Except as expressly stated herein, you are not licensed or permitted to do any of the following: (i) attempt to access any other Milliman systems, websites, or programs or data that are not made available for public use; or (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the MAP system. This License Grant is only specific to the MAP system itself, and does not control your use of deliverables provided to you via MAP, which continue to be governed by the applicable agreement between Milliman and the receiving entity. **2. Use of Service.** ANY USE OF MAP IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND USED AT YOUR OWN RISK. **3. Reservation of Rights and Ownership.** Milliman reserves all rights not expressly granted to you in this Agreement. MAP is protected by copyright, trade secret and other intellectual property laws. Milliman owns the title, copyright, and other intellectual property rights in MAP. MAP is licensed, not sold. This Agreement does not grant you any rights to trademarks or service marks of Milliman. You shall not decompile, disassemble, or otherwise reverse engineer MAP except as otherwise permitted by applicable law notwithstanding this prohibition. **4. User Access.** You, on behalf of the entity that you represent, are the only user authorized to use your user ID and password, and are responsible for maintaining the confidentiality of your user ID and password. You shall not permit or allow other persons to have access to or use your user ID and password. You are responsible for the use of MAP under your user ID. You are responsible for protecting the information on your computer such as by installing anti-virus software, updating your software, password protecting your files, and not permitting third party access to your computer. You may not (1) use MAP for the benefit of third parties; (2) license, rent, lease, sell, assign, or otherwise transfer or convey MAP or the license grants contained herein to any third parties; (3) disclose or provide access to any part of MAP to any third party without Milliman’s prior written consent; (4) alter, merge, modify or adapt MAP or the user guides and content disclaimers released with MAP (“Documentation”) in any way; (5) use MAP to provide services which are competitive in nature to Milliman’s services; or (6) share or disclose MAP with any third party without Milliman’s prior written consent. Notwithstanding the above, your ability to use or disclose the content contained within MAP shall continue to be governed by your agreement with Milliman. You acknowledge and agree that MAP is proprietary and confidential to, and a valuable trade secret of, Milliman. You agree to maintain MAP in strictest confidence. You agree that you will not disclose, proliferate, or copy MAP except as expressly allowed in this Agreement. You will ensure that any employee or agent with access to MAP is (i) fully apprised of the terms under which such employee may use MAP and (ii) contractually bound to comply with such terms. You agree that you will not use, or allow others to use, MAP for any purpose other than those contemplated by this Agreement. **5. DISCLAIMER OF WARRANTIES.** MAP IS PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MILLIMAN DISCLAIMS ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING MAP, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. MILLIMAN DOES NOT WARRANT THAT MAP IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER SERVICE OR WEBSITE LIMITATIONS. **6. LIMITATION OF LIABILITY AND DAMAGES.** MILLIMAN SHALL HAVE NO LIABILITY IN RELATION TO YOUR USE OF MAP FOR ANY REASON. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MILLIMAN IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF MILLIMAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT DOES MILLIMAN ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE MAP. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN MILLIMAN AND YOU. MILLIMAN WOULD NOT BE ABLE TO HAVE PROVIDED MAP WITHOUT SUCH LIMITATIONS. **7. Disputes.** You agree to submit any dispute arising from or related to this Agreement, including but not limited to, disputes relating to MAP, and the interpretation and enforceability of this Agreement, to binding arbitration. The arbitration, conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association, will be conducted before three neutral and independent arbitrators, one selected by Milliman, one by you and the third by the first two. The award may be confirmed in any court of competent jurisdiction. Unless otherwise required by law, an action or proceeding by you to enforce an obligation, duty, or right arising under this Agreement or by law with respect to MAP must be commenced within one year after the cause of action accrues. **8. Consent to Conduct Business Electronically ("Consent").** The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities. Your consent to do business electronically, and our agreement to do so, applies to this Agreement, and MAP. **9. Miscellaneous.** This Agreement (and any additional terms and conditions with which Milliman supplements this agreement) is a complete statement of the agreement between you and Milliman, and sets forth the entire liability of Milliman and your exclusive remedy with respect to MAP and its use. The agents or employees of Milliman are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Milliman. Milliman shall be not be liable for any default or delay in performance due to causes beyond its reasonable control. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This Agreement will be governed by the laws of New York, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. This Agreement does not limit any rights that Milliman may have under trade secret, copyright, patent or other laws. **10. Termination.** Your rights under this Agreement and your access to MAP may be terminated by Milliman immediately and without notice if you fail to comply with any term or condition of this Agreement. Any termination of this Agreement shall not affect Milliman’s rights hereunder. **BY ACCEPTING THIS USER AGREEMENT YOU REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED TO ACCEPT THE TERMS AND CONDITIONS OF THIS USER AGREEMENT ON BEHALF OF THE ORGANIZATION THAT YOU REPRESENT.**