LICENSEES USE OF SEGAL PULSE^® ("PULSE") IS EXPRESSLY CONDITIONED ON LICENSEES ACKNOWLEDGEMENT OF, AGREEMENT AND STRICT COMPLIANCE WITH THESE TERMS OF USAGE. ALL DEFINED TERMS HEREIN SHALL HAVE THE MEANING ASCRIBED TO SUCH TERMS IN THE SEGAL PULSE SOFTWARE LICENSING AGREEMENT UNLESS OTHERWISE DEFINED HEREIN.

LICENSEE UNDERSTANDS AND ACKNOWLEDGES THAT (I) RESULTS PRODUCED BY PULSE ARE DEEMED PROJECTIONS ONLY (NOT GUARANTEES OF ACTUAL RESULTS) INTENDED TO ILLUSTRATE POSSIBLE FUTURE OUTCOMES RELATED TO THE BENEFIT PLAN TO WHICH SUCH PROJECTIONS APPLY AND (II) ACTUAL RESULTS WILL DEVIATE FROM PROJECTED OUTCOMES BASED ON A VARIETY OF FACTORS, INCLUDING BUT NOT LIMITED TO, THE EXTENT THAT ACTUAL EXPERIENCE DIFFERS FROM THE ASSUMPTIONS USED TO GENERATE SUCH PROJECTED OUTCOMES. LICENSEE acknowledges and agrees further that its use of PULSE is subject to all disclaimers included in the software. Because of the technical nature of PULSE and the many underlying factors that may impact project outcomes, SEGAL recommends that LICENSEE engage SEGAL to review all underlying assumptions and calculations before making any decisions based on such projection outcomes.

PULSE, PROPRIETARY INFORMATION (as defined below), and all related documentation prepared or provided by SEGAL, shall remain the exclusive property of SEGAL.

LICENSEE understands and agrees that PULSE and any related documentation are covered by copyright, may be covered by other intellectual property rights, and contain proprietary information, ideas, techniques, and trade secrets (“PROPRIETARY INFORMATION”) belonging to SEGAL or licensed to SEGAL, and that such PROPRIETARY INFORMATION was developed at great expense and constitutes valuable assets of SEGAL. During and subsequent to the term of this AGREEMENT, LICENSEE or any of its employees shall maintain the entirety of PULSE, PROPRIETARY INFORMATION and related documentation in confidence by using at least the same commercially reasonable efforts that LICENSEE uses to protect its own confidential information, and shall not disclose any information regarding any aspect of PULSE or the PROPRIETARY INFORMATION to anyone. If LICENSEE is a public sector entity subject to a valid public records law, LICENSEE acknowledges SEGAL’S representation that PULSE and PROPRIETARY INFORMATION constitutes SEGAL’S trade secrets and will treat PULSE and any PROPRIETARY INFORMATION accordingly when determining whether disclosure is required under such public records law. If, notwithstanding the foregoing, LICENSEE determines that it is obligated to make a requested disclosure related to PULSE or any PROPRIETARY INFORMATION, LICENSEE shall immediately notify SEGAL of the request for disclosure to afford SEGAL the opportunity to challenge any such request for disclosure prior to such disclosure being made.

In further consideration for the right to use PULSE, PROPRIETARY INFORMATION and the related documentation, LICENSEE agrees not to develop any computer program that incorporates or uses any aspect of PULSE, PROPRIETARY INFORMATION or the related documentation without the prior written consent of SEGAL. LICENSEE further agrees not to fund or accept funding for the purpose of developing any computer program that incorporates or uses any aspect of PULSE, PROPRIETARY INFORMATION or related documentation without the prior written consent of SEGAL.

LICENSEE agrees not to remove any copyright and other proprietary notices appearing on PULSE or any related documentation.

LICENSEE represents that it will maintain PULSE, PROPRIETARY INFORMATION and any related documentation in strict confidence.

Intellectual Property Infringement. Segal will defend or settle, at its option and expense, any action, suit or proceeding brought against LICENSEE by a third party that PULSE infringes a third party’s patent, registered copyright, or registered trademark (“IP Claim”). Segal will indemnify LICENSEE against all damages and costs finally awarded or those costs and damages agreed to in a monetary settlement of such action, which are attributable exclusively to such IP Claim. Except (i) for SEGAL’S indemnification obligation described in this Section. and (ii) to the extent SEGAL is determined to have acted in a grossly negligent manner in connection with the development of PULSE, SEGAL shall not have any liability whatsoever (whether to LICENSEE or with respect to third party claims against LICENSEE) arising out of LICENSEE’S use of PULSE. SEGAL shall have no other liability to LICENSEE.

EXCEPT TO THE EXTENT STATED HEREIN, SEGAL SHALL HAVE NO LIABILITY TO LICENSEE OR ANY OTHER PARTY OR ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE FAILURE OF PULSE TO PERFORM OR ARISING FROM ANY OTHER DEFAULT BY SEGAL OF ITS OBLIGATIONS OR WARRANTIES UNDER THE AGREEMENT.

SEGAL warrants and represents that it has the right to grant the license set forth in the AGREEMENT and that PULSE is not derived from and does not incorporate any protectable portions of any other third-party actuarial valuation software system.

During the Term, SEGAL shall keep PULSE reasonably free from material error. SEGAL does not warrant that PULSE is error free and LICENSEE acknowledges as such. NO OTHER WARRANTY IS EXPRESSED AND NONE SHALL BE IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR USE OR FOR A PARTICULAR PURPOSE.

SEGAL shall not be liable for delays in any aspect of its performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God, strikes or inability to obtain labor or materials on time. The AGREEMENT constitutes the entire understanding and agreement between the parties with regard to the subject matter hereof and supersedes all previous communications and negotiations, whether oral or written, between the parties with respect to such subject matter. No waiver or modification of any of the provisions hereof shall be binding unless in writing and signed by LICENSEE and SEGAL.