ACCEPTANCE OF TERMS

First Mercury Financial Corporation (“FMFC”) makes this Web site (the “Site”), including all information, documents, communications, files, text, graphics, software, and products available through the Site (collectively, the “Materials”) and all services operated by FMFC and third parties through the Site (collectively, the “Services”), available for your use subject to the terms and conditions set forth in this document and any changes to this document that FMFC may publish from time to time (collectively, the “Terms of Use”).

By accessing or using this Site in any way, including, without limitation, use of any of the Services, downloading of any Materials, or merely browsing the Site, you agree to and are bound by the Terms of Use.

FMFC reserves the right to change the Terms of Use and other guidelines or rules posted on the Site from time to time at its sole discretion and without prior notice. FMFC will provide notice of material changes on the home page of the Site. Your continued use of the Site, or any Materials or Services accessible through it, after such notice has been posted constitutes your acceptance of the changes. Your use of the Site will be subject to the most current version of the Terms of Use, rules and guidelines posted on the Site at the time of such use. You should periodically check the “Terms of Use” link on the Site’s home page to view the then-current terms. If you breach any of the Terms of Use, your authorization to use this Site automatically terminates, and any Materials downloaded or printed from the Site in violation of the Terms of Use must be immediately destroyed.

DEFINED TERMS

All user-supplied information, materials, files, communications, and documents are referred to collectively as “User Content.” “FMFC Content” means all Materials provided by FMFC.

TYPES OF USERS

Access to certain portions of this Site may be limited to active FMFC Agencies in good standing and their authorized officers/employees or other select groups of individuals in FMFC’s sole discretion.

INTELLECTUAL PROPERTY; LIMITED LICENSE TO USERS

The Materials and Services on this Site, as well as their selection and arrangement, are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Materials or Services at this Site may violate such laws and the Terms of Use. Except as expressly provided herein, FMFC and its suppliers do not grant any express or implied rights to use the Materials and Services. You agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Site, its Materials, or its Services or their selection and arrangement, except as expressly authorized herein. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Site.

Use of Services. When using Services on this Site that are offered by FMFC, you shall be subject to any posted guidelines, rules, or licenses applicable to such Services and to the Terms of Use. Such guidelines, rules, or licenses may contain terms and conditions in addition to those in the Terms of Use. In addition to the Materials and Services offered by FMFC, this Site also makes available materials, information, and services provided by third parties (collectively, the “Third-Party Services”). The Third-Party Services may be governed by separate license agreements that accompany such services. FMFC offers no guarantees and assumes no responsibility or liability of any type with respect to the Third-Party Services, including any liability resulting from incompatibility between the Third-Party Services and the Materials and Services offered by FMFC. You agree that you will not hold FMFC responsible or liable with respect to the Third-Party Services or seek to do so.

Use of Software. The software and accompanying documentation that is made available to use or download from this Site is the copyrighted and/or patented work of FMFC and/or its suppliers. Use of the software is governed by the terms of the license agreement contained in these Terms of Use. You agree that you will not decompile, reverse engineer, or otherwise attempt to discover the source code of the software available on the Site.

Use of FMFC Content and User Content. FMFC makes no warranty to the accuracy, completeness and timeliness of the FMFC Content and User Content. FMFC reserves the right to make changes to the FMFC Content and User Content at any time, including changes to the described products and/or service, without prior notice. Any mention of FMFC insurance services and/or products should not be interpreted as an offer or sale of insurance by FMFC but merely a description of products and/or services offered by FMFC. FMFC makes no guarantee that the described insurance services and/or products are available in all jurisdictions. Except as indicated to the contrary elsewhere on this Site, you may view, download, and print the FMFC Content and User Content available on this Site subject to the following conditions:

1. The FMFC Content and User Content may be used solely for personal, informational, and internal purposes. You are not to use the FMFC Content and User Content for public or commercial purposes.
2. You may not modify or alter in any way the FMFC Content and User Content.
3. You may not distribute or sell, transmit, reuse, repost, rent, lease, or license the FMFC Content and User Content to others.
4. You may not remove any copyright or other proprietary notices contained in the FMFC Content and User Content.
5. FMFC reserves the right to revoke the authorization to view, download, and print the FMFC Content and User Content available on this Site at any time, and any such use shall be discontinued immediately upon notice from FMFC.
6. The rights granted to you constitute a license and not a transfer of title.

Use of links to Other Internet Sites. This Site may contain links to other Internet sites that FMFC does not maintain. FMFC has provided these links as a courtesy to you and the inclusion of links to such sites should not be interpreted as FMFC’s approval, endorsement or affiliation with such sites. FMFC does not make any warranty or representations to the content, products, and/or services of such sites and takes no responsibility for the completeness, accuracy, timeliness or correcting of content found on such sites.

IMPORTANT EXCEPTIONS: The rights specified above to view, download, and print the FMFC Content and User Content available on this Site are subject to any disclaimers contained on the Site and are not applicable to the design or layout of this Site. Elements of this Site are protected by trade dress and other laws and may not be copied or imitated in whole or in part.

TRADEMARK INFORMATION

The trademarks, logos, and service marks (“Marks”) displayed on this Site are the property of FMFC or other third parties. You are not permitted to use the Marks without the prior written consent of FMFC or such third party that may own the Marks. FMFC and the FMFC logo are trademarks of FMFC.

LICENSE TO FMFC FOR USER CONTENT

Certain Services offered through this Site accommodate or require User Content. Depending upon the nature of the Service, by submitting User Content to this Site, you grant FMFC a perpetual, worldwide, royalty-free, non-exclusive license to (i) use, reproduce, display, perform, modify, transmit, and distribute such User Content, (ii) distribute and publicly display and perform such User Content for the purpose for which such User Content was submitted to the Site, and (iii) use any ideas, concepts, know-how, or techniques that you send us for any purpose without any compensation to you.

PROHIBITED COMMUNICATIONS

You may submit only User Content to the Site that is (a) owned by you, (b) submitted with the express permission of the owner or within the scope of the license to such content, or (c) in the public domain. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, harassing, libelous, offensive, defamatory, obscene, or pornographic materials, or other materials that would violate any law or the rights of others, including, without limitation, laws against copyright infringement, and rights of privacy and publicity. Violation of these restrictions may result in denial of or limitations on access by you to this Site.

USER CONDUCT

In using the Site, including all Services and Materials available through it, you agree: (i) not to disrupt or interfere with any other user’s enjoyment of the Site or affiliated or linked sites; (ii) not to upload, post, or otherwise transmit through the Site any viruses or other harmful, disruptive, or destructive files; (iii) not to create a false identity; (iv) not to use or attempt to use anothers account, password, service, or system without authorization from FMFC; (v) not to disrupt or interfere with the security of, or otherwise cause harm to, the Site, or any Services, Materials, system resources, accounts, passwords, servers, or networks connected to or accessible through the Site or any affiliated or linked sites.

MANAGING CONTENT AND COMMUNICATIONS

Although it is not our intention to do so, FMFC reserves the right, in its sole discretion, to delete or remove User Content from the Site and to restrict, suspend, or terminate your access to all or part of this Site, at any time if we have cause to do so (including, without limitation, our good faith belief that you have violated the Terms of Use) without prior notice or liability. FMFC may, but is not obligated to, monitor or review (i) any areas on the Site where users transmit or post User Content, including but not limited to areas where Services are available, or chat rooms, bulletin boards, or other user forums; and (ii) the substance of any User Content. To the maximum extent permitted by law, FMFC will have no liability related to User Content arising under the laws of copyright, libel, privacy, obscenity, or otherwise. FMFC also disclaims all liability with respect to the misuse, loss, modification, or unavailability of any User Content.

USE AND PROTECTION OF ACCOUNT NUMBER AND PASSWORD

You are responsible for maintaining the confidentiality of your account number, account name, and/or password, if applicable. You are responsible for damages resulting from all uses of your account number, account name, and/or password, whether actually or expressly authorized by you, unless access to your account number, account name, and/or password was obtained through no fault or negligence of your own.

WARRANTIES AND DISCLAIMERS

THIS SITE, AND ALL MATERIALS AND SERVICES ACCESSIBLE THROUGH THIS SITE, IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, FMFC MAKES NO WARRANTY THAT (i) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, OR MATERIALS PURCHASED OR ACCESSIBLE BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE OBTAINED FROM OR USED THROUGH THE SITE, OR ANY DEFECTS IN THE SITE, ITS SERVICES OR MATERIALS, WILL BE CORRECTED.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. FMFC MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE CALCULATIONS USED AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND FMFC MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

YOU UNDERSTAND AND ACKNOWLEDGE THAT (i) FMFC DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY CONTENT, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, THIRD-PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH LINKS ON THE SITE; (ii) FMFC MAKES NO REPRESENTATION OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, THEIR CONTENT, PRODUCTS, OR SERVICES; (iii) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK; AND (iv) FMFC SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY CONTENT, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES.

THE USE OF THE SERVICES OR THE ACCESS OR DOWNLOADING OR OTHER USE OF ANY MATERIALS THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. FMFC ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITE OR IN CONNECTION WITH ANY SERVICES OR MATERIALS OFFERED THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FMFC OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES AND TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO NINETY (90) DAYS.

INTERNATIONAL USERS

The Site is controlled, operated, and administered by FMFC from its offices within the United States of America. FMFC makes no representation that the Site, or the Services or Materials available through it, is appropriate or available for use at other locations outside the United States, and access to the Site from territories where the Site or any of its Services or Materials are illegal is prohibited. If you access the Site from a location outside the United States, you are responsible for compliance with all local laws. See section on Export Control Laws, below, for further information.

PERSONAL INFORMATION AND PRIVACY

Privacy Statement
FMFC, its subsidiaries, and affiliates do not share or sell information of its customers with anyone other than in the normal conduct of insurance business in compliance with state and federal laws.

FMFC may disclose information in special cases when we have reason to believe that disclosing this information is necessary to identify, contact, or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) FMFC’s rights or property, or anyone else that could be harmed by such activities. FMFC may disclose information when we believe in good faith that the law requires it. Please be aware that your browser may need to be enabled to accept cookies in order for you to use certain features of the Site.

LIMITATION OF LIABILITY

IN NO EVENT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL FMFC, ITS SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT FMFC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THIS SITE, ITS SERVICES, OR MATERIALS, THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR THROUGH THE SITE, ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY FAILURE TO STORE OR LOSS OF DATA, FILES, OR OTHER CONTENT, ANY SERVICES AVAILABLE THROUGH THE SITE THAT ARE DELAYED OR INTERRUPTED, OR ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

FORWARD-LOOKING STATEMENTS DISCLAIMER

This Site may now, or hereafter from time to time, contain certain statements or information with respect to (i) the projection of FMFC’s or industry revenues, income, earnings per share, capital expenditures, dividends, capital structure, or other financial items; (ii) the plans, objectives, and/or projections of FMFC for future operations, including those relating to the products or services of FMFC; (iii) FMFC’s future economic performance; (iv) assumptions underlying or relating to any of the foregoing statements or information; and (v) any other projections, estimates, or forward-looking statements. All such statements and information are forward-looking statements within the meanings of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are based upon, or will be based upon, FMFC’s judgment with respect to future events and are subject to a number of uncertainties and risks that could cause actual results or circumstances to differ materially from those expressed in the forward-looking statements. FMFC wishes to caution you that because such forward-looking statements are only predictions and actual events or results may differ materially, you should review the risks, uncertainties and other factors identified in FMFC’s Securities and Exchange Commission filings regularly.

INDEMNITY AND LIABILITY

You agree to indemnify and hold FMFC, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of content you submit, post to, or transmit through the Site, your use of the Site, your connection to the Site, your violation of the Terms of Use, or your violation of any rights of another person or entity.

GOVERNING LAW AND JURISDICTION

This Site (excluding linked sites) is controlled by FMFC from its offices within the state of Michigan, United States of America. By accessing this Site, you and FMFC agree that all matters relating to your access to, or use of, this Site shall be governed by the statutes and laws of the state of Michigan, without regard to the conflicts of laws principles thereof. You and FMFC also agree and hereby submit to the exclusive personal jurisdiction and venue of the Circuit Court of Oakland County, Michigan and the United States District Court for the Eastern District of Michigan with respect to such matters.

GENERAL

The Terms of Use and the other rules, guidelines, licenses, and disclaimers posted on the Site constitute the entire agreement between FMFC and you with respect to your use of the Site. If for any reason a court of competent jurisdiction finds any provision of the Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by FMFC to enforce or exercise any provision of the Terms of Use or related right shall not constitute a waiver of that right or provision. The section titles used in the Terms of Use are purely for convenience and carry with them no legal or contractual effect.