CommissionScope Product-Specific Terms

These CommissionScope Product-Specific Terms apply to Customer's access to and use of Port & Starboard's CommissionScope product and related features, modules, integrations, templates, workflows, artificial intelligence-enabled functionality, optical character recognition functionality, reporting tools, and support services.

CommissionScope is an AI-enabled commission calculation and reconciliation solution for independent insurance agencies. CommissionScope may include, depending on Customer's selected plan or Order Form, carrier commission statement ingestion, optical character recognition of carrier commission statements, policy-in-force uploads or integrations, revenue line processing, matching of carrier commission statement lines to policies, producer commission program configuration, producer commission calculations, commission batching, ACH file generation, revenue aggregation by policy, carrier, producer, or other dimensions, exports, reporting, analytics, and related workflow tools.

CommissionScope may connect to Customer systems or third-party systems, including Salesforce, EZLynx, data lakes, spreadsheets, CSV files, carrier statement files, and other external data sources.

These CommissionScope Product-Specific Terms supplement and form part of the Agreement between Customer and Port & Starboard. In the event of a conflict, the following order of precedence applies solely with respect to the subject matter of the conflict: (1) the applicable Order Form; (2) these Product-Specific Terms; and (3) the remaining terms of the Agreement. Capitalized terms used but not defined in these Product-Specific Terms have the meanings given in the Agreement.

Subject to Customer's compliance with the Agreement and applicable Order Form, Port & Starboard grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use CommissionScope during the applicable subscription term solely for Customer's internal business purposes.

Customer does not acquire any ownership interest in CommissionScope, the underlying software, source code, workflows, templates, matching logic, calculation logic, commission program templates, data models, analytics models, integration methods, documentation, product design, artificial intelligence-enabled functionality, optical character recognition functionality, or other Port & Starboard technology or intellectual property.

Unless an availability commitment or service level agreement is expressly set forth in the applicable Order Form, CommissionScope is provided without any guaranteed uptime or availability level. Port & Starboard may perform scheduled and emergency maintenance, during which CommissionScope may be temporarily unavailable, and will use commercially reasonable efforts to minimize disruption.

Customer is solely responsible for defining, documenting, approving, maintaining, and applying its producer commission programs, commission rates, commission splits, eligibility rules, payment rules, exceptions, overrides, adjustments, bonuses, clawbacks, and related compensation policies.

CommissionScope may assist Customer in configuring, documenting, applying, and calculating producer commissions based on rules approved by Customer. Port & Starboard does not determine Customer's producer compensation policies and is not responsible for resolving internal disputes regarding Customer's commission programs, producer agreements, payroll policies, compensation rules, or agency management practices.

Customer is responsible for reviewing and approving all commission program configurations before use.

As between the parties, Customer owns all insurance policy data, policy-in-force data, carrier commission statement data, revenue data, producer data, commission program data, payment data, uploaded files, imported files, exported files, and other information submitted to, uploaded into, imported into, processed through, or exported from CommissionScope on Customer's behalf ("Customer Data").

Customer grants Port & Starboard a limited right to host, process, store, transmit, display, analyze, and otherwise use Customer Data solely as necessary to provide CommissionScope, perform related support and implementation services, maintain and improve the product, prevent fraud or abuse, comply with law, and fulfill Port & Starboard's obligations under the Agreement.

Unless otherwise agreed in writing, Port & Starboard will not sell Customer Data or use Customer Data to train third-party artificial intelligence models.

Port & Starboard will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Port & Starboard will notify Customer without undue delay after becoming aware of a confirmed breach of security leading to unauthorized access to or disclosure of Customer Data, and will provide information reasonably available to Port & Starboard regarding the nature and scope of the incident.

Customer authorizes Port & Starboard to engage subprocessors, including hosting and infrastructure providers, to deliver CommissionScope, provided that Port & Starboard remains responsible for their performance. Where Customer Data includes personal data subject to applicable data protection law, the parties will execute Port & Starboard's Data Processing Addendum upon Customer's written request, which upon execution is incorporated into the Agreement.

Port & Starboard may collect, create, and use data that is aggregated or de-identified such that it does not identify Customer or any individual, including usage and performance data derived from Customer's use of CommissionScope, for purposes including analytics, benchmarking, security, and the development and improvement of Port & Starboard's products and services. Port & Starboard retains all rights in such aggregated and de-identified data.

Customer is solely responsible for the accuracy, completeness, formatting, timeliness, and integrity of all source data provided to CommissionScope, including policy data, producer data, carrier data, commission statement data, premium data, revenue data, effective dates, expiration dates, policy numbers, carrier names, customer names, producer assignments, commission rates, payment rules, and any other data used for matching, reconciliation, reporting, or calculation.

Port & Starboard is not responsible for errors, omissions, duplications, outdated records, inconsistent carrier names, missing policy numbers, incorrect producer assignments, incorrect premium amounts, malformed files, inaccurate carrier statements, incomplete uploads, source system limitations, or other source data issues.

Customer is responsible for reviewing, validating, correcting, and approving source data before relying on CommissionScope outputs.

CommissionScope may include optical character recognition, artificial intelligence-enabled assistance, matching suggestions, classification suggestions, summaries, anomaly detection, mapping assistance, or other automated or semi-automated features.

OCR and AI-enabled functionality are provided as support tools only and may contain errors, omissions, misread text, incorrect classifications, inaccurate suggestions, incomplete matches, or other limitations.

Customer is responsible for human review, validation, correction, and approval of all OCR outputs, AI-assisted outputs, matching suggestions, reconciliation results, calculated commissions, reports, exports, ACH files, and other CommissionScope outputs before relying on them or using them for producer compensation, payment processing, accounting, tax, legal, compliance, financial reporting, or operational decisions.

Unless expressly agreed in writing, Customer Data is not submitted to third-party artificial intelligence providers for model training, fine-tuning, or improvement. Port & Starboard does not use Customer Data to train third-party AI models.

Customer acknowledges that AI-enabled functionality may be provided using third-party artificial intelligence service providers acting as subprocessors, which process Customer Data solely to deliver the requested functionality and not to train artificial intelligence models.

CommissionScope may assist with matching carrier commission statement lines to policies, customers, producers, carriers, revenue records, or other data in Customer's systems.

Matching and reconciliation features are assistive and may not identify all correct matches, may suggest incorrect matches, may fail to detect duplicate or missing data, and may require Customer review. Customer is responsible for reviewing, validating, approving, correcting, or rejecting matches and reconciliation outputs before relying on them.

Port & Starboard does not guarantee that CommissionScope will identify all revenue, reconcile all carrier statement lines, match all policies, identify all discrepancies, detect all duplicates, or produce complete or error-free reconciliation results.

CommissionScope may calculate producer commissions based on Customer-approved commission programs, Customer-provided data, imported revenue data, carrier statements, and related configuration.

Customer is responsible for reviewing and approving all commission calculations before payment. Customer is solely responsible for producer compensation decisions, producer payment approvals, payroll instructions, accounting entries, tax reporting, adjustments, disputes, and final payment amounts.

Port & Starboard does not warrant that commission calculations will be error-free or appropriate for Customer's specific producer agreements, employment policies, contractor agreements, payroll practices, accounting treatment, tax obligations, or legal requirements.

CommissionScope may support commission batching and downloadable ACH file generation or other payment-related exports. Such functionality is provided for Customer's operational convenience.

Customer is solely responsible for reviewing, validating, approving, transmitting, and authorizing any ACH file, payment file, payroll file, accounting file, or other payment instruction generated or exported from CommissionScope.

Customer is solely responsible for compliance with the NACHA Operating Rules and Guidelines, the terms of Customer's agreements with its originating depository financial institution, and all applicable payment system rules in connection with Customer's transmission or use of any ACH or payment file generated by CommissionScope.

Port & Starboard is not a bank, payroll provider, payment processor, money transmitter, escrow agent, accounting firm, tax advisor, or producer compensation fiduciary unless expressly stated in an Order Form.

Port & Starboard does not guarantee that any ACH file, payment file, payroll file, or payment instruction will be accepted, processed, settled, reversed, corrected, properly formatted for Customer's bank or payroll provider, or free from dispute.

CommissionScope is a technology platform and does not provide legal, accounting, tax, payroll, employment, insurance regulatory, financial, or compensation advice.

Customer is responsible for consulting its own legal, accounting, tax, payroll, insurance regulatory, and financial advisors regarding its commission programs, producer compensation practices, revenue recognition, accounting treatment, payment obligations, tax reporting, and compliance obligations.

Customer is responsible for determining whether CommissionScope outputs are appropriate for Customer's business, accounting, compensation, and compliance purposes.

CommissionScope may include integrations with Salesforce, EZLynx, data lakes, spreadsheets, carrier statement files, CSV uploads, or other third-party or customer-managed systems. Customer is responsible for authorizing, configuring, testing, monitoring, and maintaining any integration between CommissionScope and Customer's systems or third-party services.

Port & Starboard does not control third-party systems and is not responsible for failures, outages, data loss, delays, rejected records, duplicate records, integration errors, permission issues, API limits, authentication failures, changes to third-party systems, or other issues caused by Customer systems or third-party providers.

Customer is responsible for reviewing and validating all data imported into or exported from CommissionScope.

Where Customer uses CommissionScope to create, update, route, import, export, or analyze data from Salesforce, EZLynx, a data lake, CSV files, spreadsheets, or other data sources, Customer is responsible for:

1. providing and maintaining appropriate access and permissions;
2. ensuring that fields, objects, tables, files, validation rules, automations, duplicate rules, workflows, integrations, and security settings are compatible with Customer's intended CommissionScope configuration;
3. testing all integrations, imports, exports, data mappings, and calculation workflows before using them in production;
4. monitoring import results, failed submissions, duplicate records, data quality, and export accuracy; and
5. ensuring Customer's systems and data practices comply with Customer's internal policies and applicable laws.

Port & Starboard is not responsible for errors, rejected submissions, automation failures, data overwrites, duplicate records, missing records, stale records, incorrect mappings, or downstream processing issues caused by Customer's systems, third-party systems, Customer changes, platform changes, or insufficient Customer testing.

CommissionScope may provide reporting, analytics, dashboards, exports, producer summaries, revenue summaries, carrier summaries, policy summaries, exception reports, or other insights based on Customer Data and usage activity. Reporting and analytics are provided for informational and operational purposes only.

Customer is responsible for reviewing, validating, and interpreting all reports, analytics, exports, dashboards, summaries, and AI-assisted insights before relying on them for producer compensation, payment processing, accounting, tax, legal, compliance, financial reporting, or operational decisions.

Customer's Order Form may specify subscription limits, including limits based on premium volume, revenue lines processed, carrier statements processed, statement pages processed, policies in force, producers, users, agencies, entities, integrations, file storage, OCR usage, AI usage, AI tokens, support hours, or other usage metrics.

If Customer exceeds applicable limits, Port & Starboard may require Customer to upgrade to a higher plan, purchase additional usage, pay overage fees, reduce usage, or enter into a separate Order Form or statement of work.

Port & Starboard may also suspend Customer's access to CommissionScope, in whole or in part, (a) upon Customer's failure to pay undisputed fees when due, following at least ten (10) days' written notice; or (b) immediately where reasonably necessary to address a security threat to CommissionScope, Port & Starboard's systems, or other customers. Port & Starboard will restore access promptly once the basis for the suspension is resolved.

CommissionScope may include beta, pilot, early access, experimental, preview, or pre-release features. Such features are provided for evaluation and feedback and may be incomplete, unstable, unavailable, modified, discontinued, or never made generally available.

Customer acknowledges that beta, pilot, and early access features may contain bugs, errors, calculation limitations, OCR limitations, matching limitations, integration limitations, or reporting limitations. Customer is responsible for testing such features before using them in production or commission-critical workflows.

Discounted beta, pilot, or early access pricing may be temporary and may change upon renewal, general availability, plan change, or expiration of the applicable promotional period.

Unless otherwise stated in the applicable Order Form, CommissionScope support is provided by email, ticket, client portal, or other support channels designated by Port & Starboard. Port & Starboard will use commercially reasonable efforts to respond to standard support requests within two business days.

Support may include general product questions, troubleshooting, account assistance, bug reports, and reasonable guidance regarding standard product features. Support does not include commission program design, producer compensation consulting, legal review, accounting review, tax review, payroll support, Salesforce configuration, EZLynx configuration, data lake configuration, data migration, custom integrations, emergency work, after-hours work, or feature development unless included in the applicable Order Form or a separate statement of work.

Customer may purchase implementation, onboarding, configuration, migration, training, Salesforce integration, EZLynx integration, data lake integration, carrier statement setup, commission program setup, producer setup, data mapping, reporting setup, or other professional services related to CommissionScope. Such services will be governed by a separate Order Form, statement of work, services agreement, or implementation addendum.

Unless expressly stated in the applicable Order Form, subscription fees do not include custom implementation services.

Port & Starboard may improve, modify, enhance, update, replace, or discontinue CommissionScope features from time to time. Customer acknowledges that statements regarding future features, roadmap items, planned functionality, integrations, or enhancements are not binding commitments unless expressly included in an executed Order Form.

Customer may submit feedback, requests, ideas, or suggestions regarding CommissionScope. Port & Starboard may use such feedback without restriction or obligation to Customer, and any resulting improvements, features, products, or services will be owned by Port & Starboard.

Customer may export Customer Data during the subscription term using available export functionality. Upon termination or expiration of Customer's subscription, Customer is responsible for exporting Customer Data before access ends.

Unless otherwise stated in the applicable Order Form, Port & Starboard may retain Customer Data for up to ninety days following termination or expiration to allow for account restoration, transition, or export assistance. After that period, Port & Starboard may delete Customer Data from active systems. Customer Data may remain in backups for a limited period in accordance with Port & Starboard's standard backup and retention practices.

Port & Starboard has no obligation to retain Customer Data indefinitely or to provide custom data extraction, migration, restoration, reconciliation, audit, accounting, payroll, or producer payment support services after termination unless agreed in a separate statement of work or support arrangement.

All third-party product and company names referenced in these Product-Specific Terms, including Salesforce and EZLynx, are trademarks of their respective owners. Such owners are not affiliated with Port & Starboard and do not sponsor or endorse Port & Starboard or CommissionScope.