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MyProfessionalNet™ Subscription Agreement

MyProfessionalNet (hereinafter “MPN”) is a web-based subscription service providing access to professional education and business services for licensed professional service firms.  MPN is a separately branded operating division of Riverton Insurance Agency Corp. with its primary place of business located at 600 Main Street, Riverton, NJ 08077. Any reference in this agreement to “MyProfessionalNet” or “MPN” is deemed to refer to its corporate entity: Riverton Insurance Agency Corp., its subsidiaries, directors, officers, and employees (hereinafter “Riverton”). Riverton’s National Producer Number is 18404594 and California Producer Number is 0L81423. 

  1. MyProfessionalNet Annual Subscription and Fee
    • Subscription and Fee In consideration for the Client’s payment of the Subscription Fee, MyProfessionalNet shall provide Client with a one-year term in its MyProfessionalNet subscription, unless terminated sooner in accordance with the terms of this Agreement, effective the date you pay the Subscription Fee or as otherwise requested by the Client to take effect. MyProfessionalNet is unrelated to any insurance products generating commission to Riverton or licensed insurance producers distributing this product and provides Client access to education, training and other business services (“Services”) in exchange for Client’s payment of the Subscription Fee. Client consents to the payment of the Subscription Fee.  Client acknowledges and agrees that MyProfessionalNet services are separate from insurance underwriting, broking and related commissions.  Client acknowledges MyProfessionalNet provides independent value to Client. Client also acknowledges and agrees that the Subscription Fee is nonrefundable and fully earned at inception, irrespective of whether the Subscription was sold simultaneously with an insurance policy which is later cancelled or nonrenewed by Client or insurer. Client further acknowledges and agrees that the Subscription Fee is not part of the premium charged by any insurer and is in addition to any additional compensation Riverton or licensed insurance producers distributing this product may receive from insurers. Subscription shall entitle Client to the services provided for such Subscription as described in Exhibit A to this Agreement
    • Education MyProfessionalNet will grant Client a non-exclusive, non-transferable license to access the documents, information and other resources on the MyProfessionalNet website (“MPN Content”) for Client’s general use only; no MPN Content may be accessed or used by Client or others for purposes of developing, marketing, or selling products or services similar to those offered by MyProfessionalNet or any Service Provider (as defined in this Agreement) or for any purpose not authorized by this Agreement or the Terms of Use in effect on the MyProfessionalNet Client may not republish, distribute, or otherwise disclose any MPN Content to any person or entity. In addition, Client acknowledges and agrees that all MPN Content does not constitute legal advice. MyProfessionalNet does not guarantee and makes no assurances, representations, or warranties about the accuracy, completeness, or reliability of any information in any MPN Content, or the services provided to Client by any Service Provider.
    • Access to MyProfessionalNet As part of the MyProfessionalNet subscription provided to Client under this Agreement and described in Exhibit A, MyProfessionalNet shall provide Client with access to Service Providers, who, collectively, will provide Client with bundled services and resources, including access to the MyProfessionalNet website at MyProfessionalNet.com (“MPN website”). Client acknowledges and agrees that it may only access the MPN website in accordance with the Terms of Use and Privacy Policy displayed thereon at the time of such access.
    • Service Providers As part of the MPN subscription provided to Client under this Agreement and described in Exhibit A, MyProfessionalNet shall provide Client with access to Service Providers at pre-negotiated If Client engages a Service Provider through MyProfessionalNet, and the Service Provider accepts the engagement, MyProfessionalNet will ensure that the Service Provider invoices its services to Client at the Service Providers’ pre-negotiated rates with MyProfessionalNet. Client acknowledges that any services provided to Client by a Service Provider shall be provided directly to Client by the Service Provider, and not by or through MyProfessionalNet. The Service Providers will invoice Client directly for the costs of all services provided, and Client acknowledges and agrees that it is solely responsible for payment to each Service Provider. MyProfessionalNet, shall have no responsibility for or liability to Client or any Service Provider for any of costs, fees, or expenses of any kind by a Service Provider or Client in connection with a Service Provider. Client further acknowledges and agrees that Client will not seek payment, reimbursement or indemnification for any such costs, fees, or expenses from MyProfessionalNet.
    • Use of Services Client acknowledges and agrees that it has full discretion and is solely responsible for using and taking advantage of the services and products available to it under the MyProfessionalNet subscription and that MyProfessionalNet shall have no duty or obligation to Client to require Client to do Client shall not receive a discount, refund, or proration of the Subscription Fee for any portion of MyProfessionalNet available to it under this Agreement that are not used during the annual term applicable to the Subscription Fee. In addition, the allotment of hours and MyProfessionalNet Services available to Client under this Agreement shall not roll or carry over from term-to-term.
  2. Confidentiality and Publicity
    • Confidentiality Client acknowledges and agrees that this Agreement and the terms herein, as well as all MPN Content and the identity and costs and fee structures of all Service Providers that have been negotiated by MyProfessionalNet, is confidential and shall not be disclosed, published, or distributed to any person or entity outside of Client and shall not be used for any purpose except Client’s legitimate business purposes as permitted by this
    • Publicity Neither Party shall originate, produce, issue, or release, either by itself or through another person or entity, any written publicity, news release, marketing collateral, or other publication or public announcement relating in any way to this Agreement without the prior written approval of the
  3. Warranties and Limitations
    • Disclaimer of Warranties EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, MyProfessionalNet and its corporate entity, Riverton Insurance Agency Corp (including any director, officer or employee of Riverton INSURANCE AGENCY CORP. or its subsidiaries) DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY SERVICES OR PRODUCTS TO BE OR WHICH MAY BE PROVIDED TO CLIENT BY Riverton Insurance Agency Corp (including any director, officer or employee of Riverton INSURANCE AGENCY CORP. or its subsidiaries) OR ANY SERVICE PROVIDER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE SERVICES, CONTENT, OR LICENSES HEREIN (INCLUDING WITHOUT LIMITATION, THE ACCURACY, COMPLETENESS, TIMELINESS OR TRUTHFULNESS OF SUCH CONTENT).
    • Non-Liability Client acknowledges and agrees that the MyProfessionalNet Subscription provided by MyProfessionalNet under this Agreement includes referrals to Service Service Providers are referred on the basis of their reputation and quality of services provided and are expected to provide services and products that comport with or exceed industry standards. MyProfessionalNet is not, and may not be, liable or responsible for any unsatisfactory services or products provided by any Service Provider. MYPROFESSIONALNET MAKES NO WARRANTY OR GUARANTEE, NEITHER EXPLICIT NOR IMPLIED, THAT ANY SERVICE PROVIDER WILL SATISFACTORILY PERFORM OR PROVIDE ITS CONTRACTED SERVICES AND/OR PRODUCTS TO CLIENT. MYPROFESSIONALNET IS NOT LIABLE FOR ANY UNSATISFACTORY SERVICES OR PRODUCTS PROVIDED BY ANY SERVICE PROVIDER OR FOR ANY CLAIMS ARISING FROM, IN CONNECTION WITH, OR AS A RESULT OF ANY SERVICE PROVIDER’S INABILITY OR FAILURE TO PERFORM THEIR AGREED SERVICES OR PRODUCTS IN ANY WAY. Although MyProfessionalNet may suggest or refer a Services Provider, Client agrees that it is Clients’ sole responsibility to determine if the Service Provider is satisfactory for Clients’ needs or purposes.

LIMITATION OF LIABILITY. MYPROFESSIONALNET LIABILITY TO CLIENT, IF ANY, ARISING FROM, IN CONNECTION WITH, OR AS A RESULT OF THIS AGREEMENT, WHETHER DIRECTLY OR INDIRECTLY, IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY EACH CLIENT FOR MYPROFESSIONALNET SUBSCRIPTION DURING THE PERIOD OF ONE (1) YEAR FROM THE DATE OF PURCHASE. MYPROFESSIONALNET WILL NOT BE LIABLE TO CLIENT FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, MULTIPLIED, PUNITIVE OR ANY OTHER TYPE OF DAMAGES EVEN IF MYPROFESSIONALNET HAD BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, SUCH ITEMS AS LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES. ANY CLAIM BROUGHT AGAINST MYPROFESSIONALNET ARISING FROM, IN CONNECTION WITH, OR AS A RESULT OF THIS AGREEMENT MUST BE INITIATED WITHIN ONE (1) YEAR FROM THE DATE THE CLAIM FIRST COULD HAVE BEEN MADE OR BE FOREVER BARRED. THE REMEDIES MEMORIALIZED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO CLIENT AS AGAINST CYBER SPECIAL OPS.

  1. Term and Termination
    • Term The Initial Term of this Agreement with Client shall commence on the Effective Date and shall remain in full force and effect for one (1) year (the “Initial Term”), unless sooner terminated as provided Immediately following the expiration date of the Initial Term (or any applicable Renewal Term), this Agreement shall automatically renew for a successive one (1) year Renewal Term unless a Party notifies the other Party in writing of its intent not to renew the Agreement prior to the expiration date. The Term of this Agreement shall include the Initial Term and all Renewal Terms.
    • Termination Subject to Section 5 Use of Services, either Party may terminate this Agreement for any reason and at any time upon providing written notice to the other Party.
    • Effect of Expiration or Termination In the event Client terminates this Agreement or a Client terminates its MyProfessionalNet Subscription, MyProfessionalNet’s obligations under this Agreement and/or such contract with Client shall cease immediately and neither this Agreement nor the terminating Client’s MyProfessionalNet Subscription will In any such case Client shall not receive a return or refund of any portion of the Subscription Fee already paid by or invoiced to the terminating Client and shall remain responsible for paying MyProfessionalNet any unpaid portions of Subscription Fee paid by Client in accordance with this Agreement. In the event of a termination of this Agreement by MyProfessionalNet, access to the MyProfessionalNet Subscription shall cease immediately upon such termination and the Agreement will not renew, but MyProfessionalNet shall refund to Client a pro-rata share of Clients’ remaining Subscription Fee for that Term.
    • Survivability All of the Parties’ other rights and obligations under this Agreement shall survive the termination of this Expiration or termination of this Agreement by either Party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either Party from any liability for breach of such Party’s obligations under this Agreement. Neither Party shall be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a Party shall be without prejudice to any other right or remedy of such Party under this Agreement or applicable law or equity.
  2. Inability to Perform The failure in whole or partly of MyProfessionalNet to perform under this Agreement due to act of God; inevitable accident; fire; lockout, strike or other labor dispute; riot or civil commotion; act of public enemy, enactment, rule, order or act of government or governmental instrumentality (whether federal, state, or local); act of war; or outage of Internet backbone or services, shall not constitute a breach of this Agreement by MyProfessionalNet, except to the extent of refunding any advance payments remitted by Client for the service or costs not
  3. Arbitration of Disputes Any dispute, claim, or controversy arising from, in connection with, or as a result of this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be finally determined by arbitration exclusively in Burlington County, New Jersey before one arbitrator. The arbitration shall be administered by the American Arbitration Association (“AAA”) or such other alternative dispute resolution provider upon which the Parties may agree in writing pursuant to

AAA’s or the alternative dispute resolution provider’s then current Commercial Arbitration Rules and Mediation Procedures. Judgment on the award may be entered in any court having jurisdiction over either one or both Parties.

  1. Waiver The waiver by either Party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have under this Agreement operate as a waiver of any right or remedy.
  2. Governing Law; Construction
    • This Agreement shall be construed in accordance with and governed exclusively by the laws of the State of New Jersey without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the laws of the New Jersey to the rights and duties of the
    • This Agreement has been negotiated by the Parties and shall be interpreted fairly in accordance with its terms and without any construction in favor of or against either As used in this Agreement, “include,” “includes,” “including,” and “e.g.” shall mean “including, without limitation.”
    • The captions and section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.
    • This Agreement shall be construed without regard to any presumptions or rules requiring construction against the party causing the instrument to be
  3. Relationship of Parties The Parties each agree that the relationship created by this Agreement is that of independent contractor, and not that of employee and employer, and shall not be construed
  4. Notices Any notices required by this Agreement shall be in writing and delivered personally, properly mailed via first class mail, or sent by nationally recognized, private industry express courier service, to the address listed for each Party at the beginning of this Agreement. Any notices also must be emailed to the receiving Party prior to or contemporaneous with mailing and/or All emails to MyProfessionalNet must be directed to [email protected].
  5. Severability If the application of any provision of this Agreement to any particular facts or circumstances shall for any reason be held to be invalid, illegal, or unenforceable by a court, arbitrator, or other tribunal of competent jurisdiction, then (a) the validity, legality, and enforceability of such provision as applied to any other particular facts or circumstances, and the other provisions of this Agreement, shall not in any way be affected or impaired thereby and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the Parties. In addition, if any provision contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it to be enforceable to the extent compatible with applicable
  6. Entire Agreement and Amendment This Agreement (including any attachments or exhibits attached hereto) is the final, complete and exclusive agreement of the Parties with respect to the subject matter herein and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications, and agreements, whether written or oral, between the Parties relating to the subject matter No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.
  7. Assignment. This Agreement, and any rights Client may have under it, may not be assigned or transferred by

 

Exhibit A

Your membership to MyProfessionalNet™ includes the following resources providing you have appropriately registered at www.MyProfessionalNet.com :

Education

MPN Standard Content: Unlimited access to a library of professional development content including many courses approved for Continuing Education credits.

MPN Paid Content: Access to specialized Continuing Education and Professional Development content at significantly discounted rates

Services

10 Point Contract Review Services: Unlimited access (under typical usage patterns) to pre-approved contract review professionals to perform industry standard review of the 10 most important contract provisions. 

Outside Legal Review of Contracts: Access to pre-approved specialty attorneys to perform legal review of contracts at significantly discounted rates.

Business Service Consultants: Access to pre-approved specialty business consultants at significantly discounted rates.

Effective as of 2/01/2023

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