End User License Agreement

Exigis® RiskWorks® End User License Agreement
Terms of Service – Version 3.0, updated on: 10/29/2026

This is the agreement every user accepts when logging in to RiskWorks. It is posted here so customers and users can review it at any time.

IMPORTANT – READ CAREFULLY: By clicking the “Agree” button, you confirm that you: (i) are an individual Authorized User as defined below; (ii) have read and specifically acknowledge the Important Changes summarized above; and (iii) have read, understand and agree to be bound by this End User License Agreement (“Agreement”). If you do not agree, click “Decline.” You will not be able to access RiskWorks until you agree.

This Agreement replaces all prior versions of the RiskWorks and Complianz End User License Agreement. Users who accepted a prior version must accept this version to continue using RiskWorks.

This Agreement is between you (the “Authorized User” or “User”) and Exigis, LLC (“Exigis”), and is effective on the date you click “Agree” (the “Effective Date”).

1. Definitions

1.1 RiskWorks. “RiskWorks” means the proprietary online Exigis RiskWorks platform, including RiskWorksPS, and all RiskWorks modules, applications and interfaces, including Complianz, rm.Compliance, rm.Exposures, rm.RiskControl, rm.Incidents, rm.Contracts, rm.Documents, rm.Certificates, rm.Policies, rm.Allocations, rm.TradeFinance, rm.BankAccounts, rm.Reports and RiskWorksAPI, together with all related software, technology, documentation and services, whether now offered or added later.

1.2 Authorized User. “Authorized User” or “User” means an individual natural person who has received a unique User ID granting a limited, non-transferable license to access and use RiskWorks under this Agreement. An Automated Tool is not a User, even when it is operated by or on behalf of a User. Users may not assign their rights or delegate their duties under this Agreement without Exigis’s prior written consent.

1.3 User ID. “User ID” means the unique username, password, multi-factor authentication method and any active login session assigned to or established by a User.

1.4 Customer. “Customer” means the organization that has a written agreement with Exigis for RiskWorks (the “Customer Agreement”) and through which a User is given access, either as Customer’s employee or representative or as one of Customer’s vendors, contractors or other third parties.

1.5 Registration Data. “Registration Data” means the information and documents a User submits or RiskWorks collects during registration or later, including: (i) the User’s name, telephone number, email address and mailing address; (ii) IP address; (iii) employer name, mailing address and Employer Identification Number; (iv) insurance broker or agent contact information; (v) information about insurance policies and programs; and (vi) contract and insurance documents such as certificates of insurance, endorsements, memorandums of insurance and automobile identification cards.

1.6 Account. “Account” means the User’s profile in RiskWorks containing Registration Data and other account information, which the User may update through the “My Account” page.

1.7 AI System. “AI System” means any artificial intelligence or machine learning model, system or service, including large language models, generative AI tools, AI assistants and AI agents, whether operated by the User, by Customer or by a third party.

1.8 Automated Tool. “Automated Tool” means any bot, crawler, scraper, script, robotic process automation, AI System, AI-enabled browser or browser extension, or other software that accesses, navigates, views, queries or extracts information from RiskWorks without the User performing each action manually. Automated Tools do not include single sign-on, password managers, standard web browser functions, or assistive technologies that a User with a disability needs to access RiskWorks, provided they do not transmit Exigis Materials to an AI System.

1.9 Exigis Materials. “Exigis Materials” means RiskWorks and all related documentation, user interfaces, compliance frameworks, insurance requirement sets and templates, rule sets, workflows, letter and email templates, report formats and other content created or provided by Exigis, including where they appear in reports or other outputs of RiskWorks. Exigis Materials do not include the User’s own Registration Data or Customer’s data.

1.10 Confidential Information. “Confidential Information” means any non-public information or materials provided by a party under this Agreement that are reasonably understood to be confidential, including the Exigis Materials and the User ID.

1.11 Privacy Policy. “Privacy Policy” means the RiskWorks Privacy Policy, available through the link on the RiskWorks login page.

2. Registration, Credentials and Sessions

2.1 Registration. To access RiskWorks, a User must accept this Agreement and complete registration. Exigis may decline any registration in its discretion.

2.2 Registration Data. The User will keep Registration Data current, complete and accurate. Exigis may suspend or terminate access if Registration Data is inaccurate, incomplete or out of date.

2.3 Credentials and Sessions. The User ID is personal to the User. The User will not:

1. share the User ID, password, multi-factor authentication codes or session tokens with any other person or with any Automated Tool;
2. allow any other person or any Automated Tool, including an AI agent, AI-enabled browser or browser extension, to operate within, view, read, capture or control the User’s logged-in session; or
3. use another person’s User ID.

2.4 Responsibility for Account Activity. All activity under the User’s User ID or in the User’s session is treated as the User’s activity, and the User is responsible for it. Exigis is not liable for any loss caused by another person or an Automated Tool using the User ID, with or without the User’s knowledge. The User may be held liable for losses Exigis or others incur as a result.

2.5 Reporting. The User will notify Exigis immediately of any actual or suspected unauthorized use of the User ID, any exposure of the User ID or session, or any use of an Automated Tool in breach of this Agreement, and will change the password and cooperate with Exigis’s investigation.

2.6 Use of Information. Exigis may use Registration Data and other information that Users provide or that RiskWorks collects to provide, support, secure and improve RiskWorks, as described in the Privacy Policy and, for information belonging to Customer, as permitted by the Customer Agreement. Exigis does not acquire ownership of Customer’s data under this Agreement.

3. Use Rights and Restrictions

3.1 Permitted Access. The User may access and use RiskWorks only (i) through the RiskWorks user interface, acting individually, or (ii) through RiskWorksAPI, if Customer has licensed it and the User is authorized to use it. Use is limited to Customer’s or the User’s own business purposes in connection with RiskWorks.

3.2 No Automated Tools. The User will not use, or allow any person to use, an Automated Tool to access, navigate, view, query, copy or extract any part of RiskWorks or the Exigis Materials, except through RiskWorksAPI under Section 3.1(ii) or with Exigis’s prior written consent.

3.3 No AI Use of Exigis Materials. The User will not input, upload or otherwise provide Exigis Materials to any AI System, including by allowing an AI System to view, read or capture any page, screen or session of RiskWorks. The User will not use Exigis Materials to train, fine-tune, prompt, ground, evaluate or improve any AI System. This Section 3.3 does not apply to AI features that Exigis provides within RiskWorks.

3.4 No Copying or Reverse Engineering. The User will not modify, distribute, prepare derivative works of, reverse engineer, disassemble, decompile or otherwise attempt to copy, replicate, imitate or reproduce RiskWorks, its code or the Exigis Materials. The User may print, download and export reports and data through the standard features of RiskWorks for Customer’s or the User’s internal business use.

3.5 No Competitive Use. The User will not access or use RiskWorks or the Exigis Materials to design, build, benchmark or improve a product or service that competes with RiskWorks, or to assist anyone else in doing so, and will not give a competitor of Exigis access to RiskWorks or the Exigis Materials.

3.6 No Security Testing. The User will not probe, scan, test or attempt to circumvent the security, authentication or access controls of RiskWorks, or attempt to access data the User is not authorized to see, including the data of any other Exigis customer, without Exigis’s prior written consent.

3.7 No Abuse. The User will not use RiskWorks (i) in a way that abuses or disrupts the networks, security systems, services or software of Exigis, or (ii) to communicate any material that is harassing, threatening, obscene, defamatory or otherwise unlawful.

3.8 User’s Own Information. Nothing in this Section 3 restricts the User’s or Customer’s use of their own Registration Data or Customer’s data, including data exported from RiskWorks, for any lawful purpose.

3.9 No Representations. The User will not make any representations on behalf of Exigis about Exigis, RiskWorks or this Agreement.

3.10 Limited Grant. No rights are granted to the User except as expressly set out in this Agreement.

4. Monitoring, Suspension and Termination

4.1 Term. This Agreement begins on the Effective Date and continues until terminated.

4.2 Monitoring. The User acknowledges that Exigis monitors access to and use of RiskWorks, including login activity, session behavior, usage volumes and the tools used to access RiskWorks, to protect its security and to verify compliance with this Agreement, as described in the Privacy Policy.

4.3 Suspension. Exigis may rate-limit, block or suspend the User’s access if Exigis reasonably believes the User has breached Section 2.3 or Section 3, or that there is a risk to the security of RiskWorks or of any data in it. Where there is a security risk, Exigis may suspend access immediately and without prior notice. Exigis may notify Customer of any suspension and the reason for it.

4.4 Termination for Cause. Exigis may terminate this Agreement and the User’s access immediately if the User breaches any material obligation under this Agreement. A breach of Section 2.3 or Section 3 is a material breach.

4.5 Effect of Termination. When this Agreement terminates, the User will immediately stop accessing and using RiskWorks and will not represent that they are a User of RiskWorks.

5. Confidential Information

The User acknowledges that RiskWorks and the Exigis Materials are Exigis’s intellectual property and contain Exigis’s Confidential Information. Without Exigis’s prior written consent, the User will not: (i) use Confidential Information for any purpose other than as permitted under this Agreement; (ii) disclose, provide, transmit, copy or make available Confidential Information to any person, entity or AI System; or (iii) permit any person, entity or AI System to use Confidential Information. The User will protect Confidential Information with at least the care a prudent owner uses to protect its own confidential information. The User ID is Confidential Information and may not be disclosed, shared, transferred or assigned.

6. Disclaimer of Warranties

Each party warrants to the other that it has the authority to enter into and perform this Agreement without the consent of any third party or breach of any other agreement.

EXCEPT AS PROVIDED IN THE CUSTOMER AGREEMENT, RISKWORKS IS PROVIDED TO THE USER “AS IS,” AND THE USER’S ACCESS TO AND USE OF RISKWORKS IS AT THE USER’S OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXIGIS DISCLAIMS ALL WARRANTIES AND CONDITIONS TO THE USER, WHETHER EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EXIGIS DOES NOT WARRANT TO THE USER THAT RISKWORKS WILL MEET THE USER’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY OR ERROR-FREE.

7. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXIGIS WILL NOT BE LIABLE TO THE USER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF DATA, INCOME, OPPORTUNITY OR PROFITS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY. EXIGIS’S MAXIMUM LIABILITY TO THE USER UNDER THIS AGREEMENT IS $25.00. THIS SECTION 7 DOES NOT LIMIT EXIGIS’S OBLIGATIONS TO CUSTOMER UNDER THE CUSTOMER AGREEMENT.

8. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of New York, without regard to its choice of law rules. The state and federal courts located in New York, New York have exclusive jurisdiction over any action arising out of this Agreement, and the User submits to their jurisdiction. Where the User accesses RiskWorks on behalf of a Customer, the governing law and venue provisions of the Customer Agreement apply instead to any dispute between Exigis and Customer.

9. Intellectual Property

Exigis’s trademarks include “Exigis,” “RiskWorks,” “RiskWorksPS,” “RiskWorksAPI,” “Complianz,” “Risk Management Operating System,” “RMOS” and the names of the RiskWorks modules listed in Section 1.1. RiskWorks and the Exigis Materials are protected by copyright, trade secret, trade dress and other laws of the United States and other countries and remain at all times the property of Exigis. Exigis reserves all rights not expressly granted to the User. The User assigns to Exigis all rights in any derivative work the User creates in breach of this Agreement. The User will keep any non-public information learned about RiskWorks confidential and will not disclose it to any person, entity or AI System. This Section 9 survives termination of this Agreement, as do Sections 2.4, 2.5, 3.3, 3.5, 5, 7 and 8.

10. Notices

Exigis may give Users notice by email, by mail or by posting in RiskWorks. Notices to Exigis should be sent by email to support@exigis.com or by mail to Exigis, LLC, Attn: Corporate Security, 1120 Avenue of the Americas, 4th Floor, New York, NY 10036.

11. Updates to This Agreement

Exigis may update this Agreement from time to time. Exigis will notify Users of material changes, and Users may be required to accept the updated Agreement before continuing to use RiskWorks. A User who does not accept an updated Agreement must stop using RiskWorks. Exigis keeps a record of each User’s acceptance, including the date, time and version accepted.

12. Relationship to the Customer Agreement

Where a User accesses RiskWorks through a Customer, this Agreement applies in addition to the Customer Agreement and does not amend it. If this Agreement conflicts with the Customer Agreement, the Customer Agreement controls as between Exigis and Customer. The User’s obligations under Sections 2.3 and 3 apply in all cases.

13. Additional Terms

13.1 Relationship of the Parties. The User and Exigis are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary or employment relationship.

13.2 Assignment. The User may not assign any rights (including the User ID) or delegate any duties under this Agreement. Any attempted assignment or delegation is a material breach of this Agreement.

13.3 Force Majeure. Neither party is responsible for any delay or failure to perform caused by events beyond its reasonable control, for as long as those events continue.

13.4 Compliance with Laws. The User will comply with all applicable laws and regulations, including export, privacy and data protection laws, in using RiskWorks. Exigis may terminate this Agreement immediately if it determines that the User is not in compliance. Exigis may modify RiskWorks at any time.

13.5 No Waiver. Exigis’s failure to enforce any term of this Agreement is not a waiver of its right to enforce that term later.

13.6 Severability. If a court finds any provision of this Agreement invalid or unenforceable, that provision will be severed and the remaining provisions will remain in effect.

13.7 Headings. Headings are for convenience only and do not affect interpretation.

13.8 Controlling Language. The English version of this Agreement controls. Any translation is for information only.

Version 3.0, updated on: 10/29/2026.