These terms GOVERN YOUR USE OF THE WEBSITEs AND THE SERVICES, INCLUDING BUT NOT LIMITEDTO, COMPANY DATA, “DASHBOARD”, “SYSTEM ADMIN”, “AGENCY ADMIN”, “USER ADMIN”, “TOOLS”, “LEADS”, “HELP CENTER”, AND “IN FORCE” AND ARE LEGALLY BINDING ON YOU. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE WEBSITES AND/OR THE SERVICES OR ANY INFORMATION CONTAINED ON THE WEBSITES OR SERVICES. YOUR USE OF THE WEBSITES AND/OR THE SERVICES SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. YOU AGREE THAT COMPANY MAY MAKE CHANGES TO THESE TERMS AT ANY TIME WITHOUT PRIOR NOTICE. COMPANY WILL NOTIFY YOU OF SUCH REVISIONS BY POSTING AN UPDATED VERSION OF THESE TERMS ON THE WEBSITES. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS. YOUR CONTINUED USE OF THE WEBSITES AND/OR THE SERVICES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES IN THE TERMS. IN ADDITION, COMPANY MAY MAKE CHANGES TO THE WEBSITES AND SERVICES AT ANY TIME.
II. General Use Restrictions
Except as expressly stated herein or any applicable Master Agreement, you acknowledge that you have no right, title or interest in or to the Websites, the Services and the Company Data (as defined in the “Data Ownership” section).
III. Account Registration and Password Protection
Prior to gaining access to the Websites and/or Services, the Company may require you to set up a username and password (the “Account”). The Company may allow you to set up additional users within your Account. Subject to applicable law, you agree to be liable for all uses and users of your Account whether or not actually authorized by you, including, but not limited to uses of your password(s) and Account to access the Websites and/or the Services.
Accounts are subject to cancellation or suspension by the Company at any time, including upon the misuse of the account or breach of these Terms. You agree to assume sole responsibility for the security of the password(s) in connection with your Account(s). In addition, you agree to ensure that you will use your best efforts to prevent any third party from obtaining your password(s), and you shall inform the Company immediately in writing of any actual or potential unauthorized access to you Account the Websites or the Services.
IV. User Information
You agree to: (i) provide true, accurate, current, and complete information about yourself and/or your company, as appropriate, as prompted by the Company, the Websites or the Services, including, but not limited to, your email address for notices and any other communications; (ii) maintain and promptly update the foregoing to keep it true, accurate, current, and complete; and (iii) provide any other information that the Company, the Websites or the Services may request of you from time to time for purposes reasonably related to your use of the Websites or Services.
V. Data Ownership
a. Company Lead Data
The term “Company Lead Data” means all lead data provided to you by the Company or made available to you by the Company, including but not limited to data provided to you through your use of the Websites and/or the Services. You acknowledge and agree that you have the ability to add, edit, or delete Company Lead Data and that any such modifications of the Company Lead Data will become part of the Company Lead Data.
Company Lead Data is the sole property of the Company. The Company will undertake commercially reasonable measures to ensure the accuracy of the Company Lead Data.
b. Company New Business Data
The term “Company New Business Data” means data associated with any pending application information, pending account information, or product information which has been submitted to an insurance company or product provider for which the Company is understood to be in the product distribution channel. Company New Business Data includes, without limitation, any client contact information, policy information, account information, product information, user attached documents, task reminders, notations and/or files. You represent and warrant that any user-modified information is accurate. You acknowledge and agree that you have the ability to add, edit, or delete Company New Business Data and that any such modifications of the Company New Business Data will become part of the Company New Business Data.
The Company New Business Data is the sole property of the Company. The Company will undertake commercially reasonable measures to ensure the accuracy of the Company New Business Data.
c. Company Inforce Data
The term “Company Inforce Data” means data records which are created by the Company and/or data records relating to policies, accounts, and products which are written through the Company’s product distribution channel.
Company Inforce Data is the sole property of Company. Company will undertake commercially reasonable measures to ensure the accuracy of the Company Inforce Data. You acknowledge and agree that you have the ability to add, edit, or delete Company Inforce Data and that any such modifications of the Company Inforce Data will become part of the Company Inforce Data.
The Company Inforce Data is the sole property of the Company. The Company will undertake commercially reasonable measures to ensure the accuracy of the Company Inforce Data.
d. Company Data
Company Lead Data, Company New Business Data, and Company Inforce Data are collectively referred to as “Company Data”.
You acknowledge and agree Company Data may include certain errors, omissions, outdated information which may affect the quality of the Company Data.
e. User Data
The term “User Data” means data relating to leads, applications, policies, accounts, and products in which you obtain(ed) independently from the Company and which were not written through or provided by the Company, the Websites or the Services. The term “User Data” shall not mean any data that constitutes Company Data. Solely by way of example, your independent book of data that you wrote or obtained outside of the Company’s product distribution channel, even if you integrate such data into the Websites or Services (i.e., management of such data on the Websites) constitutes User Data.
User Data is solely your property. The Company has no liability for the User Data and you hereby agree to be liable for all uses of the User Data.
f. Company Marketing
i. User Data Marketing
Should you choose to opt in to Company marketing regarding User Data (“User Data Marketing”), you authorize the Company and/or Third Parties to market, promote, and communicate to the clients contained within the User Lead Data.
ii. Company Automated Marketing
The Company may utilize Third Party Affiliates, including but not limited to a direct mail house, e-mail marketing system, and a data analytics system, to promote, market, or otherwise facilitate communication to the clients contained within the Company Data and/or the User Data (“Company Automated Marketing”). If you subscribe to the Company Automated Marketing, you authorize the Company to share Company Data (and client data thereto) and User Data (and client data thereto) with Third Party affiliates for the purpose of facilitating Company Automated Marketing.
g. Existing Agreements
These Terms do not supersede any agreements relating to the use of data that you may have directly or indirectly with insurance carriers or product providers.
h. Company Data License
Should the Company grant you access to Company Data, you accept such access as a nontransferable and nonexclusive limited license. Nothing in these Terms shall be interpreted to mean, and the Company does not grant you, any right or license to enter into sublicenses or redistribution agreements with respect to any portion of the Company Data. You represent and warrant that in the event that the Company grants you use of Company Data, you will only use Company Data for internal business purposes. Access to the Company Data is limited to certain users and Company Data is not public information.
VI. Trademarks and Copyrights
The trademarks, service marks, brands, names, logos, and designs (the “Trademarks”) of the Company or others used on the Websites and in the Services are the property of the Company or their respective owners. The Trademarks include, but are not limited to, “Advisor HQ.” You may not remove or alter any Trademark. You may not use any trademark displayed on the Websites or in the Services without the express prior written permission of the Company or the respective owner, and nothing contained on Websites or in the Services grants by implication, waiver, estoppel or otherwise, any right to use such Trademarks. All of the materials appearing on the Websites and in the Services, including but not limited to, text elements, website design, user interfaces, processes, images and icons, as well as the selection, assembly and arrangement thereof, and the code, database and architecture are the sole property of the Company copyright 2010, unless otherwise specified. All rights not expressly granted herein and/or in any applicable Master Agreement are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.
VII. General Use Restrictions
You are prohibited from taking any action to circumvent or attempt to circumvent the security and access control provisions of the Websites and the Services. Such prohibited conduct includes, without limitation, any efforts to (a) log in to an Account with a password not assigned to you, (b) access personally identifiable information not intended for you, (c) test the security measures on the Websites and/or the Services and/or attempt to identify system vulnerabilities, (d) impersonate any other user of the Websites and/or the Services, (d) modify, reverse engineer, disassemble, decompile or otherwise attempt or allow others to attempt to discover the underlying computer code for the Websites and/or the Services, or (f) overwhelm or disable the Websites or the Services or interfere with the access and use of the Websites and/or the Services by any other user. If the Company becomes aware of any of the foregoing activities, the Company may investigate and may respond, and when appropriate, the Company may work with law enforcement authorities in such investigations and for the purpose of prosecuting offenders.
You agree to defend, indemnify and hold harmless the Company and its Third Party Affiliates, including but not limited to, its representatives, partners, agents, shareholders, members, directors, officers and employees from and against any and all liabilities, claims, costs and expenses, including reasonable attorneys’ fees, that arise out of or in connection with your use of the Websites, Services and/or the Company Data, or a breach of these Terms.
IX. Disclaimer of Warranty
You acknowledge and agree the Websites, Services and/or the Company Data may include certain errors, omissions and/or outdated information which may affect the quality of the Websites, Services and/or the Company Data. You acknowledge and agree that the Company does not warrant the accuracy or timeliness of the Company Data and further agree that the Company has no liability for any errors or omissions in the Company Data, whether provided by the Company or otherwise.
THE COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED ON THE webSITEs AND/OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE COMPANY DATA, ANY THIRD PARTY SOFTWARE AND ANY THIRD PARTY CONTENT. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE webSITES AND/OR THE SERVICES AND ANY INFORMATION OR COMPANY DATA CONTAINED ON THE WEBSITES IS PROVIDED TO YOU ON AN “AS IS” AND “WHERE-IS” BASIS, AND IS FOR PERSONAL USE OR INTERNAL BUSINESS USE ONLY. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED. THE COMPANY PROVIDES THE SERVICES “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND.
X. Limitation of Liability
NEITHER THE COMPANY NOR ANY OF ITS THIRD PARTY AFFILIATES, INCLUDING BUT NOT LIMITED TO ITS AGENTS, shareholders, officers, directors, PARTNERS, employeesOR PROVIDERS OF THIRD PARTY SOFTWARE OR THIRD PARTY CONTENT SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FORM OF DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATED TO THE USE OR ATTEMPTED USE OF THE WEBSITES OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE RESULTS OF YOUR USE OF THE WEBSITES AND/OR THE SERVICES, ANY TRANSACTIONS RELATED TO THE ACQUISITION OF OR USE OF COMPANY DATA OR INFORMATION, OR ANY EXTERNAL WEB SITES LINKED TO THE WEBSITES OR SERVICES, OR THE MATERIALS ON THE WEBSITES AND THE SERVICES, HOWEVER ARISING, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF THE COMPANY WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
XI. Independent Contractors
You and the Company are independent contractors with respect to each other. Neither party is an employee, agent, representative, broker, or partner of the other unless the user has entered into an express written Employment Agreement with the Company. These Terms shall not be construed to create an association, joint venture, or partnership between you and the Company.
XII. Links to Third Party Site(s)
XIII. DMCA Policy
If you are notifying the Company of alleged copyright infringement, please be sure to provide the following information in the form required by 17 USC Section 512:
a. A description of the copyrighted work that you allege is being infringed, or, if multiple copyrighted works covered by a single notification, a representative list of such works;
b. A description of the allegedly infringing material and information sufficient to permit us to locate the material;
c. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and/or an electronic mail address;
d. A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, or its agent, or the law; and
e. A statement by you that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed.
XIV. Designated Agent for Notification of Claimed Copyright Infringement
Attn: Aaron Giroux/Legal
2741 Walnut Avenue, Suite 100
Tustin, CA 92780
P: 714-634-8660 F: 714-6343972
We may terminate the privileges of any user who uses the Websites and/or Services unlawfully to transmit copyrighted material without a license, express consent, valid defense or fair use exemption to do so.
The Company controls and operates the Websites and Services from its headquarters in the United States and makes no representation that the Websites, the Services or the Company Data are appropriate or will be available for use in locations other than the United States. If you use the Websites or the Services from outside the United States, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries in relation to the Company Data.
You may not assign, voluntarily, by operation of law, or otherwise, any rights or delegate any duties under these Terms without the Company’s prior written consent, and any attempt to do so without that consent will be void. We may assign any of our rights under these Terms without your prior written consent, to any third party. These Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
You represent and warrant that you will undertake best efforts to ensure the accuracy of your personal identifiable information in your Account(s).
The Terms are governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You shall bring all disputes, actions, claims, or causes of action related to the Terms or in connection with the Websites, Services or Company Data only in the federal and state courts located in Orange County, California. If any provision of the Terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as closely aspossible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of the Company to enforce any right or provision in the Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing.
In the event of any dispute between you and the Company regarding these Terms, the Websites, the Services or Company Data, the prevailing party shall be entitled to reimbursement of its reasonable attorneys’ fees and costs from the non-prevailing party.
These Terms comprise the entire agreement between you and the Company and supersede all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein. With exception to any applicable Master Agreement and the Company’s rights to modify these Terms as described above, these Terms may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties.