Insured Connect LLC (“IC”, “we”, “us” and terms of similar meaning) provides this web site and the services provided by or through this web site to our Insurance Providers’ (as defined below, and also referred to herein as “you” or words of similar import) customers subject to these terms and conditions of use (these “Terms”). Where these Terms refer to a “party” this term means either you or us, or both of us, as applicable.
In these Terms we refer to this web site, any successor web sites (together, the “Site”) and any software or applications that we provide through the Site as the “Application”. The Application includes the IC Platform and its various present and future components, including Nic Advisor, Nic Distributor, Nic Carrier, and others. We refer to the services provided by the Application (including any API that we provide) as the “Services”, and we refer to the Application, the Services and the Content (as defined below) collectively as the “IC Materials”.
The Services are designed to assist Insurance Providers in managing relationships among and information exchanged between themselves related to the creation, distribution, management, administration, sale and servicing of Insurance Products and the end purchasers / customers of those products.
In these Terms we use the following defined terms when we refer to these matters:
- “Data”: the data and other information (including End User Data) that our users (including End Users and Insurance Providers) provide to us in the course of or for the purpose of their use of the Services (and we use the term “your Data” to refer to Data (including End User Data) that you provide to us in the course of or for the purpose of your use of the Services. For clarity, if two or more Users provide the same Data to IC, that data is Data of each such User);
- “End User Data”: the data and other information relating or identifiable to a particular End User (for clarity, including any Data that is, under any applicable privacy law, personal information of that End User) that our users (including End Users and Insurance Providers) provide to us in the course of or for the purpose of their use of the Services (including without limitation the End User Data that you provide to us in the course of or for the purpose of your use of the Services. For clarity, if two or more Users provide the same End User Data to IC, that data is End User Data of each such User);
- “End Users”: the end purchasers / customers of Insurance Products who use the Application to interact with or receive Services from Insurance Providers (including without limitation those End Users who from time to time have an account with you, or who purchase or hold your Insurance Products);
- “Insurance Providers”: the companies and individuals that are involved in the creation, distribution, management, administration, sale and servicing of Insurance Products and their purchasers that use the Application to interact with or provide Services to End Users or other such companies and individuals;
- “Insurance Products”: the insurance products that Insurance Providers create, distribute, manage, administer, sell or service (and we use the term “your Insurance Products” to refer to the Insurance Products that you create, sell, market, manage, administer, sell or service); and
- “Users”: the End Users and Insurance Providers that use the IC Materials.
In Simple TermsThis section sets out what Insured Connect services are designed to do. This is also where we define all the terminology you’ll find throughout the End User License Agreement.
Please read these Terms carefully before using the Services. By acknowledging that you have read the End User License Agreement and by using the Services you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Services.
These Terms are a legal agreement between you and IC, and no other person. They do not amend or modify any legal agreement you may have or from time to time have with any End User, Insurance Product and Service Provider or other person. For example, if you sold a Insurance Product to an End User, any rights or obligations you or they may have from or to the other under any legal agreement you may have with each other at any time are not affected in any way by these Terms.
In Simple Terms
If you use IC Services, it means that you agree to the Terms set out below. That’s why we recommend that you read them fully before using our Services. If you don’t agree to the Terms, you must stop using the Service.
We will change the Terms from time to time, but we will let you know when we do. If you don’t like the changes we’ve made, you need to stop using the Services. And at any time, if you have questions about the Terms, please let us know.
1. Registration Data; Account Security
If you obtain an account on the Services, you agree to (a) provide accurate, current and complete information (e.g. name, address, email, mobile number (for user authentication purposes and record keeping), etc.) as may be prompted by any registration forms we provide for the Services (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to IC, and to keep it accurate, current and complete; and (d) accept all risks of access to the Services if you share your Registration Data with others. You are responsible for all activity on your IC account, and for all charges incurred by your IC account. Notices that we are required under these Terms to send to you shall be sent to the contact info that you maintain in your Registration Data. We are not responsible for any loss or damage to you if you do not keep your Registration Data up to date.
In Simple Terms
If you open up an IC account, you agree to provide accurate information to set it up, and if your information changes, you’ll let us know. It’s important to keep your details up to date because this is how we are able to let you know about anything that might crop up. We really want to make sure you’re kept in the loop about everything that has to do with your account and registration.
We also recommend that you don’t give other people access to your account registration data, but if you do, you are responsible for their activity and charges.
2. The Services and our Service Warranties
We warrant that we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) scheduled downtime, and (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving our employees), Internet service provider failure or delay, or denial of service attack. We will post notices and updates on any scheduled downtime in the Application.
We warrant that (a) these Terms, the Site and the support documentation we provide on the Site concerning the Services (the “Documentation”) accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Data, (b) We will not materially decrease the overall security of the Services during a subscription term without first notifying you, (c) the Services will perform materially in accordance with the Site and the applicable Documentation, (d) we will not materially decrease the functionality of the Services during a subscription term, and (e) the Services and Content will not introduce harmful code (including code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses) into your systems (provided that we make no such warranty with respect to any Data, or any Content provided by any User).
Your exclusive remedies for any breach of the warranties in this Section 2 are termination of these Terms and of your use of the Services, and a refund of the applicable portion of fees that you have prepaid for the use of the Services, if any.
In Simple Terms
We promise to do our best to keep the IC Application up and running 24 hours a day, 7 days a week. There may be occasional downtimes so we can update the Application, but these will be scheduled in advance, and we will post notices on the Application. We also pledge to make every available effort to safeguard your data, and to ensure our services won’t pass on any viruses or malware to your computer.
3. Your Use of the Services
You will (a) be responsible for your personnel’s compliance with these Terms, (b) be responsible for the accuracy, quality and legality of your Data and the means by which you acquired your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify us promptly of any such unauthorized access or use of which you become aware, and (d) use Services and Content only in accordance with these Terms and applicable laws.
In Simple Terms
The Application and its Services belong to us, and you aren’t allowed to sell it or give it away. Please don’t use the Application in ways that it was not meant to be used, or use it to harm others. Don’t use data that doesn’t belong to you, or transmit harmful content or code, or in any other way (as outlined) that contradicts the intended use of the Application.
In addition, you’re responsible for making sure your employees follow these Terms.
4. Fees; Charges; Taxes
Certain portions of the Services may be made available to you free of charge (“Free Services”), while other portions of the Services may only be accessible upon payment of applicable fees (“Premium Services”). Fees and any other charges for the use of the Premium Services are described on the Site. They may change from time to time. If we change them, we will give you at least 30 days’ notice at the email address you provide in your Registration Data, if any, or we will provide a notification visible to you through your use of the Application. If they do change, your continued use of the Premium Services after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs.
In Simple Terms
There are two levels of Services: Standard Features (which are free) and Premium Features. If we change what’s included in these two segments, we will email you at least 30 days before we do so.
With respect to the Premium Services, we may from time to time offer promotional discounts, credits, rebates or other fee reductions to new and/or other persons. Any such discounts, credits, rebates and reductions are only redeemable by the intended recipient of such offers and are subject to change without notice at any time.
In Simple Terms
We may have promotional deals from time to time, but they are not transferrable. Only the intended recipient of the offer is eligible. Also, we can change the promotions without notice.
You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction. If we have the legal obligation to pay or collect taxes for which you are responsible under this Section, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees.
In Simple Terms
We will charge you the taxes applicable in your region on any fees you pay us.
5. Ownership, Copyright and Trademarks
In these Terms the Content available through the Services, including all information, Data, other data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”.
All Data is property of the User that provided that Data to us. Our only rights to that Data are the limited licenses to it granted to us in these Terms (or, if applicable, in another agreement between us and the applicable User). Those licenses are described in Section 6 of these Terms.
Other than the Data, the IC Materials and all software available on the Services or used to create and operate the Services is the sole and exclusive property of IC or its licensors, and is protected by United States and international copyright laws, and all rights to the IC Materials and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned or used in connection with the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by IC.
Your Data is your responsibility. We have no responsibility or liability for any loss or damage your Data may cause to you or to others. You are solely responsible for maintaining copies of and replacing any Data you post or store on the Services. If you provide Data to us for the use of other Users through the Services, you agree that we are permitted to provide to them the Data for their use in the manner specified in the Application, or if no manner is specified, in the manner in which the Services generally permit such use of that Data, and also agree that we have no responsibility or liability for their use of such Data.
In Simple Terms
All the Data you provide us – trademarks, product and company names, logos, etc. – belongs to you, and we can only use it in ways that are outlined in these Terms. You are responsible for ensuring your Data is correct. Everything else (software, materials, documents, etc.) belongs to us.
6. Your Limited License of Your Data to IC
We do not claim any ownership of your Data, but we do need the right to use your Data to the extent necessary to operate the Application and provide the Services, now and in the future. For example, if you provide Data to us we need your license to display that Data on the Services in the applicable manner, and we need the right to sublicense that Data to the other Users for whose use you provided that Data to us, so that they can use that Data in the applicable manner.
For clarity, your license of Data to us under this Section also gives us the right to use the applicable End User Data for the purposes of matching your account with the applicable End User to their account with us.
If you give us your Data through the Application for its use by our other Users, you also grant us and our affiliates a non-exclusive, royalty-free, transferable right to sublicense such Data to such Users for their use in connection with their use of the Services, as described in Section 7 of these Terms.
These licenses from you are non-exclusive because you have the right to use your Data elsewhere. They are royalty-free because we are not required to pay you for the use of your Data on the Services. And they are transferable and sublicensable because we need the right to transfer these licenses to our subcontractors, vendors, agents and/or any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your Data when it processes it for use in the Services.
In Simple Terms
Your Data belongs to you, but by agreeing to the Terms, you are letting us use it for the purposes of operating the Application and its Services. When you give us your Data, you’re agreeing to these uses.
We aren’t allowed to make significant changes to your Data, except where an End User has requested that we delete data relating to them. What we are able to do is derive new data from your data that we can use for other purposes such as sector analytics – but we won’t tie that back to you or any other specific people, because we don’t like that idea any more than you do. We can also use your data to create new data that is of interest to you such as information about your book of business (IC Derived Data). Derived Data can be tied back to specific people, but is not shared with anyone who doesn’t have access to the original data.
7. Our Limited License of Content to You
IC grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of the Content available to you through the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page caching) except as expressly permitted in these Terms and except in connection with your use of the Content in other applications authorized by us for use with the Services; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) except as expressly permitted by the Application you may not use any data mining, robots or similar data gathering or extraction methods; (v) you may not use the Services or the Content other than in connection with the ordinary and intended purpose of the Application; and (vi) with respect to Premium Services, all use is subject to your timely payment of all applicable fees for such services.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section shall terminate upon the termination of this agreement and may be suspended as provided for in these Terms. For clarity, upon the expiration or termination of this agreement or any such suspension you must, except as otherwise permitted in these Terms, immediately stop using any End User Data that you have obtained from IC in relation to the Services.
In Simple Terms
This section outlines the ways you are permitted to view, copy and print Content from the IC Application. It is intended for your own use, and not to be shared with or sold to other companies. If you do use the Content in any other way without the owner’s written permission, we will terminate your license and your account.
If we are required by a licensor to remove Content, or receive information that Content provided to you through the Application may violate applicable law or third-party rights, we may so notify you and in such event you will promptly remove such Content from your systems unless you satisfy us, including through a legal opinion satisfactory to us in form and substance from reputable legal counsel to the effect that you have all necessary rights to continue to use such Content. We also reserve the right to remove any Content that may violate applicable law or third-party rights.
To request permission for uses of Content not included in this license, you may contact IC at the address set out at the bottom of these Terms.
In Simple Terms
8. Certain Use of the Services
You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:
- Any message, data, information, text, music, sound, photos, graphics, code or other material that is misleading, constitutes a deceptive or misleading trade practice, or is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable in our sole discretion;
- Any content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any person, or that would otherwise create liability or violate any local, state, national or international law;
- Any content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any person or entity;
- Any content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
- Viruses, corrupted data or other harmful, disruptive or destructive code or files; or
- Any content that, in the sole judgment of IC, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose IC or its affiliates, representatives, agents, business partners or its Users to any harm or liability of any type.
Finally, IC has a “zero-tolerance” policy towards SPAM: you may not use the Services generally to send commercial or other messages to any third party if those messages are not solicited, authorized or welcomed by the third party, and in your use of the Services you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.
Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Services.
In Simple Terms
Here, we outline all the different kinds of Data and Content that we do not allow on the Site. Essentially, keep it professional and don’t share people’s personal or proprietary information.
Please don’t use IC’s Services to send unauthorized or unwelcome messages. We’re not going to monitor your communications, but if we receive a complaint from a system user we will investigate it and will comply with all regional and federal laws in doing so.
“Confidential Information”. means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes your Data; our Confidential Information includes the IC Materials but not your Data; and Confidential Information of each party includes the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without restriction and without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
In Simple Terms
This section outlines what constitutes Confidential Information, whether that is provided by you or provided by us. Typically, you will be the party disclosing the information to us, and we will be the party receiving the information.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
In Simple Terms
Whoever receives Confidential Information will protect its confidentiality. They will limit access to the information on a need-to-know basis to those employees who have signed a confidentiality agreement, and will use it only for the purposes of using IC’s Services and as outlined in the Terms, or as required by law.
10. Providing a Reliable and Secure Service
If you have spent any time reviewing the Services, you will hopefully have noticed that we take reliability and security seriously. We put a great deal of effort into ensuring that the Services are available all the time, and that the Applications form a secure environment for your Data. We use what we believe to be “best-of-class” hosting services and security technologies and services that we believe provide you with a secure and safe environment. More information about these services and technologies is available on the Site.
However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use IC, subject to our express warranties in these Terms you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability.
In Simple Terms
We take your security seriously. As such, we use what we believe to be the best hosting services and security technologies available. However, no system, particularly one based on the Internet, is perfectly secure. We can’t control the reliability of hosting services and other service providers, including your own Internet service provider, and you understand that there are some risks around availability and associated concerns.
11. No Responsibility for Third Parties or Third Party Material
The Application may contain links to third party Web sites (“Third Party Sites”) and third party content (“Third Party Content”) (including of other Users) as a service to those interested in this information, and in the ordinary operation of the Application you may engage with other Users and other third parties (“Third Parties”) or provide your Data to them. You use links to Third Party Sites and any Third Party Content or service provided there or by Third Parties, at your own risk, and you engage with Third Parties and provide your Data to Third Parties, whether through the Application or otherwise, at your own risk. IC is not responsible for the acts or omissions of Third Parties.
IC makes no claim or representation regarding Third Parties, Third Party Content or Third Party Sites, and provides them or links to them only as a convenience. Inclusion in the Services of a link to a Third Party, Third Party Site or Third Party Content does not imply IC’s endorsement, adoption or sponsorship of, or affiliation with, such Third Party, Third Party Site or Third Party Content. IC accepts no responsibility for reviewing changes or updates to, or the quality, Content, policies, nature or reliability of, Third Party Content, Third Party Sites, or Web sites linking to the Services. When you leave the Services, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third Party or Third Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any Third Party.
In Simple Terms
The Application includes a variety of links to other companies’ websites or Content, but we are not responsible for the accuracy or security of any of these. Just because we provide a link to a third-party site, it doesn’t mean we are affiliated with that company or endorse its products and services.
12. Advertisements and Promotions
You may run advertisements and promotions from Third Parties on the Services in accordance with these Terms and all applicable advertising, anti-SPAM and other laws. Your business dealings or correspondence with, or participation in promotions of, advertisers, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such Third Party. IC is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of Third Party advertisers on the Services.
In Simple Terms
Any ads or promotions you run have to comply with our Terms and any applicable related laws. We are not responsible for any losses that may result from such promotions.
13. Warranty Disclaimers
THE IC MATERIALS ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT IMPLIED WARRANTIES, REPRESENTATIONS OR COVENANTS FROM IC OF ANY KIND, EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS. IC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IC DOES NOT REPRESENT OR WARRANT THAT IC MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, AVAILABLE OR ERROR-FREE. IC DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTIES INCLUDING WITHOUT LIMITATION OUR HOSTING PROVIDERS.
IN PARTICULAR, IC MAKES NO REPRESENTATION OF WARRANTY CONCERNING ANY THIRD PARTY, OR THEIR USE OF THE SERVICES OR OF YOUR DATA OR OTHER PERSONAL INFORMATION. IC IS A TECHNOLOGY SERVICES PROVIDER, NOT AN INSURANCE ADVISOR OR OTHER INSURANCE INTERMEDIARY.
In Simple Terms
Our lawyers have put this section in block capitals, so you know it’s important. Essentially, we provide our Services according to our Terms. We are a technology company rather than an insurance provider or insurance intermediary, we present the data we receive from various sources (like Insurance Carriers) as provided, and can accept no responsibility for the accuracy or completeness of any Data, Content or Materials. If you have any questions about the information displayed in the application, please contact the provider.
14. Limitation of Liability
IC shall not, nor shall any of our affiliates, their sponsors, contractors, advertisers, vendors or other partners, any of their respective successors or assigns, or any of their respective officers, directors, agents or employees (the “IC Parties”), be liable for any special, indirect, incidental or consequential damages, or any aggravated or punitive damages, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the IC Materials.
In Simple Terms
We aren’t responsible for any losses that are incurred as a result of using our Application and Services.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ANY OF THE IC PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE IC MATERIALS EXCEED ANY COMPENSATION PAID BY YOU FOR ACCESS TO OR USE OF THE IC MATERIALS, AS THE CASE MAY BE, DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF ANY CLAIM. THIS LIMITATION SHALL NOT LIMIT YOUR LIABILITY TO PAY FOR THE PREMIUM SERVICES THAT YOU USE. YOU ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO IC BEING ABLE TO OFFER THE FREE SERVICES FREE OF CHARGE OR IF APPLICABLE THE FEES BEING CHARGED FOR THE PREMIUM SERVICES AND THAT, WERE IC TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, IC WOULD NOT BE ABLE TO OFFER THE SERVICES FREE OF CHARGE OR SUCH FEES IF APPLICABLE WOULD BE SUBSTANTIALLY HIGHER.
In Simple Terms
More important information here in block capitals. At no time will IC’s liability be greater than the amount you paid for use of our Application for the 12 months prior to your claim.
We will defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of the Services in accordance with these Terms infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify you from any damages, attorney fees and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of, a Claim Against You, provided you (a) promptly give us written notice of the Claim Against You, (b) give us sole control of the defense and settlement of the Claim Against You (except that we may not settle any Claim Against You unless it unconditionally releases you of all liability), and (c) give us all reasonable assistance, at our expense. If we receive information about an infringement or misappropriation claim related to the Services, we may in our discretion and at no cost to you (i) modify the Services so that they no longer infringe or misappropriate, without breaching our warranties in these Terms, (ii) obtain a license for your continued use of the Services in accordance with these Terms, or (iii) terminate your subscriptions for the Services upon 30 days’ written notice and refund you any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content provided to us by any third party or your breach of these Terms.
This Section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section. The limitations of liability in Section 14 do not apply to this Section 15.
In Simple Terms
If someone else sues you because they think that your use of our service infringes on their intellectual property, we’ll help defend you in the ways described here – so long as you let us know in writing as soon as you receive the claim, let us take charge on the defense, and provide us with any help needed to make sure we’re not infringing on their rights.
Also, if someone believes that you misused our Service and makes a claim against us, you agree that it’s not our responsibility, and you’ll take care of it in the ways described in this section.
Notices that we give you (other than (i) notice of amendment of these Terms, which is discussed in the introduction of these Terms or (ii) as otherwise expressly provided for in these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. Or we may post a notice to Users in the dashboard area of your account on the Site, or post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for such notices.
In Simple Terms
We will contact you from time to time, in the most appropriate method according to the circumstances. We may contact you based on the information you provided upon Registration (phone, email, etc.), or we may post notices on the Application. Please review the Site for notices on a regular basis.
Any notice you wish to deliver to us must be given to us in writing sent by registered mail or messenger to the address given below or to such updated method and address as we may notify to you.
In Simple Terms
This section outlines how you can contact us if you have any ideas about how we can improve the service.
17. Applicable Law and Venue
You and IC both benefit from establishing a predictable legal environment in regard to the Services. You and IC explicitly agree that all disputes, claims or other matters arising from or relating to your use of the IC Materials will be governed by the laws of the state of California and the federal laws of the United States applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
You agree that all disputes or other claims between us in relation to the IC Materials and these Terms will be heard and resolved in a court of competent subject matter jurisdiction located in California. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Services from locations other than California, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify IC for your failure to comply with any such laws.
In Simple Terms
Despite whatever location you happen to be in, you agree that all disputes, claims or other legal matters are subject to the state laws of California and federal laws of the United States.
18. Inactive Accounts; Termination of Agreement
If your account is inactive for an extended period of time, we may decide to deactivate your account. Deactivated accounts are not deleted – they are placed in storage and may be capable of being restored and reactivated at any time. We will notify you by email if we decide to deactivate your account. If you know in advance that your account will be inactive at some time and don’t want us to deactivate it, let us know in advance at firstname.lastname@example.org. If after your account has been deactivated it stays inactive and we don’t hear from you, we may terminate it at any time.
In Simple Terms
If you don’t use your account, we may deactivate it, and will notify you by email.
Notwithstanding any other provision of these Terms, IC reserves the right, in its sole discretion, without any liability to you, to terminate your license to use the Services, or any portion thereof if we cease to generally offer the Services.
If these Terms expire or terminate for any reason, Sections 5, 8, 9, 11, 12, 13, 14, 15, 16, 17, 19 and 20, and any representation or warranty you make in these Terms, shall survive indefinitely.
In Simple Terms
The Services may be subject to export controls administered by the United States and other foreign countries. Export or diversion contrary to U.S. law is strictly prohibited. You agree to comply with the requirements of the U.S. Export Administration Regulations and all applicable international, national, state, regional and local export and import control laws and regulations, including any applicable import and use restrictions. IC may immediately terminate your license to and access of the Services if it has reason to believe, in its sole discretion, that applicable import/export laws have been or may be violated by you.
In Simple Terms
You agree to all U.S. Export Administration Regulations and the laws of any other jurisdiction that is also applicable.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Neither party shall assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this agreement in its entirety, without the other party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination by us, we will refund to you any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. These Terms constitute the entire agreement between you and IC regarding your use of the IC Materials, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and IC regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up and interpreted in the English language only.
In Simple Terms
If any part of these Terms becomes invalid, the rest of the Terms will still apply. This section also outlines how the Terms apply in cases of merger, acquisition, corporate reorganization or changes to a company’s control
Questions and Comments
If you have any questions regarding these Terms or your use of the Services, please contact us here:
Insured Connect LLC
3996 Wild Sage Court
Westlake Village, CA 91362