Terms and ConditionsInsurance Web Designs, Inc. Online License and Service Agreement
The following terms and conditions constitute the agreement (the "Agreement") between You and Insurance Web Designs, Inc. (the "Company") governing Your use of the Insurance Web Designs, Inc. hosted software as a service application (the “Software”) and related services offered by the Company through the InsuranceWebDesigns.com web site. BY CLICKING THE "I ACCEPT" CHECKBOX(es) DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS, WHICH CONSTITUTE A LEGALLY ENFORCEABLE AGREEMENT. THE FOLLOWING TERMS AND CONDITIONS PLACE OBLIGATIONS AND DUTIES ON YOU AND CONTAIN SIGNIFICANT RESTRICTIONS AND LIMITATIONS ON YOUR RIGHTS AND REMEDIES. YOU SHOULD READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE AGREEING TO THESE TERMS. As used in this Agreement, "You" or "Your" includes both yourself and any person(s) or entity(ies) identified in the “Your Information” section of the InsuranceWebDesigns.com online order form (“Order Form”). If You are entering into this Agreement on behalf of a legal entity, You represent and warrant that You have the authority to bind such entity to this Agreement.
1. Provision of Services Subject to the terms and conditions contained herein, and subject to the features and specifications of the Web Site Plan (the “Plan”) selected by You during the online ordering process or subsequently, the Company will provide you with access to the Software for the creation and maintenance of one (1) interactive web site (the “Site”) on the World Wide Web, the hosting of such Site, and customer support services (collectively, the “Services”). Customer support services are limited to electronic communications between You and the Company as supported by the InsuranceWebDesigns.com web site.
2. Responsibility for Site Content. YOU ACKNOWLEDGE AND AGREE THAT ALL TEXT SAMPLES, INCLUDING WITHOUT LIMITATION, PRODUCT DESCRIPTIONS, THE PRIVACY POLICY, AND LEGAL TERMS, INCLUDED IN THE InsuranceWebDesigns.com CONTENT LIBRARY ARE PROVIDED FOR YOUR CONVENIENCE AND ARE SUGGESTIONS ONLY. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR LEGAL SUFFICIENCY OF SUCH CONTENT. SUCH CONTENT IS SUBJECT TO MODIFICATION BY YOU AND YOU ARE RESPONSIBLE FOR REVIEWING SUCH CONTENT AND MODIFYING SUCH CONTENT AS NECESSARY TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ALL INFORMATION AND MATERIALS APPEARING ON THE SITE ARE TRUE AND ACCURATE AND THAT SUCH INFORMATION AND MATERIALS, AND ALL PRODUCTS AND SERVICES OFFERED THROUGH THE SITE, COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, REGULATIONS, ORDINANCES, JUDGMENTS, PERMITS OR OTHER GOVERNMENTAL RULES OR RESTRICTIONS, INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO (i) THE OFFER, MARKETING, ADVERTISING, SALE OR ISSUANCE OF SERVICES AND PRODUCTS BY YOU (INCLUDING, BUT NOT LIMITED TO, THE LAWS AND REGULATIONS GOVERNING INSURANCE PRODUCTS AND SERVICES, FINANCIAL PRODUCTS AND SERVICES, UNFAIR COMPETITION, ANTIDISCRIMINATION OR FALSE ADVERTISING); AND (ii) THE PRIVACY AND SECURITY OF INFORMATION SUBMITTED BY OR PERTAINING TO (a) PERSONS WHO USE OR VISIT THE SITE, OR (b) YOUR CUSTOMERS OR PROSPECTIVE CUSTOMERS, INCLUDING, WITHOUT LIMITATION, THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996.
3. Non-transferability of Site You understand and acknowledge that the Site can be maintained only on the Company’s servers and cannot be transferred or copied to any other server or computer equipment. IF THIS AGREEMENT IS TERMINATED, THE SITE AND ALL CONTENT THEREON WILL NO LONGER BE AVAILABLE AND NEITHER THE SITE NOR ANY PART THEREOF MAY BE TRANSFERRED TO ANOTHER COMPUTER.
4. Grant of License and Restrictions Subject to the terms and conditions of this Agreement, the Company hereby grants You a limited, non-exclusive, non-transferable, non-assignable and terminable right and license to use the Software on a server owned or controlled by the Company for the purpose of creating and maintaining a Site. You shall not, and shall not allow any third party to, license, sublicense, sell, resell, transfer, assign, distribute, grant a security interest in, or otherwise transfer any right in or to the Site (other than content solely originated and owned by You) or the Software, or any part thereof. You shall not, and shall not allow any third party to, copy, duplicate, reproduce, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile the Site (other than content solely originated and owned by You) or the Software, or any part thereof. Except as permitted by the functionality of the Software with respect to modification of content on the Site, You shall not, and shall not allow any third party to, modify the Site (other than content solely originated and owned by You) or the Software, or any part thereof. All rights not expressly granted to You are reserved by the Company (or its licensors, where applicable). This license automatically terminates on the termination of this Agreement. This license grants you no rights in or to the source code of the Software.
5. Ownership and Intellectual Property Rights. The Company (and its licensors, where applicable) shall own all right, title and interest in and to the Software, and any part thereof, including, but not limited to, Site content available through the Software, such as text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, and any suggestions, ideas, requests, feedback, recommendations or other information provided by You or any other party relating to the Software or the Services, and all intellectual property rights in all the foregoing, including, without limitation, rights for unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, moral rights, trade secret rights, and all other intellectual property rights and forms of protection of a similar nature anywhere in the world. You acknowledge and agree that the Software contains proprietary and confidential information, and valuable trade secrets of the Company, that are protected by applicable intellectual property and other laws and may not be used by You except as provided in Section 4 above. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Software, or to any intellectual property rights therein.
6. Trademarks. "InsuranceWebDesigns" and other Company trademarks, service marks, logos and product and service names found on InsuranceWebDesigns.com or used in connection with the Software or the Services are marks of, and owned by, the Company ("Company Marks"). This Agreement does not grant You any right to use or display the Company Marks. You will not display or use any Company Mark in any manner or medium without the Company's express prior written approval, which the Company may grant, withhold or condition at its sole discretion. The Company reserves the right to place at one or more locations on the Site, of the Company’s choosing, a statement that the Site is provided or powered by InsuranceWebDesigns. You agree not to copy, edit, alter, remove, or otherwise modify such statement without the Company’s express prior written approval, which the Company may grant, withhold or condition at its sole discretion. You agree not to use the trademarks, service marks, logos of any third party without the legally sufficient permission of such third party.
7. Domain. During the term of this Agreement, Your Site may reside as a subdomain of the InsuranceWebDesigns.com domain known as easyonlinesitebuilder.com. At any time during the term of this Agreement, You may elect to use a domain name that You have registered or that You have requested the Company to register on Your behalf (“Your Domain Name”); provided Your Domain Name shall not include, incorporate or refer to the InsuranceWebDesigns.com domain or any other Company Mark. You shall retain all Your rights in Your Domain Name. Nothing in this Agreement is intended to convey to You any right in or to the InsuranceWebDesigns.com domain name. You shall be responsible for registration, renewal, and transfer of Your Domain Name and all fees, charges, and taxes associated therewith; provided, if the Company incurs any such fees, charges, and taxes on Your behalf, You shall reimburse Company for such expenses and authorize Company to bill Your credit card for such amounts. The Company reserves the right to deny, cancel or transfer Your Domain Name registration as it deems necessary, in its discretion, to protect the integrity and stability of any domain name registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of the Company, its parent, affiliates, subsidiaries, officers, directors, shareholders, and employees. The Company also reserves the right to freeze or cease using Your Domain Name pending resolution of any dispute related to such Domain Name.
8. Your Data and User Data. Except as otherwise provided in this Agreement, the Company does not acquire ownership of any data, information or material submitted by You in the course of Your use of the Software or the Services ("Your Data") or submitted to the Site by users of the Site (“User Data”). The Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Data and/or Your Data. You are responsible for backing up and downloading any User Data and/or Your Data posted on the Site. The Company reserves the right to withhold, erase, delete, destroy and/or discard User Data and/or Your Data without notice upon termination of this Agreement or for any breach of this Agreement, including without limitation, Your nonpayment of amounts due in a timely manner. Upon termination of this Agreement, (i) Your right to access or use User Data and/or Your Data on the Site shall cease immediately; (ii) the Company shall have no obligation to store, maintain, or forward any User Data and/or Your Data to You or any third party; and (iii) the Company may, but is not obligated to, delete, erase, and/or destroy all copies of such User Data and/or Your Data on the Site or elsewhere in the Company’s possession or under the Company’s control. You hereby grant the Company the right to use and copy User Data and Your Data as necessary to maintain and perform the Services during the term of this Agreement. You hereby grant the Company the right to use and copy Your Data and to authorize the downloading and printing of such material, or any portion thereof, by users of the Site. You authorize the Company to use (i) User Data collected through the use of cookies or other tracking technologies (excluding name, street address, email address, or phone number) and (ii) aggregate information regarding Your Site and the use of Your Site (including information obtained through cookies or tracking technologies) for analytical, promotional and marketing purposes during of after the term of this Agreement; provided that the Company shall not use such information to contact, or cause any third party to contact, a user of the Site.
9. Equipment and Telecommunications. The Company does not provide any hardware, equipment, telecommunications services or software (other than use of the Software as provided herein). You must provide and maintain Your own equipment, software and communications lines, including any public lines required to access the Software and Services. The Services are subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. The Company is not responsible for any delays, delivery failures, or other damage resulting from such problems.
10. Privacy/Other Applicable Terms. The use of InsuranceWebDesigns.com is subject to the Privacy Policy and Legal Terms available at www.InsuranceWebDesigns.com. You acknowledge that You have read and agree to be bound by the terms of such Privacy Policy and Legal Terms. The terms of this Agreement shall prevail in the event of a conflict between this Agreement and such Privacy Policy and/or Legal Terms. The Company reserves the right to modify its Privacy Policy and Legal Terms in its reasonable discretion from time to time. Notwithstanding provisions of the Privacy Policy, including any opt-out provisions, You agree the Company may contact You by email or otherwise regarding the Software, the Services, or as otherwise related to the business relationship established by this Agreement. In addition, you acknowledge and agree that the Company may release information about You, including the domain of Your Site, to its marketing partners. To provide you with certain features, the Software may contain links to Web sites operated by third parties, including, without limitation, Web sites owned or operated by Google and eNom. The InsuranceWebDesigns.com Privacy Policy and Legal Terms do not apply to these Web Sites. You are responsible for reading and understanding the privacy policies, legal terms, and other applicable policies of each and every such Web site.
11. Security. The Company shall use reasonable efforts to protect Your Data behind a secure firewall system and shall use Secure Socket Layer (SSL) encryption technology for credit card information. You are responsible for maintaining the confidentiality of Your account information, user name(s), and password(s) and are solely responsible for all activity occurring under Your account(s), user name(s), and password(s). You are solely responsible for any activity occurring on or through the Site and/or through the Site’s URL and shall immediately notify the Company, through the customer support system, of any security breaches; provided, Your provision of such notice shall not relieve You from liability under this Agreement.
12. Your Representations and Warranties. You represent and warrant that: (i) You are 18 years of age or older; (ii) all information supplied by You in the Order Form, and any future revisions or updates You may make to such information, is and will be true, accurate, complete and current; (iii) You are, and throughout the term of the Agreement will remain, authorized, and possess all necessary licenses, registrations, and permits, to sell, offer for sale, market and advertise the goods and services offered and/or advertised on the Site; (iv) You will not use the Services, the Software, the Site or any feature thereof (a) to engage in any activity that violates any applicable law, regulation, ordinance, judgment, permit or other governmental rule or restriction or any agreement with any third party; (b) to impersonate any person; or (c) for any illegal purpose; (v) You will not use the Services, the Software, the Site or any feature thereof, to post, upload, transmit, send, distribute or otherwise make available any (a) material or information, including without limitation any names or tag lines provided by You, that is defamatory or libelous, or infringes or violates the patent, copyright, trademark, trade secret, or other intellectual property or proprietary right, including without limitation, the rights of publicity or privacy, of any third party; (b) material or information that is pornographic or obscene, illegal, harmful, threatening, abusive, harassing, humiliating, objectionable, or otherwise improper; (c) software viruses, worms, trojan horses or other harmful or disruptive code or components; or (d) unsolicited communications or spam in violation of applicable laws and regulations; (vi) You have good and legal title to and own all right, title, and interest in and to, or otherwise have obtained legally sufficient permission to use, the Your Data and have obtained legally sufficient releases from each and every third-party appearing in the Your Data, including the parent or guardian of each and every minor child depicted in the Your Data; (vii) the use and/or registration of Your Domain Name or subdomain name by the Company will not violate or infringe the trademark or other intellectual property or proprietary rights of any third party; and (viii) You will comply with all provisions of the privacy policy, legal terms, and
other polices appearing on the Site.
13. Charges. A. General. You shall pay the Company a fee for the Services (the “Fee”). The Fee is payable in advance, commencing on the date you submit the Order Form (the “Effective Date”). The initial Fee is the amount in effect under the Company’s current fee schedule for the Plan and billing cycle selected by You during the ordering process. The Fee is stated and payable in U.S. dollars. FEES ARE NOT REFUNDABLE and no refunds, credits or adjustments will be issued if you terminate this Agreement prior to the end of a billing cycle or, except as provided in Section 16 below, if the Company cancels the Services or terminates this Agreement. B. Billing Cycles. During the ordering process You may choose to be billed on a monthly (every thirty (30) days) or prepaid annual billing cycle. With respect to the prepaid annual billing cycle, DUE TO CREDITS PROVIDED FOR THE SELECTION OF ANNUAL BILLING AND ADDITIONAL FEES AND/OR CREDITS FOR PLAN CHANGES YOU MAY MAKE, THE ACTUAL BILLING CYCLE MAY BE MORE OR LESS THAN ONE (1) YEAR. If you select the annual billing cycle, you will receive a credit in an amount equal to ten percent (10%) of the Fee You pay for such billing cycle. The credit may be applied toward the cost of a Plan upgrade during such billing cycle. If not so used, the credit will be applied (based on the pro rated monthly Fee for the Plan you are then using) to be applied to next such billing cycle. Credits for selection of the prepaid annual billing cycle may not be applied toward any other amounts due the Company, including without limitation, the cost of any domain name registration, renewal or transfer, the cost of any optional Services, any late fees, interest, penalties or reinstatement fees, any amounts due for services other than the Services, or Fees due for any future billing cycles or Terms (as defined below). Credits are not refundable, may not be exchanged for cash, and are waived if not used as set forth in this Agreement. C. Change of Plans. If You change Plans, the Fee will be modified in accordance with the Company’s then-current fee schedule for the new Plan You have selected. If You are on a monthly billing cycle, the new Fee will be effective immediately and pro-rated during the current billing cycle. If You are on a prepaid annual cycle, (i) the Fee change will be effective immediately and Your account will be credited (for changes to a less expensive plan) or debited (for changes to a more expensive plan) accordingly on a pro rata basis, thereby increasing or decreasing the length of the then-current billing cycle; and (ii) upon expiration of the then-current billing cycle, you will be billed the then-current prepaid annual Fee for the Plan you have selected. If you change to a less expensive Plan, the Company reserves the right to reduce any credit you received for selection of prepaid annual billing to the amount you would have received under the less expensive Plan. You will not receive an additional credit for changing to a more expensive Plan. You may be unable to change Plans if You do not meet the specifications of a particular Plan (for example, if Your Site exceeds the number of pages included in a Plan). D. Price Changes/Optional and Other Services/Taxes. The Company reserves the right to change the Fee upon thirty days notice to You, which notice may be provided by email; provided, any changes shall not be effective until the next billing cycle. From time to time, the Company may make available optional Services (such as the purchase of additional email accounts or domain name registration, renewal or transfer) for an additional charge. Any costs, expenses and fees associated with the optional Services are not included in the Fee and will be separately charged to your credit card. Any services or goods provided by the Company other than the Services are not included in the Fee and shall be subject to a separate Agreement between the parties. The Fee is exclusive of all taxes, levies, or duties imposed by taxing authorities. You shall be responsible for payment of all such taxes, levies and duties; provided, You shall have no responsibility for taxes based solely on the Company's income or employment-related taxes.
14. Billing. All Fees must be paid by credit card and You must provide the Company with valid credit card information. The Fee for each billing cycle is payable in advance. Thereafter, the Fee will be automatically billed to the credit card You identify during the ordering process (or any alternative credit card information you subsequently provide to the Company) at the end of the then-current billing cycle for payment of the Fee for the following billing cycle. You authorize the Company to bill Your credit card in accordance with this Agreement. You agree to provide current and accurate billing and account information, including Your address, email address, phone number, business name (if any), credit card information (account number, security code, credit card type and expiration date, name of account holder, and billing address), and any other information necessary to process payment of the Fee, and to update such information within ten (10) business days of any change. You will notify the Company in writing as promptly as practicable if You believe that You have been incorrectly or improperly charged or billed any amounts. The Company shall have no obligation to adjust, refund, or credit any amounts if you fail to provide such written notification within sixty (60) days of the date of the charge(s) in question.
15. Non-Payment. If the credit card charges are declined or if for any reason the Company is unable to charge Your credit card for all amounts due under this Agreement, or if the Company is charged back for any amounts previously charged to Your credit card, You agree to pay Company such amounts and that the Company may pursue all available remedies in order to obtain payment. In addition to any other rights of the Company, the Company reserves the right to immediately terminate this Agreement and/or suspend the Services without notice if the Fee is not paid when due. Delinquent charges are subject to interest of 1% per month (or the maximum permitted by law, whichever is less) on any delinquent balance, plus all reasonable expenses of collection. You acknowledge that the Company is not obligated to retain Your Data or User Data after termination of this Agreement or suspension of Services for non-payment and that such Your Data and User Data may be irretrievably deleted if Your account becomes delinquent. If Services are suspended for non-payment, the Company may, but is not obligated to, reinstate Services upon Your request and payment in full of all past due amounts. The Company reserves the right to charge a reinstatement fee, in addition to all other amounts due Company, for such reinstatement. You agree that the Company is authorized to bill all delinquent fees, interest, expenses of collection, and reinstatement fees to Your credit card.
16. Modification or Cancellation of Services/Plans. The Company reserves the right at any time, and from time to time, without notice to You, to modify, upgrade, enhance, suspend or discontinue the Services and to add, modify, or eliminate available Plans. The Company shall not be liable to You or any third party for any such changes; provided, upon written request, the Company shall refund to you any Fee charged and collected by the Company for Services not rendered by the Company as the result of such changes.
17. Term/Automatic Renewal This Agreement commences on the Effective Date, as defined above and shall continue for a period of thirty (30) days (if you selected a monthly billing cycle during the ordering process) or one year, adjusted for any debits and credits as provided in Section 13 of this Agreement (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms (“Term”) of thirty (30) days (if you selected a monthly billing cycle) or one (1) year, subject to adjustment for any debits and credits as provided in Section 13 of this Agreement, (if you selected an annual billing cycle) at the Company’s then current Fees, unless terminated by either party in accordance with Section 18 of this Agreement.
18. Termination A. Termination by You. During the Free Trial Period (if applicable), you may terminate this Agreement for any reason effective immediately by canceling the Services in the Your Account section of the Site. After expiration of the Free Trial Period, if applicable, you may terminate this Agreement for any reason effective upon expiration of the current Term by canceling the Services in the Your Account section of the Site. In order to terminate this Agreement, You must cancel the Services as provided in this Section 18. B. Termination by the Company. In addition to its rights under Sections 15 and 16, the Company may terminate this Agreement at any time for any reason upon notice to You. In addition, if You have breached any term of this Agreement, the Company may immediately and without notice to You suspend or terminate the Services, the Site, and/or Your account (including Your user name and password). Any breach of Your payment obligations shall be deemed a material breach of this Agreement. C. Effect of Termination. The Fee is non-refundable and the Company shall have no obligation to return, refund, or credit all or a portion of the Fee in the event this Agreement is terminated. The availability of the Site and Your Data and User Data upon termination of this Agreement are governed by Sections 3 and 8, respectively, of this Agreement. The obligations contained in the following Sections of this Agreement shall survive termination of this Agreement: 2, 3, 5, 6, 8, 10, 12, 14, 15, 18 – 21, 24, and 26- 34.
19. Disclaimer of Warranty THE SOFTWARE AND THE SERVICES ARE PROVIDED ON AN "AS IS' AND "AS AVAILABLE" BASIS, AND YOUR USE OF THE SOFTWARE AND THE SERVICES, INCUDING WITHOUT LIMITATION, ANY MATERIAL OR DATA YOU DOWNLOAD OR OTHERWISE OBTAIN AS A RESULT OF THE SOFTWARE OR SERVICES, IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE TIMELINESS, COMPLETENESS, ACCURACY, QUALITY OR SUITABILITY OF THE SERVICES OR THE SOFTWARE, OR ANY PORTION OR FEATURE THEREOF. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR THE SOFTWARE OR ANY PORTION OR FEATURE THEREOF (i) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (ii) WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR 10 DATA; (iii) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, INCLUDING, BUT NOT LIMITED TO, YOUR SECURITY REQUIREMENTS; OR (iv) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT IT WILL CORRECT, OR ATTEMPT TO CORRECT, ANY ERRORS OR DEFECTS IN THE SOFTWARE OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
20. Limitation of Liability THE COMPANY ASSUMES NO RESPONSIBILITY FOR, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO OR USE OF THE SOFTWARE OR THE SERVICES OR YOUR DOWNLOADING OF DATA OR MATERIALS FROM INSURANCEWEBDESIGNS.COM OR ANY OTHER WEB SITE OF THE COMPANY USED IN CONNECTION WITH THE SERVICES. IN NO EVENT WILL THE COMPANY, ITS PARENT, AFFILIATES, SUBSIDIARIES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS, ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION OR PRODUCTION OF THE SOFTWARE OR SERVICES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION), WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF YOUR USE OF, INABILITY TO USE, OR THE RESULTS OF YOUR USE OF (i) THE SOFTWARE OR THE SERVICES, OR (ii) InsuranceWebDesigns.com OR ANY OTHER WEB SITE OF THE COMPANY USED IN CONNECTION WITH THE SERVICES, ANY WEB SITES LINKED TO OR FROM THE FOREGOING SITES, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED AT ANY OR ALL SUCH SITES. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHATSOEVER (WHETHER IN TORT, CONTRACT OR OTHERWISE) EXCEED THE AGGREGATE AMOUNT PAID BY YOU (LESS ANY CREDITS OR REFUNDS) DURING THE THENCURRENT TERM FOR THE SERVICES. IN THE EVENT OF ANY PROBLEM WITH THIS THE SOFTWARE OR SERVICES, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SOFTWARE AND SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
21. Indemnification You agree to indemnify and hold harmless the Company, its parent, affiliates, subsidiaries, licensors, and their officers, directors, shareholders, and employees from and against any and all claims, demands, judgments, costs, losses, liabilities, and expenses (including without limitation reasonable attorneys’ fees and expenses) (collectively “Claims”) , arising out of or in connection with: (i) your breach or alleged breach of any term of this Agreement, including, without limitation, any obligation, representation, or warranty; (ii) Your Data, Your Domain Name, subdomain name, or any other materials, content, data, or information supplied by You, including, without limitation, any Claim related to actual or alleged infringement or misappropriation of copyright, trademark, patent, trade secret or other intellectual property or proprietary right, infringement of the rights of privacy or publicity, or defamation or libel; (iii) the products and services advertised or offered on Your Site; or (iv) Your use or misuse of the Software or Services.
22. Force Majeure Any delay or failure of either Party to perform its obligations hereunder shall be excused if, and to the extent that it is caused by an event or occurrence beyond the reasonable control of the Party and without its fault or negligence, such as, by way of example and not by way of limitation, acts of God, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, terrorism, sabotage, third-party labor problems (including lockouts, strikes and slowdowns), inability to obtain power, material, labor, equipment or transportation, or court injunction or order; but due diligence shall be used in curing such cause and in resuming performance.
23. Modifications to Agreement The Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the InsuranceWebDesigns.com web site. You are responsible for regularly reviewing this Agreement. Your use of the Services after any such changes shall constitute Your consent to such changes. Except as otherwise provided above, this Agreement may only be modified or amended in a writing signed by both You and the Company.
24. Notice The Company may give notice to You by any of the following: (i) written notice by prepaid, first-class mail, return receipt requested, to Your address of record, as contained in Your account information; or (ii) electronic notice to Your email address of record, as contained in Your account information. You may give notice to the Company by any of the following: (i) written notice by prepaid, first-class mail, return receipt requested, to Insurance Web Designs, Inc., Attn: Customer Service, 17216 Saticoy Street, Suite 136, Lake Balboa, CA 91406; or (ii) electronic notice to support@insurancewebdesigns.com. Notices shall be deemed delivered upon receipt.
25. Assignment This Agreement, and any rights and obligations hereunder, may not be assigned or delegated by You without the prior written approval of the Company, which the Company may grant, withhold or condition in its sole discretion. The Company may assign or delegate this Agreement to (i) a parent, subsidiary or affiliate of the Company; (ii) an acquirer of some or all of the Company’s assets, including, without limitation, an acquirer of the Company’s interest in the Software or Services; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
26. Attorneys Fees Without limiting the Company’s rights pursuant to Section 15 of this Agreement, in a dispute arising out of or in connection with this Agreement, the substantially prevailing party shall have the right to collect its reasonable attorneys’ fees and expenses from the other party.
27. Governing Law/Venue This Agreement shall be construed in accordance with the laws of the State of California, regardless of any conflict of law rules. The Parties hereby submit to the exclusive jurisdiction of the federal and state courts located in Los Angeles County, California.
28. Headings Section headings contained herein are solely for convenience and are not in any sense to be given weight in the construction of this Agreement.
29. No Waiver Any failure on the part of either Party to insist upon the performance of this Agreement or any part thereof, shall not constitute a waiver of any right under this Agreement.
30. Severability If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in that provision, and the remaining provisions will still continue in full force and effect.
31. Relationship of the Parties No joint venture, partnership, employment, or agency relationship exists between You and the Company as a result of this Agreement or use of the Service.
32. Third-Party Beneficiaries There are no third party beneficiaries to this Agreement, and none are intended.
33. Limitation of Actions. You agree that, regardless of any law to the contrary, any claim or cause of action arising out of or related to this Agreement, the Software or the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred.
34. Entire Agreement The provisions contained herein constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and supersede all previous written or oral agreements and understandings between the Parties. Any statement or inducement with respect to the subject matter hereof by either Party hereto or by any agent or representative of either Party hereto which is not contained in this Agreement shall not be valid or binding between the Parties. |
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