Last updated: September 8th, 2026
These Terms of Service (the "Terms") govern access to and use of the software-as-a-service offerings made available by InsurSync Inc., a Delaware corporation with offices at 332 S. Michigan Avenue, Suite 121 #6045, Chicago, Illinois 60604 ("Provider," "InsurSync," "we," or "us"), by the business entity that subscribes to the Services ("Customer," "you," or "your").
By executing an Order Form, creating an account, accessing the Services, or clicking to accept these Terms, Customer agrees to be bound by them. If you accept on behalf of an entity, you represent that you have authority to bind that entity.
The Services are offered solely to licensed insurance agencies and their Authorized Users for business purposes. They are not offered to consumers.
Where Customer and Provider have executed a separate written agreement governing the Services, that agreement controls to the extent of any conflict with these Terms.
"Access Credentials" means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Services.
"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.
"Authorized Users" means Customer's employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms; and (b) for whom access to the Services has been purchased.
"Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information, data, or content by or through the Services. Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.
"Customer Systems" means Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems, and networks, whether operated directly by Customer or through the use of third-party services.
"Documentation" means any manuals, instructions, or other documents or materials that Provider provides or makes available to Customer describing the functionality, components, features, or requirements of the Services or Provider Materials.
"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any computer, software, firmware, hardware, system, or network, or any application or function thereof or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Provider Systems as intended. Harmful Code does not include any Provider Disabling Device.
"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
"Order Form" means the ordering document, online sign-up flow, or exhibit executed or accepted by Customer that identifies the Services subscribed to, the applicable Fees, the Starting Personal Lines, the Initial Term, the Customer Administrator(s), and Customer's notice addresses. Each Order Form is governed by and incorporated into these Terms.
"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
"Personal Information" means information that Customer provides or for which Customer provides access to Provider, or information which Provider creates or obtains on behalf of Customer, that: (i) directly or indirectly identifies an individual (including names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials, financial account numbers, credit report information, biometric, genetic, health, or health insurance data, answers to security questions, and other personal identifiers), including Sensitive Personal Information. Customer's business contact information is not by itself Personal Information.
"Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.
"Provider Disabling Device" means any software, hardware, or other technology, device, or means used by Provider or its designee to disable Customer's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee.
"Provider Materials" means the Services, Specifications, Documentation, and Provider Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions that are provided or used by Provider or any Subcontractor in connection with the Services. Provider Materials include Resultant Data but do not include Customer Data.
"Provider Personnel" means all individuals involved in the performance of Services as employees, agents, or independent contractors of Provider or any Subcontractor.
"Provider Systems" means the information technology infrastructure used by or on behalf of Provider in performing the Services.
"Representatives" means, with respect to a party, that party's employees, officers, directors, consultants, and legal advisors.
"Resultant Data" means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
"Sensitive Personal Information" means an individual's (i) government-issued identification number, including Social Security number, driver's license number, or state-issued identification number; (ii) financial account number, credit report information, or credit, debit, or other payment cardholder information; or (iii) biometric, genetic, health, or health insurance data.
"Services" means the software-as-a-service offering identified in the applicable Order Form.
"Specifications" means the specifications for the Services made available by Provider in the Documentation.
"Territory" means the United States of America.
"Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider.
Subject to and conditioned on Customer's and its Authorized Users' compliance with these Terms, Provider grants Customer a non-exclusive, non-transferable (except in compliance with Section 17.8) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with these Terms. Such use is limited to Customer's internal use. Provider shall provide Access Credentials within a reasonable time following the effective date of the applicable Order Form.
Provider grants Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 17.8) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.
Except as otherwise expressly provided, as between the parties: (a) Provider has and will retain sole control over the operation, provision, maintenance, and management of Provider Materials; and (b) Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, Customer Systems, and sole responsibility for all access to and use of Provider Materials by any Person by or through Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Provider; (ii) results obtained from any use of the Services or Provider Materials; and (iii) conclusions, decisions, or actions based on such use.
All Services, including all Processing of Customer Data by or on behalf of Provider, shall be provided solely from within, and on computers, systems, networks, and other infrastructure located in, the United States.
Nothing in these Terms grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to the Services, Provider Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, Provider Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials.
Customer shall, throughout the Term, maintain within its organization one or more Persons designated as "Customer Administrators" (initially those identified on the Order Form) to serve as Customer's primary point of contact for day-to-day communications, consultation, and decision-making. Each Customer Administrator shall have access to all Customer Data, Access Credentials, and Authorized User management controls, and shall be responsible for providing all day-to-day consents and approvals on behalf of Customer. Customer shall ensure all Customer Administrators have the requisite organizational authority, skill, experience, and other qualifications. Customer must provide written notice to Provider of any change in Customer Administrator, and must maintain at least one Customer Administrator at all times.
Provider reserves the right, in its sole discretion, to make any changes to the Services and Provider Materials that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of Provider's services to its customers, (ii) the competitive strength of or market for Provider's services, or (iii) the Services' cost efficiency or performance; or (b) comply with applicable Law. Either party may request in writing changes to the Services. No requested change will be effective unless memorialized in a written change order signed by both parties.
Provider may from time to time in its discretion, and without notice to or consent of Customer, engage third parties to perform Services (each, a "Subcontractor").
Provider may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer's, any Authorized User's, or any other Person's access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, if: (a) Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Provider to do so; or (b) Provider believes, in its sole discretion, that (i) Customer or any Authorized User has failed to comply with any term of these Terms, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized, or in any manner that does not comply with the Specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) these Terms expire or are terminated. This Section does not limit any of Provider's other rights or remedies.
(a) Customer acknowledges and agrees that the Services may interoperate with, include, incorporate, rely on, or provide access to Third-Party Materials, including artificial intelligence, machine learning, and generative technologies made available by Provider or its licensors (together, "AI Functionality"). Provider may update, substitute, or discontinue any Third-Party Materials or AI Functionality from time to time, provided that such changes do not materially degrade the overall functionality of the Services.
(b) Provider remains responsible for the provision and support of the Services; however, Third-Party Materials and AI Functionality may be subject to separate third-party terms, usage limitations, or acceptable use requirements. To the extent required to enable the Services, Customer authorizes Provider to accept or pass through such third-party terms on Customer's behalf, provided that Provider makes such terms reasonably available to Customer. If a third party materially changes or discontinues its offering in a manner that materially degrades the Services, Provider will use commercially reasonable efforts to implement a commercially reasonable alternative without additional material cost to Customer.
(c) AI Functionality may generate outputs based on prompts, inputs, configurations, or other data provided by Customer ("Customer Inputs") and on models or training data not controlled by Customer. Customer is responsible for reviewing AI-generated outputs prior to use and ensuring such outputs are appropriate for Customer's intended purpose. Provider does not guarantee the accuracy, completeness, or fitness for a particular purpose of AI-generated outputs, which may be non-deterministic, contain errors, or reflect biases inherent in training data. Provider will implement commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Inputs used with the AI Functionality.
(d) Except as expressly stated, as between the parties and subject to Provider's and its licensors' intellectual property rights in the Services, models, and Third-Party Materials, Customer retains all right, title, and interest in and to Customer Inputs and any outputs generated specifically from Customer Inputs ("Outputs"). Provider and its licensors retain all right, title, and interest in and to the Services, AI Functionality, underlying models, algorithms, and any improvements or derivatives thereof. Provider will not use Customer Inputs or Outputs to train generalized models made available to third parties, except as permitted by these Terms or with Customer's prior written consent, provided that Provider may use Customer Inputs and Outputs to provide, maintain, secure, and improve the Services for Customer, including model tuning within Customer's environment, in each case in accordance with these Terms and applicable law.
(e) To the extent any Third-Party Materials require attribution, notices, or pass-through terms, Provider will make such information reasonably available to Customer. If Customer requests that the AI Functionality be disabled for some or all users or use cases, Provider will implement such configuration where reasonably practicable and consistent with the intended operation of the Services. Nothing in this clause limits any warranties, indemnities, or service levels expressly provided; however, Provider disclaims responsibility for third-party outages or changes outside Provider's reasonable control, subject to Provider's obligations to use commercially reasonable efforts to mitigate and remedy any material adverse impact on the Services.
The Services integrate with third-party systems, including agency management systems, comparative raters, carrier systems, and email providers. Customer authorizes Provider to access those systems on Customer's behalf using credentials or authorization tokens Customer provides. Provider is not responsible for the availability, accuracy, or performance of third-party systems, or for changes those third parties make that affect the Services.
Customer may connect a Google Workspace or Gmail account to the Services so that renewal communications drafted by the Services are sent from Customer's own email address rather than from Provider.
What Provider accesses. Provider requests only the ability to send mail on Customer's behalf (the gmail.send scope). Provider does not request, and cannot exercise, permission to read, search, download, modify, organize, or delete messages in Customer's mailbox, and does not access Customer's contacts, calendar, or Google Drive through this connection.
What Provider does with it. Provider uses the connection solely to transmit renewal and remarketing communications that Customer has reviewed or configured for sending under Section 3.9(c). Message content originates from Customer Data already Processed under the Agreement.
Revoking access. Customer may disconnect the Google account at any time from within the Services or from Customer's Google Account permissions page. Disconnection takes effect immediately and disables sending from that address.
Limited Use. InsurSync's use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. Specifically, InsurSync uses Google user data only to provide and improve user-facing features of the Services that are prominent in the Services' user interface; does not transfer such data except as necessary to provide those features, for security purposes, or as required by applicable Law; does not use such data for advertising purposes; does not use such data to develop, improve, or train generalized artificial intelligence or machine learning models; and does not permit humans to read such data except with the user's affirmative consent for specific messages, for security purposes such as investigating abuse, to comply with applicable Law, or where the data has been aggregated and anonymized.
Customer is solely responsible for ensuring that its use of the Services to obtain quotes complies with its agreements with carriers and comparative raters. Customer represents that it holds the appointments and authorizations necessary for any carrier or rating system accessed through the Services.
Customer shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by these Terms and, in the case of Third-Party Materials, the applicable third-party license agreement. Without limiting the generality of the foregoing, Customer shall not:
Fees are based on Customer's number of personal lines households ("Personal Lines"). The count as of the effective date of the Order Form is the "Baseline Personal Lines."
Provider will measure Customer's actual Personal Lines count once per twelve (12) month period, on the anniversary of the Order Form effective date (each, a "True-Up Date"). If the measured count exceeds the Baseline Personal Lines by more than ten percent (10%), Fees for the following twelve (12) months will be adjusted to the then-current rate applied to the measured count, effective on the first billing cycle following the True-Up Date. Provider will give Customer at least thirty (30) days' written notice of any adjustment, stating the measured count and the resulting Fees. The measured count becomes the new Baseline Personal Lines.
If the measured count is lower than the Baseline Personal Lines, Fees will be adjusted downward on the same basis.
Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used; (b) provide Provider Personnel with such access to Customer's premises and Customer Systems as is necessary for Provider to perform the Services in accordance with the Availability Requirement and Specifications; and (c) provide all cooperation and assistance as Provider may reasonably request.
Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations (each, a "Customer Failure").
If Customer becomes aware of any actual or threatened activity prohibited by Section 5.1, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control necessary to stop the activity and mitigate its effects, including discontinuing and preventing any unauthorized access and permanently erasing and destroying any data to which unauthorized access was gained; and (b) notify Provider of such actual or threatened activity.
(a) Customer acknowledges and agrees that any data, content, insights, analyses, outputs, recommendations, alerts, or other information made available, generated, or derived through the Services (collectively, "Service Information") are provided solely for general informational purposes and for Customer's internal use. Service Information may be based on inputs, configurations, third-party data sources, and other variables outside Provider's control and may contain errors, may be incomplete, or may not be up to date. Provider does not warrant or represent the accuracy, completeness, timeliness, or suitability of any Service Information, and Provider has no obligation to update or correct Service Information.
(b) Customer is solely responsible for evaluating and independently verifying all Service Information and for any decisions or actions taken in reliance on the Services or Service Information. Customer will not rely on Service Information as a substitute for its own professional judgment, due diligence, or independent verification, including where decisions have legal, financial, accounting, medical, safety, or other critical implications. Provider does not provide legal, accounting, financial, insurance, or other professional advice, and no fiduciary or advisory relationship is created by Customer's access to or use of the Services or Service Information.
(c) To the maximum extent permitted by applicable law, Customer disclaims any reliance on, and agrees that Provider will have no liability arising from or related to, Customer's use of or reliance on any Service Information, including any decisions, outcomes, or losses resulting therefrom. Customer acknowledges that Service Information may include or depend on third-party content or data and that Provider is not responsible for any such third-party content or data.
Customer represents and covenants that it holds and will maintain all insurance licenses, carrier appointments, and regulatory authorizations required to conduct its business in each jurisdiction in which it operates, and that it is solely responsible for compliance with all Laws governing insurance producers, client communications, and the placement of coverage. Customer remains the licensed producer of record for all business placed. Provider does not act as an insurance producer, does not bind coverage, and does not make coverage recommendations to Customer's clients.
Subject to these Terms, Provider will use commercially reasonable efforts to make the Services Available at least ninety-nine percent (99%) of the time as measured over the course of each calendar month during the Term (each such calendar month, a "Service Period"), excluding the Exceptions described below (the "Availability Requirement"). "Service Level Failure" means a material failure of the Services to meet the Availability Requirement. "Available" means the Services are available for access and use by Customer and its Authorized Users over the Internet and operating in material accordance with the Specifications.
For purposes of calculating the Availability Requirement, the following are "Exceptions," and neither will the Services be considered un-Available nor will any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement that is due, in whole or in part, to any: (a) act or omission by Customer or any Authorized User; (b) Customer Failure; (c) Customer's or its Authorized User's Internet connectivity; (d) Force Majeure Event; (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Provider; (f) Scheduled Downtime; or (g) disabling, suspension, or termination of the Services pursuant to Section 3.8.
If Provider fails to meet the Availability Requirement in any three (3) Service Periods within any rolling six (6) month period, Customer may terminate the applicable Order Form on thirty (30) days' written notice, and Provider will refund any prepaid Fees attributable to the period after the effective date of termination. The right of termination set out in this Section is Customer's sole and exclusive remedy for any Service Level Failure.
Provider will use commercially reasonable efforts to give Customer at least two (2) hours prior notice of all scheduled outages of the Services ("Scheduled Downtime").
(a) Training and onboarding services will be provided as described on the applicable Order Form. Provider will deliver training in a remote, instructor-led format using Provider's standard materials and curriculum, unless the parties agree in writing to alternative formats, locations, schedules, or customized curricula. If the parties agree to on-site training, Customer will provide reasonable access, workspace, and facilities, and any travel or lodging incurred by Provider for on-site training will be reimbursed by Customer at actual, reasonable, and documented cost.
(b) Customer will cooperate in good faith to facilitate training and onboarding, including by designating qualified personnel to attend sessions, ensuring timely availability of necessary systems, data, network access, and approvals, and completing any reasonable prerequisites identified by Provider. Customer is responsible for the attendance and performance of its personnel and for the accuracy, quality, and legality of any Customer Data used during training and onboarding. Provider does not control Customer's internal adoption or change-management processes and does not guarantee that all individual users will achieve any particular level of proficiency; however, Provider will use commercially reasonable efforts to deliver training in a professional and workmanlike manner consistent with industry standards.
(c) Training schedules will be coordinated in advance. If Customer reschedules with less than five (5) days' notice, or fails to attend a scheduled session, Provider may treat the session as delivered for purposes of consumption against any pre-purchased hours or credits, and any additional sessions requested by Customer may be subject to additional fees at Provider's then-current rates.
(d) All training and onboarding deliverables, documentation, videos, slide decks, labs, exercises, and other materials provided or made available by Provider, and all Intellectual Property Rights therein, are and will remain the sole property of Provider and its licensors. Subject to Customer's compliance with these Terms, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable license during the Term to use such materials internally solely in connection with Customer's use of the Services. Except as expressly permitted by applicable law without the possibility of contractual waiver, Customer will not copy, distribute, publicly display, or create derivative works of such materials, and will not remove any proprietary notices. Customer may record training sessions only with Provider's prior written consent, and any approved recordings will be deemed training materials subject to the foregoing license and restrictions.
(e) Unless expressly identified as "Professional Services" on the Order Form, training and onboarding do not include custom development, system integration, data migration, or configuration beyond standard administrative and setup tasks documented by Provider for general availability features. Any such additional services will be scoped separately, subject to a separate statement of work, fees, and terms. Training and onboarding deliverables are not intended as "work made for hire" and no ownership in Provider's underlying methodologies, software, or materials is transferred to Customer.
The Services include Provider's customer support services, currently provided through email communication sent to support@insursync.io ("Support Services"). Support Services are provided during the hours of 9:00 a.m. to 5:00 p.m. Central Time on business days. During the Term, Provider may modify the Support Services, or may offer additional support services for purchase by Customer. Provider shall provide notice to Customer as to any modifications or additional support services offered.
(a) Provider will maintain backups of Customer Data in accordance with its then-current backup practices, currently comprising daily backups retained for not less than seven (7) days. Provider will use commercially reasonable efforts to restore Customer Data from the most recent available backup in the event of loss or corruption within Provider Systems.
(b) The Services are not a substitute for Customer's own records retention obligations. Customer remains responsible for maintaining its books and records in its agency management system and elsewhere as required by applicable Law and its carrier agreements.
(c) EXCEPT FOR PROVIDER'S OBLIGATIONS IN SECTION 8.1(a) AND SECTION 9, PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.
To the extent Provider Processes Customer Data in connection with the Services, Provider's Data Processing Addendum (the "DPA") is incorporated by reference into and made a part of these Terms. The DPA governs the parties' respective rights and obligations with respect to the Processing of Customer Data.
The DPA sets forth, among other things, the subject matter and duration of Processing, the nature and purpose of Processing, the categories of Personal Information, the parties' roles (including Customer as Business or Controller and Provider as Service Provider, Contractor, or Processor, as applicable), Provider's obligations with respect to nonpublic personal information under the Gramm-Leach-Bliley Act and applicable state insurance data security laws, subprocessor management, and data incident notification obligations.
In the event of any conflict between these Terms and the DPA as they relate to the Processing of Customer Data, the DPA will control, except that where these Terms impose a more protective or more specific security obligation on Provider, these Terms will control.
Customer's acceptance of these Terms will be deemed acceptance of the DPA, and the DPA will survive any termination or expiration of these Terms for so long as Provider retains Customer Data.
Provider will maintain a written information security program that includes administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction, appropriate to the nature of the data and the size and complexity of Provider's business. Without limiting the foregoing, Provider will:
Provider will not materially diminish the protections described in this Section during the Term.
Provider will notify Customer without undue delay, and in any event within seventy-two (72) hours, after Provider becomes aware of a Security Incident affecting Customer Data. "Security Incident" means a confirmed unauthorized access to, or unauthorized acquisition, disclosure, alteration, or destruction of, Customer Data in Provider's possession or control. Provider's notice will describe the nature of the incident, the categories of data affected to the extent known, the measures Provider has taken or proposes to take, and a contact for further information. Provider will reasonably cooperate with Customer in Customer's investigation and in any notifications Customer is required to make under applicable Law.
Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer Systems; (d) the security and use of Customer's and its Authorized Users' Access Credentials; and (e) all access to and use of the Services and Provider Materials directly or indirectly by or through Customer Systems or its or its Authorized Users' Access Credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.
Customer shall pay Provider the fees set forth in the applicable Order Form ("Fees") in accordance with this Section.
All Fees and other amounts payable by Customer are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer, other than any taxes imposed on Provider's income.
Customer shall pay all Fees in advance of the applicable billing cycle as set forth in the Order Form. Customer shall make all payments in US dollars by credit card or ACH transfer. At all times during the Term, Customer shall maintain a valid credit card or ACH account on file with Provider. Customer shall immediately notify Provider of any change or update to Customer's payment information.
If Customer fails to make any payment when due then, in addition to all other remedies that may be available:
All amounts payable to Provider shall be paid by Customer in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law).
Provider may increase Fees (a) upon an assignment of these Terms by Customer pursuant to Section 17.8; (b) pursuant to Section 5.2; or (c) effective as of any Renewal Term, upon at least thirty (30) days' written notice prior to the end of the then-current Term.
Unless otherwise agreed upon in writing by Provider, all Fees are payable in advance and are non-refundable once paid, except as expressly provided in Section 16.1 and Section 16.3A.
In connection with these Terms each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to Section 11.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential." All Provider Materials and the financial terms of any Order Form are the Confidential Information of Provider.
Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to disclosure; (b) was or becomes generally known by the public other than by the Receiving Party's or its Representatives' noncompliance with these Terms; (c) was or is received by the Receiving Party on a non-confidential basis from a third party not under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall, for the Term and a period of two (2) years following expiration or termination:
Notwithstanding the foregoing, the Receiving Party's obligations with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection other than as a result of any act or omission of the Receiving Party or its Representatives.
If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 11.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order. If the Disclosing Party waives compliance or the Receiving Party remains required by Law to disclose, the Receiving Party shall disclose only that portion it is legally required to disclose and, on request, shall use commercially reasonable efforts to obtain assurances that such Confidential Information will be afforded confidential treatment.
All right, title, and interest in and to Provider Materials, including all Intellectual Property Rights therein, are and will remain with Provider and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest therein. Customer has no right, license, or authorization with respect to any Provider Materials except as expressly set forth in Section 3.1 or the applicable third-party license, in each case subject to Section 5.1. All other rights in and to Provider Materials are expressly reserved by Provider. Customer hereby unconditionally and irrevocably grants to Provider an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.
As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 12.3.
Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Provider, its Subcontractors, and Provider Personnel to enforce these Terms and exercise their rights and perform their obligations hereunder.
If Customer provides Provider with any suggestions, enhancement requests, or other feedback relating to the Services, Provider may use such feedback without restriction or obligation.
Each party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under these Terms; and (c) acceptance of these Terms has been duly authorized by all necessary corporate or organizational action.
Provider represents, warrants, and covenants that Provider will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and will devote adequate resources to meet its obligations under these Terms.
Customer represents, warrants, and covenants that Customer owns or otherwise has and will have the necessary rights and consents in and relating to Customer Data so that, as received by Provider and Processed in accordance with these Terms, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party, or violate any applicable Law.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 13.1 AND SECTION 13.2, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS." PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
ANY FIGURES REGARDING TIME SAVINGS, RETENTION RATES, EFFICIENCY, OR OTHER OUTCOMES PRESENTED IN PROVIDER'S MARKETING MATERIALS ARE ILLUSTRATIVE ONLY AND ARE NOT A GUARANTEE OF RESULTS.
Provider shall indemnify, defend, and hold harmless Customer from and against any and all Losses incurred by Customer directly resulting from any Action by a third party (other than an Affiliate of Customer) that Customer's or an Authorized User's use of the Services (excluding Customer Data and Third-Party Materials) in accordance with these Terms (including the Specifications) infringes or misappropriates such third party's Intellectual Property Rights in the Territory. The foregoing obligation does not apply to the extent that the alleged infringement arises from:
Customer shall indemnify, defend, and hold harmless Provider and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a "Provider Indemnitee") from and against any and all Losses incurred by such Provider Indemnitee arising out of or resulting from any Action by a third party that arises out of or results from, or is alleged to arise out of or result from:
Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action without the Indemnitee's prior written consent. If the Indemnitor fails or refuses to assume control of the defense, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor. The Indemnitee's failure to perform any obligations under this Section will not relieve the Indemnitor of its obligations except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result.
If any of the Services or Provider Materials are, or in Provider's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer's or any Authorized User's use is enjoined or threatened to be enjoined, Provider may, at its option and sole cost and expense: (a) obtain the right for Customer to continue to use the Services and Provider Materials as contemplated by these Terms; (b) modify or replace the Services and Provider Materials, in whole or in part, to seek to make them non-infringing while providing equivalent features and functionality; or (c) by written notice to Customer, terminate these Terms and require Customer to immediately cease any use of the Services and Provider Materials.
THIS SECTION 14 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THESE TERMS INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR THEIR SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Each Order Form specifies one of the following plan types:
(a) Monthly Plan. The subscription begins on the effective date of the Order Form and continues on a month-to-month basis with no minimum commitment. Either party may cancel a Monthly Plan effective at the end of the then-current monthly billing period by giving written notice at least ten (10) days before the end of that period. Fees already paid for the current billing period are not refundable.
(b) Annual Prepaid Plan. The subscription begins on the effective date of the Order Form and continues for twelve (12) months (the "Initial Term"). Fees for the entire Initial Term are payable in advance at the discounted rate stated on the Order Form. Because the discount is consideration for prepayment, Fees for an Annual Prepaid Plan are not refundable in whole or in part if Customer ceases use before the end of the Initial Term, except where Customer terminates under Section 16.3A.
(a) Monthly Plan. A Monthly Plan continues month to month until cancelled under Section 16.1(a).
(b) Annual Prepaid Plan. An Annual Prepaid Plan will automatically renew for successive twelve (12) month terms at Provider's then-current rates unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current term (each a "Renewal Term" and, collectively with the Initial Term, the "Term"). Provider will send Customer a renewal reminder by email to the Customer Administrator at least thirty (30) days before each renewal, stating the renewal date, the renewal Fees, and how to cancel.
In addition to any other express termination right set forth in these Terms, Provider may terminate:
Customer may terminate the applicable Order Form effective on written notice to Provider if Provider materially breaches these Terms and such breach remains uncured thirty (30) days after Customer provides Provider with written notice describing the breach in reasonable detail. Where Customer terminates an Annual Prepaid Plan under this Section, Provider will refund the pro-rata portion of prepaid Fees attributable to the remainder of the then-current term, calculated from the effective date of termination.
Upon any expiration or termination, except as expressly otherwise provided:
The provisions set forth in the following sections, and any other right or obligation of the parties that by its nature should survive, will survive any expiration or termination: Section 5.1, Section 6.4, Section 11, Section 13.4, Section 14, Section 15, Section 16.3A, Section 16.4, this Section 16.5, and Section 17.
Provider may modify these Terms from time to time. Provider will post the modified Terms with an updated "Last updated" date and, for changes that materially affect Customer's rights or obligations, will provide notice by email to the Customer Administrator or in-product at least thirty (30) days before the changes take effect. Changes will not apply retroactively and, for Customers with an Order Form in effect, will take effect at the commencement of the next Renewal Term unless otherwise required by Law. Continued use of the Services after the effective date of modified Terms constitutes acceptance.
On a party's reasonable request, the other party shall, at the requesting party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to these Terms.
The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to these Terms or, unless expressly permitted, otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Provider may, without Customer's consent, include Customer's name and other indicia in its lists of Provider's current or former customers in promotional and marketing materials.
Any notice, request, consent, claim, demand, waiver, or other communication under these Terms has legal effect only if in writing and addressed to (a) Provider at the address set forth in Section 1, or such other address as Provider may specify from time to time; or (b) Customer, at the address set forth on the applicable Order Form. Notices will be deemed effectively given: (i) when received, if delivered by hand, with signed confirmation of receipt; (ii) when received, if sent by a nationally recognized overnight courier, signature required; (iii) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid; or (iv) if by Provider via email, when sent, if sent during Customer's normal business hours, and on the next business day, if sent after Customer's normal business hours.
For purposes of these Terms: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to these Terms as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders. The parties intend these Terms to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument.
These Terms, together with all Order Forms and the DPA, constitute the sole and entire agreement of the parties with respect to their subject matter and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. In the event of any inconsistency between these Terms and an Order Form, these Terms control unless the Order Form expressly states otherwise and is signed by both parties.
Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under these Terms, whether voluntarily, involuntarily, by operation of law, or otherwise, without Provider's prior written consent. Any merger, consolidation, equity sale, or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer requiring Provider's prior written consent. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance. Any purported assignment, delegation, or transfer in violation of this Section is void. Provider may assign these Terms without the consent of or notice to Customer. These Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
(a) No Breach or Default. In no event will Provider be liable or responsible to Customer, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term when and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control (a "Force Majeure Event"), including (i) acts of God; (ii) flood, fire, earthquake, pandemics, epidemics, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power or transportation facilities. Provider may terminate if a Force Majeure Event continues substantially uninterrupted for a period of thirty (30) days or more.
(b) Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, Provider shall give prompt written notice to Customer stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize its effects.
These Terms are for the sole benefit of the parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever.
No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise thereof.
If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction.
These Terms are governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois, in each case located in Cook County, Illinois, and each party irrevocably submits to the exclusive jurisdiction of such courts. Service of process, summons, notice, or other document by mail to such party's address shall be effective service of process for any suit, action, or other proceeding brought in any such court.
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Customer acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations under these Terms would cause Provider irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Provider will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.
In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other arising out of or related to these Terms, the prevailing party is entitled to recover its attorneys' fees and court costs from the non-prevailing party.
InsurSync Inc.
332 S. Michigan Avenue, Suite 121 #6045
Chicago, Illinois 60604
Support: support@insursync.io
Legal: admin@insursync.io