PLEASE READ THESE VERTAFORE CLIENT PORTAL TERMS OF USE (“TERMS OF USE”) CAREFULLY BEFORE USING THE VERTAFORE CLIENT PORTAL. THESE TERMS OF USE FORM A LEGAL AGREEMENT BETWEEN YOU AND THE INSURANCE AGENCY AUTHORIZING YOUR ACCESS TO THE VERTAFORE CLIENT PORTAL (“YOUR INSURANCE AGENCY”). YOUR INSURANCE AGENCY IS PROVIDING YOU ACCESS TO THE VERTAFORE CLIENT PORTAL PURSUANT TO ITS AGREEMENT WITH VERTAFORE, INC.

IN ORDER TO ACCESS AND USE THE VERTAFORE CLIENT PORTAL:

• (I)   YOUR INSURANCE AGENCY MUST BE AUTHORIZED TO PROVIDE YOU WITH ACCESS TO THE VERTAFORE CLIENT PORTAL UNDER A SEPARATE AND EXISTING AGREEMENT OR SERIES OF AGREEMENTS BETWEEN VERTAFORE AND YOUR INSURANCE AGENCY (“VERTAFORE ACCESS AGREEMENT”); AND
• (II)   YOU MUST HAVE BEEN GIVEN PERMISSION BY YOUR INSURANCE AGENCY TO ACCESS AND USE THE VERTAFORE CLIENT PORTAL USING AN INDIVIDUAL USERNAME AND PASSWORD.

UNLESS (I) AND (II) ARE TRUE, YOU MAY NOT USE THE VERTAFORE CLIENT PORTAL. BY ACCESSING OR USING THE VERTAFORE CLIENT PORTAL, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE AND THE VERTAFORE CLIENT PORTAL PRIVACY POLICY, AVAILABLE AT http://www.vertafore.com/clientportalprivacypolicy, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, DO NOT ACCESS OR USE THE VERTAFORE CLIENT PORTAL.

Grant of Right to Access

You are granted a revocable, limited, non-exclusive, non-transferable license to access and use the Vertafore Client Portal conditioned on your continued acceptance of, and compliance with, these Terms of Use. You may access and use the Vertafore Client Portal solely for your benefit as an insured. The information and material made available to you on the Vertafore Client Portal (collectively referred to as “Content”) may be downloaded, copied and printed solely for your benefit as an insured and for no other purpose.

Vertafore and Your Insurance Agency reserve the right to withdraw or amend the Vertafore Client Portal, and any service or Content provided on the Vertafore Client Portal, in their sole discretion without notice. Vertafore and Your Insurance Agency will not be liable if for any reason all or any part of the Vertafore Client Portal is unavailable at any time or for any period.

Data

In connection with your use of the Vertafore Client Portal, you may provide information by inputting such information into the Vertafore Client Portal. You are responsible for the accuracy and completeness of all information you input into the Vertafore Client Portal.

Notwithstanding any other provision herein, Vertafore shall have the right to access, compile, and aggregate information collected from you via the Vertafore Client Portal into de-identified data that does not include (a) any personally identifiable information of you or (b) other information required to be protected by applicable law (“De-identified Aggregate Data”). Vertafore may use such De-Identified Aggregate Data for any lawful purpose, including without limitation statistical analysis, benchmarking and research purposes. As between you and Vertafore, Vertafore shall own all De-identified Aggregate Data.

Ownership and Proprietary Rights

Vertafore and Your Insurance Agency, as applicable, retain sole and exclusive title to and ownership of the Vertafore Client Portal and the content therein. The Vertafore Client Portal is protected by U.S. and foreign copyright laws, trade secret and other proprietary laws. You agree not to delete any copyright or other proprietary notice on the Vertafore Client Portal.

Use Restrictions

Except as otherwise provided in these Terms of Use, you may not copy, distribute, decompile, reverse engineer, disassemble, modify, attempt to derive the source code of or create derivative works of any of the material on the Vertafore Client Portal. You agree not to use the Vertafore Client Portal in any manner that could disable, overburden, damage, or impair it or interfere with any other party’s use of the Vertafore Client Portal.

You may use the Vertafore Client Portal only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Vertafore Client Portal in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

You agree not to include any health-related information, whether or not related to any claims, in any information or documents you provide or upload in your use of the Vertafore Client Portal. In the event you need to include, disclose or upload health-related information, you agree to contact Your Insurance Agency directly.

Confidentiality and Password Protection

You acknowledge the Vertafore Client Portal and its contents are confidential and agree to exercise at least the same degree of care to maintain the confidentiality of the Vertafore Client Portal as you use to maintain the confidentiality of your own most confidential information.

Prior to accessing or using the Vertafore Client Portal, you must receive a username andpassword from Your Insurance Agency. You must treat your username and password as confidential and not disclose it to any other person or entity. Vertafore and Your Insurance Agency maintain the right to disable your username, password or other identifier, whether chosen by you or provided by Your Insurance Agency, at any time in their sole discretion for any or no reason, including, if in their opinion, you have violated any provision of these Terms of Use.

Privacy

The Vertafore Client Portal Privacy Policy (available at http://www.vertafore.com/clientportalprivacypolicy) contains information about Vertafore’s data protection policies and explains how information that is generated by your use of the Vertafore Client Portal is collected, used, and/or shared by Vertafore. You acknowledge that you have read the Vertafore Client Portal Privacy Policy and consent to Vertafore’s collection, use, and/or sharing of such information as set forth therein. Your Insurance Agency itself does not collect any information generated by your use of the Vertafore Client Portal but Vertafore may share information collected by Vertafore with Your Insurance Agency. For more information about Your Insurance Agency’s privacy practices, please contact Your Insurance Agency.

DISCLAIMER OF WARRANTY AND LIMITATION OF DAMAGES

Vertafore and Your Insurance Agency cannot and do not guarantee or warrant that files available for downloading from the Internet or the Vertafore Client Portal will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintain a means external to the Vertafore Client Portal for any reconstruction of lost data.

VERTAFORE AND YOUR INSURANCE AGENCY ARE NOT LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE VERTAFORE CLIENT PORTAL, ANY SERVICES OBTAINED THROUGH THE VERTAFORE CLIENT PORTAL, YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE VERTAFORE CLIENT PORTAL OR ON ANY WEBSITE LINKED TO THE VERTAFORE CLIENT PORTAL.

THE VERTAFORE CLIENT PORTAL, ITS CONENT AND ANY SERVICES OBTAINED THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER VERTAFORE NOR YOUR INSURANCE AGENCY WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE VERTAFORE CLIENT PORTAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Indemnity

You agree to indemnify and hold harmless Vertafore, Your Insurance Agency and their respective subsidiaries, officers, directors, shareholders, agents and employees from any claim made by any third party due to or arising directly or indirectly out of your conduct in connection with your use of the Vertafore Client Portal, any alleged violation by you of these Terms of Use, and any alleged violation of any applicable law or regulation.

Termination

These Terms of Use are effective until terminated by you, Your Insurance Agency or Vertafore. Your rights under these Terms of Use will terminate automatically without notice: (i) if you fail to comply with any provision of these Terms of Use; or (ii) if, at any time and for any reason, there is no effective and applicable Vertafore Access Agreement in place. In their sole discretion and without liability, Vertafore or Your Insurance Agency may terminate these Terms of Use or modify, remove, or disable the Vertafore Client Portal at any time. Upon the termination of these Terms of Use, any rights to use or access the Vertafore Client Portal shall cease and all usernames and passwords shall become inactive, at which point you shall cease all use of the Vertafore Client Portal. All provisions of these Terms of Use except for the license to use the Vertafore Client Portal will survive termination and continue in effect.

Third Party Beneficiary

The parties acknowledge and agree that Vertafore and its respective subsidiaries are third-party beneficiaries of these Terms of Use, and that, upon your acceptance of these Terms of Use, Vertafore and its respective subsidiaries will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary hereof.

Waiver

You agree that if Vertafore or Your Insurance Agency do not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which Vertafore or Your Insurance Agency has the benefit of under any applicable law), this will not be deemed a formal waiver of Vertafore’s or Your Insurance Agency’s rights and that those rights or remedies will still be available to Vertafore or Your Insurance Agency. You agree that this is the entire agreement between you and Your Insurance Agency governing your use of the Vertafore Client Portal.

Governing Law and Jurisdiction

You agree that these Terms of Use will be governed by the laws of the State of Washington without regard to conflict-of-laws provisions. You agree to submit to the exclusive jurisdiction and venue of the courts located within the city of Seattle, Washington to resolve any legal matter arising from these Terms of Use.

Contact Information

Questions, comments, complaints, or claims relating to the Vertafore Client Portal or these Terms of Use should be addressed to Your Insurance Agency.

Last Updated: February 23, 2015