THIS END USER LICENSE AGREEMENT BEING A BINDING LEGAL AGREEMENT (THE "AGREEMENT") IS ENTERED INTO BETWEEN YOU ("LICENSEE") AND INSURANCE TECHNOLOGIES CORPORATION ("ITC"). THE AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH LICENSEE MAY USE THE SERVICES. BY CLICKING ON THE ACCEPT BUTTON OR USING OR ACCESSING THE SERVICES, LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ALL OF ITS TERMS, CONDITIONS, AND PROVISIONS. IF LICENSEE DOES NOT AGREE WITH THIS AGREEMENT (AND DOES NOT WANT TO BE BOUND BY THIS AGREEMENT), LICENSEE SHOULD CLICK THE REJECT BUTTON AND SHALL NOT USE OR ACCESS THE SERVICES.

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This summary only features select relevant updates to this End User License Agreement and does not aim to replace/misrepresent the full text below.

End User License Agreement

WHEREAS, ITC developed, owns and maintains a collection of Services for individuals to obtain and insurance agents to obtain or provide comparative insurance quotes for to personal lines insurance coverage from insurance companies or agency management services;

WHEREAS, The Services (a) permit Users to enter applicant information, (b) transmits the applicant information to various insurance companies; (c) returns quotes from the insurers to Users; or (d) manage insurance applicants, clients or policies;

WHEREAS, ITC agrees to provide Licensee and its customers with access to the Services pursuant to the terms of this Agreement;

NOW THEREFORE, in recognition of the mutual consideration hereunder, and the above recitals, the parties agree as follows:

  1. Definitions. In this Agreement, the following definitions apply unless expressly stated otherwise.

    "Affiliate" means any entity that directly or indirectly: majority owns or controls, is majority owned or controlled by, or is under common majority ownership or control with, a party to this Agreement or any company that is a successor (whether by change of name, merger, consolidation, reorganization, stock or asset purchase) to any such party or its business and assets.

    "Agent" means any employee, officer, director, partner, consultant, representative, third-party service provider, contractor or other person designated by a party to act or perform on its behalf (including, without limitation, a subcontractor or delegate, pursuant to the Subcontracting & Delegation section herein).

    "Applicable Standards" mean laws, regulations, and government directives and all industry standards with respect to the access and use of Protected Information.

    "Personally Identifiable Information" or "Protected Information" means any information collected from or about any individual person(s) that the parties, their employees, or anyone acting on its behalf accesses pursuant to the Agreement including any personally identifiable information collected from or about any individual including, names, contact information (including, without limitation, e-mail addresses, postal addresses nd telephone numbers), government identification numbers, financial account numbers, payment card information, transaction information, credit report information, biometric information, IP addresses, network and hardware identifiers, geolocation information, and any other information about individuals or their use of the Services (including products and services provided by ITC on Licensee's behalf).

    "Query" means a request for data generated by Licensee submitted to ITC.

    "Query Response" means information received by Licensee from ITC in response to a Query.

    "Services" means a collection of comparative rating software products and services collectively known as AccuAuto, TurboRater and TurboRater for Websites which provides comparative rates for insurance from various insurance carriers via web and API based interfaces or a collection of agency management software products and services collectively known as AccuAgency, Agency Matrix and InsurancePro which provide the administration and management of insurance applicants, clients and policies.

    "Third Party Providers" means anyone acting on behalf of either party to assist in the performance of this Agreement. Third Party Providers include Licensee's appointed or un-appointed carriers, Managing General Agencies, and other providers of rates and data used by and within the Services. Some of the information supplied to Licensee in connection with the delivery of the Services may constitute data or information owned by persons or entities other than ITC. Licensee acknowledges that the Third Party Providers own all rights, title and interest in and to their respective databases including, but not limited to, all literary property rights, copyrights, trademarks, trade secrets, trade names, service marks, and logos. Licensee shall use commercially reasonable efforts to prevent and protect the contents of the databases from unauthorized disclosure, copying or use. Licensee's obligations concerning misuse and confidentiality of the Third Party Provider's databases and rights of action against Licensee for any breach thereof shall survive the termination of this agreement.

    "User" means a user of the Services using a unique IP address or a user that is tied to an individual account or credentials of Licensee or Licensee's Affiliates.

  2. License Grant.
    1. License Grant. ITC hereby grants to Licensee and its Affiliates a limited, revocable, non-transferable, non-exclusive, non-sublicensable license, to access and use the Services. Nothing in the Agreement will prohibit ITC from providing the Services to, or performing similar services for, any third party.
    2. Restrictions. Except as otherwise set forth herein, Licensee will not and will not knowingly permit Affiliates and Users to: (i) modify, copy, distribute, or make derivative works based on any part of the Services; (ii) except to the extent applicable law permits notwithstanding this limitation, reverse engineer, disassemble, decompile or otherwise attempt to access the source code of the Services; (iii) remove, efface, or obscure any copyright or other proprietary notices or legends included in the Services; (iv) interfere in any manner with the operation of the Services; (v) transfer, assign, or license rights to the Services other than as permitted under this Agreement; (vi) create any derivative work from, or adaption of the Services; or (vi) otherwise use the Services in any manner that is not expressly authorized in or exceeds the scope of this Agreement. Licensee will use the Services in compliance with the documentation and instructions provided by ITC to the extent they do not conflict with the terms of this Agreement.
  3. Ownership. As between the parties, ITC retains all right, title, and interest in and to the Services, and all intellectual property rights embodied therein, and except as expressly provided herein, nothing in this Agreement transfers or licenses any rights in or ownership of the Services, or any intellectual property rights of ITC. As between the parties, Licensee retains all right, title, and interest in and to the Query information, and all intellectual property rights embodied therein, and except as expressly provided herein, nothing in this Agreement transfers or licenses any rights in or ownership of the Query information, or any intellectual property rights of Licensee.
  4. Obligations.
    1. Service Level. Licensee or Agent of Licensee understands that (i) for Services that require Internet access, ITC will maintain 99.9% per month (the "Uptime Target") availability and functionality for the Services provided to the Licensee, subject to reasonable periods of maintenance.  ITC will use reasonable efforts to perform such maintenance for the Services between Sunday at 12:00 am. CST and Sunday at 6:00am CST ("Scheduled Maintenance").  Licensee expressly acknowledges that to the extent the following matters are beyond the reasonable control of ITC they may cause the Services to be unavailable, delayed, limited or slow (and, as such, none of which will apply to the downtime calculation): (1) Scheduled Maintenance, (2) a failure of the Internet including but not limited to data center connectivity, domain name system, third party registrars, backbone connectivity and/or public switched telephone networks; (3) hardware failure, including among other things failures of computers (including Licensee's own computers), servers, networks, telecommunication lines and connections, and other electronic and mechanical equipment or software failure, including among other things, bugs, errors, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls or screening programs, unreadable codes, or irregularities within particular documents, rates, or other content provided by Third Party Providers and systems outside of ITC's control; (4) overload of system capacities due to denial of service style attacks; (5) damage caused by severe weather, earthquakes, wars, insurrection, riots, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown or natural disasters; (6) extended interruption (whether partial or total) of power supplies or other utility of service; (7) strike or other stoppage (whether partial or total) of labor; (8) governmental or regulatory restrictions, exchange rulings, court or tribunal orders; or (9) any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond the reasonable control of ITC, and (ii) as the sole recourse available to the Licensee for breach of the foregoing assurance, upon request ITC will credit Licensee a credit towards the Services upon a prorated basis by calculating the difference in Fees actually paid by Licensee between the actual monthly uptime and the Uptime Target.
    2. Licensee. Licensee or Agent of Licensee (i) may not access the Services to conduct or provide (1) market basket analysis, (2) rate analysis, or (3) third-party comparative rating services competitive with ITC, (ii) will provide reasonable non-monetary assistance to ITC in obtaining new carriers, markets, or products requested by Licensee, (iii) will not knowingly engage in any activities related to the Services that is prohibited by applicable law, regulation or the terms of any agreements it may have with ITC or knowingly facilitate the violation of any law or regulation, (iv) will not attempt to utilize another user's account or persona without proper authorization. Licensee further agrees not to use the Services to violate the privacy or security of ITC or any third party, (v) may be used by Licensee in its business operations only. The Services may be used only at the physical locations to which they are licensed. Use of the Services at a location for which the Licensee is not licensed, is expressly prohibited except in the case of Users. In the event that Licensee shall wish to expand the permissible use of the Services, it may do so only with the prior written consent of ITC (which may require payment of additional license fees), which consent shall not be unreasonably withheld, and (vi) use the Services in its internal business operations only.
    3. ITC. ITC will not be responsible for verifying the accuracy of the Query or Query Response Information.
  5. Representations and Warranties.
    1. By Both Parties. Each party represents and warrants that, (i) it is duly formed and validly existing under the laws of its state of formation and has all rights and the corporate capacity to enter into this Agreement and to perform each of its obligations hereunder, and (ii) it will comply with all applicable laws, statutes, ordinances, codes, rules and regulations of any governmental body.
    2. By ITC. ITC represents and warrants that, (i) it has and will retain the legal right through ownership or other legal arrangements to offer the Services, (ii) it has and will retain all necessary rights to grant the licenses in this Agreement and provide the Services to Licensee, (iii) it has used and will continue to use reasonable care and skill in developing and collecting the Services, (iv) the Services will materially conform to the specifications set forth in this Agreement, and (v) the Services (1) is of no less quality and coverage than equivalent content that ITC licenses to other parties or makes available through its own websites, products, or services, and (2) does not contain any viruses or other malicious code, or other defects that could damage or disrupt Licensee's or User's systems, (vi) it has used and will continue to use reasonable care and skill in developing the Services, (vii) it will use commercially reasonable efforts, consistent with industry practices, in its the collection, storage, use, and disclosure of Personally Identifiable Information, and (viii) the design, development, manufacture, production, sale and use by ITC of the Services will not infringe, misappropriate or otherwise make any unlawful or unauthorized use of any rights of a third party.
    3. By Licensee. Licensee represents and warrants that, (i) it has used and will continue to use reasonable care and skill using the Services and (ii) it will use commercially reasonable efforts, consistent with industry practices, in the collection, storage, use, and disclosure of Personally Identifiable Information.
    4. Disclaimers.

      EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS-IS." EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER ITC NOR LICENSEE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AND EACH PARTY EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

      ITC DOES NOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ITC WILL CORRECT ALL ERRORS. LICENSEE ACKNOWLEDGES THAT ITC DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ITC IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS THAT ARE BEYOND ITS REASONABLE CONTROL.

      BY OFFERING SERVICES OVER THE INTERNET, NO SOLICITATION IS MADE BY ITC TO ANY PERSON IN JURISDICTIONS WHERE THE PROVISION OF SUCH PRODUCTS OR SERVICES ARE PROHIBITED BY LAW.

  6. Information Usage and Protection.
    1. Confidential Disclosures; Security. Subject to the other provisions of this agreement, ITC shall not disclose or use any Protected Information provided by Licensee to ITC. Protected Information shall not be reproduced or shared with any other party except those entities with which ITC may from time to time contract in accordance with the fulfillment of the Services and which disclosure shall comply with all state and federal statutes and regulations governing the disclosure of non-public Personally Identifiable Information.
    2. Monitoring. ITC reserves the right to monitor the usage of Services as they are used by the Licensee and its Affiliates. This right is used to, among other things, improve the customer support services, develop and evaluate potential improvements to the Services (and other ITC products and services), and to prevent any unauthorized use of the Services.
    3. Use of Statistical Information. ITC shall be expressly permitted to collect and aggregate information provided by Licensee in connection with Licensee's use of the Services, including Query and Query Response data, but such aggregated information will not be associated with any individual in a personally identifiable manner ("Statistical Information"). Such information may be used by ITC, and/or shared by ITC with third parties, for aggregated analysis and statistical purposes. Licensee hereby consents to such use and/or sharing of such statistical information, provided that the information is not associated with any individual or Licensee in a personally identifiable manner.
    4. Use of Personal or Confidential Information by Licensee and ITC. Licensee acknowledges that Personally Identifiable Information can identify Licensee or its customers is collected by ITC when entered by Licensee. Licensee represents and warrants to ITC (as an important inducement for ITC to enter into this agreement and permit access to the Services) that its entry of any such information or any customer or consumer nonpublic personal information into the Services is for the purposes of processing a financial transaction expressly requested or authorized by such customer or consumer and that Licensee has obtained from each such customer or consumer all consents and approvals as may be required for the use, entry and disclosure of such personal information by Licensee and ITC for the purpose of processing transactions under this Agreement. Licensee and ITC each agrees to maintain and shall cause its officers, directors, employees, and permitted agents and subcontractors, if any, to maintain the confidentiality and security of such personal information obtained through the use of the Services and to prevent the disclosure of such information to third parties except as may be required or permitted by applicable law. Licensee and ITC may transmit, monitor, retrieve, store and use such personal information and data only as described herein and as permitted by applicable law.  Licensee shall indemnify and hold harmless ITC and its affiliates, subsidiaries, directors, officers and employees from any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach by Licensee of its representations, warranties, or obligations under this section. ITC shall indemnify and hold harmless Licensee and its affiliates, subsidiaries, directors, officers and employees from any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach by ITC of its representations, warranties, or obligations under this section.
    5. Information Protection Program. (i) ITC will establish, implement, and maintain a reasonable program (a "Information Protection Program") of organizational, operational, administrative, physical, and technical safeguards appropriate to (1) prevent any access to Protected Information in a manner not authorized by the Agreement, and (2) comply with and meet all Applicable Standards. (ii) Licensee and Licensee's Agents will establish, implement, and maintain a reasonable program of organizational, operational, administrative, physical, and technical Safeguards appropriate to (1) prevent any access to Protected Information in a manner not authorized by the Agreement, and (2) comply with and meet all Applicable Standards and (iii) the Parties shall exercise the necessary and appropriate supervision over their relevant officers, directors, employees, and permitted agents and subcontractors to maintain appropriate privacy, confidentiality and security of Protected Information, as applicable. Prior to providing access to Protected Information, as applicable, to Third Party Providers, each Party shall require Third Party Providers to comply with its Information Protection Program, and provide training, as appropriate, regarding the privacy, confidentiality and information security requirements applicable to Protected Information, as applicable.
    6. Information Security Incident and Notification. Within seventy-two (72) hours, each Party shall inform the other Party in writing, whenever the Party reasonably believes that there has been any unauthorized access or disclosure, unauthorized, unlawful or accidental loss, misuse, destruction, acquisition of, or damage to Company Information, or any other unauthorized processing of Protected Information ("Information Security Incident"). Each Party shall inform the other Party with as many details as known at that time (and regularly update the other Party thereafter in writing or by email setting out in reasonable detail, without limitation, the nature of the information compromised, threatened, or potentially compromised, the specific information compromised or potentially compromised and of all events which may adversely affect the Party’s ability to provide or receive the Services. After providing notice, the informing Party will investigate the Information Security Incident and take all necessary steps to eliminate or contain the exposure of Protected Information, as applicable, and to restore the security of compromised systems, files and information. The informing Party shall keep the other Party informed of the status of the Information Security Incident, all assessments and plans of actions taken by it in response to the Information Security Incident, and all other related matters. The Parties, as applicable, may participate in any investigation, and shall promptly be provided by the informing Party with a full incident report prepared by or for the informing Party relating to an Information Security Incident. The informing Party further agrees to provide reasonable assistance and cooperation requested by the other Party and/or its designated representatives, in the furtherance of any correction, remediation, or investigation of any Information Security Incident and/or the mitigation of any damage, including any notification that the other Party may determine appropriate to send to affected individuals, regulators or third parties, and/or the provision of any credit reporting service that the other Party deems appropriate to provide to affected individuals. In addition, within 30 days of identifying or being informed of any Information Security Incident arising from any act or omission by the informing Party, the informing Party will develop and execute a plan, that reduces the likelihood of a recurrence of an Information Security Incident.
    7. Return or Destruction. Upon completing the performance of services or functions for which the Licensee's Protected Information is provided, upon request by Licensee, ITC will return to Licensee or destroy, at Licensee's option, all such Protected Information in ITC's possession or control, except as set forth in this section.
    8. Retention of Statistical Information. Statistical Information aggregated using Protected Information may be kept indefinitely.
    9. Archival Copies. ITC will use its best efforts to secure any backup copies of Protected Information automatically created by the Services, systems, devices or media ("Archival Copies").  Except as set forth in Section 6(j) and 6(k), (i) ITC will securely destroy all Archival Copies of Protected Information, following an industry standard procedure for complete destruction such as NIST Special Publication 800-88, and (ii) to the extent it is reasonably necessary to preserve Archival Copies to ensure the availability of the Services, systems, devices or media, ITC will (1) render all Protected Information on the Archival Copies permanently inaccessible, such as by destroying all copies of all encryption keys required to decrypt Protected Information and (2) securely destroy such Archival Copies promptly when the Archival Copies are no longer reasonably necessary.
    10. Legal Retention Obligations. ITC is required by applicable law and contract to retain Protected Information following expiration or termination of the Agreement, ITC will: (i) retain only the Protected Information and the copies ITC is required by law or contract to retain, (ii) not permit anyone to access Protected Information retained except as required by law, including those personnel who need to access Protected Information in compliance with law, and; (iii) securely destroy all copies of Protected Information as soon as ITC is not required by law to retain them. Prior to such destruction, ITC will maintain all applicable Safeguards to protect the security, privacy and confidentiality of the retained information.
    11. Audit Requirements. ITC may retain archival copies of Protected Information for the limited purpose of allowing audit of ITC's usage of data licensed to ITC, if ITC will: (i) retain only the Protected Information and the copies ITC is required to retain to comply with such audit obligations, (ii) not permit anyone to access Protected Information retained pursuant to this section except as required to comply with such audit obligations, and (ii) securely destroy all copies of Protected Information as soon as ITC is not required by governmental authorities to retain them. Prior to such destruction, ITC will maintain all applicable Safeguards to protect the security, privacy and confidentiality of the retained information.
    12. Driver and Motor Vehicle Records; Third Party Sources. The Services may provide access to Protected Information from Third Party Providers including but not limited to credit reports, motor vehicle and driver records ("Protected Third Party Data"). Licensee understands that (i) in accordance with the Driver's Privacy Protection Act (DPPA) and other state and federal regulations, Protected Third Party Data may only be accessed and used by Licensee, Licensee's carriers or managing general agencies, and its Agents in connection with the rating or underwriting provided by the Services, (ii) ITC does not guarantee the accuracy or timeliness of the Protected Third Party Data provided, and (iii) ITC shall not be liable for any loss or damage of any kind and howsoever caused resulting from Licensee's use or misuse of the Protected Third Party Data information.
  7. Limitations of Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), DATA, OR DATA USE. EACH PARTY'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE GREATER OF THE TOTAL FEES ACTUALLY PAID TO ITC IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
  8. Indemnification.
    1. Indemnification by Licensee. Licensee will indemnify, defend and hold harmless ITC and its directors, officers, employees, and agents ("Representatives") from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), that are asserted against, incurred, or suffered by any of them, arising out of or in connection with (i) a breach of Licensee's or Agent's representations and warranties or obligations under this Agreement, or (ii) Licensee's willful misconduct, gross negligence or negligent acts, errors or omissions.
    2. Indemnification by ITC. ITC will indemnify, defend and hold harmless Licensee, its Representatives, Affiliates, managers, and Users from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), that are asserted against, incurred, or suffered by any of them arising out of or in connection with (i) a breach of ITC's representations and warranties or obligations under this Agreement, (ii) a claim, demand or action alleging that the use of the Services in compliance with this Agreement infringes a third party's intellectual property rights, or (iii) ITC's willful misconduct or gross negligence or negligent acts, errors or omissions.
    3. Exclusions. The foregoing indemnification obligations will not apply to the extent the underlying allegation arises from the indemnified party's breach of this Agreement.
    4. Conditions. A party must promptly notify the other party in writing of any third party claim or suit described in this section. The failure to give prompt written notice will not, however, relieve the indemnifying party of its indemnification obligations, except and only to the extent that the indemnifying party forfeits rights or defenses by reason of the failure. The indemnifying party will have sole control of the defense and settlement of such claim or suit. The indemnifying party will not enter into settlement of any such third-party claim without the prior written consent of the indemnified party (which consent will not be unreasonably conditioned, withheld or delayed) if the settlement includes any admission on the part of the indemnified party of wrongdoing, does not include an unconditional release of the indemnified party from liability, or contains any sanctions against the indemnified party other than the payment of money for which payment the indemnifying party will pay. The indemnified party will have the right, at its own cost and expense, to participate in the defense of any third-party claim with counsel selected by it subject to the indemnifying party's right to control the defense thereof. The parties will cooperate with each other in all reasonable respects in connection with the defense of any third-party claim, including making available records and personnel relating to the third-party claim.
  9. Term and Termination.
    1. Term. This Agreement will commence upon the acceptance of this Agreement and continue for two years (the "Initial Term"). Unless a party terminates this Agreement as provided in Section 9(b) of this Agreement will automatically renew ("Automatic Renewal") for successive two year terms (each a "Renewal Term", the Initial Term and all Renewal Terms, collectively, the "Term").
    2. Termination. This Agreement may be terminated by any party by giving prior written thirty-day notice to the other party.
    3. Effects of Termination. Upon termination of this Agreement for any reason, Licensee will discontinue all use of the Services. All fees owed to ITC will become immediately due and payable upon termination or expiration of this Agreement.
    4. Survival. The following Sections will survive termination of this Agreement: 1, 3, 6, 10, and 11(g).
  10. Subcontracting & Delegation. Licensee shall not subcontract or otherwise delegate any of its duties or obligations hereunder related to the Services, in whole or in part, without ITC's prior written approval, which shall not be unreasonably withheld, delayed or conditioned. Notwithstanding ITC's consent to any subcontracting or delegating of Provider's obligations hereunder, Licensee shall (a) remain liable to ITC for the performance of its Affiliates and Agents, (b) require such Affiliates and Agents who are third party providers to agree in writing to be bound to uphold Licensee's obligations of this Agreement, (c) require Affiliates and Agents to work under the control and direction of Licensee, (d) shall be solely responsible for the negligent acts and/or omissions of its Affiliates and Agents, and (e) require Agents who are third party providers integrating the Services on behalf of Licensee be bound by a separate Third Party Technology Provider Agreement.
  11. General; Miscellaneous.
    1. Modification of the End User License Agreement. ITC has the right to modify this End User License Agreement. Any modification is effective immediately upon either a posting within the Services, or upon notice by electronic mail, or U.S. mail. Your continued use of the Services following notice of any modification to this End User Licnese Agreement shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of ITC in providing its Services, including, without limitation, (i) any change in the Services, or (ii) any change in the amount or type of service fees, is to terminate your account by delivering notice to ITC in accordance Section 9 of this Agreement.
    2. Modification of Services. Licensee hereby expressly acknowledges that ITC may discontinue or make changes to the Services at any time without prior notice to the Licensee and without any liability to Licensee. Any dated information delivered to Licensee as part of the Services is published as of the date and time of its delivery only and ITC does not undertake any obligation or responsibility to update or amend any such information. ITC specifically reserves the right to terminate the Services and Licensee's use of the Services without prior notice to Licensee.
    3. Publicity. A party may not issue a press release or public announcement using or referring to the other party or work performed under this Agreement, or list the other party as a partner on its website or in general marketing materials without the other party's prior written consent, which will not be unreasonably withheld, conditioned or delayed.
    4. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform under this Agreement if the delay or failure to perform is without the fault or negligence of the party claiming excusable delay and is due to causes beyond the reasonable control of said party, including, but not limited to: acts of God; war; acts of the government; fires; floods; epidemics; quarantine restrictions; strikes, labor disputes or work stoppages; and freight embargoes.
    5. Notices. Any and all notices permitted or required to be made under this Agreement will be in writing, signed by the person giving such notice, and will be e-mailed, hand delivered, sent through the U.S. post office by registered or certified mail, postage prepaid, or sent using a nationally recognized overnight delivery service (such as Federal Express) and addressed to Licensee at Licensee's billing address or to ITC at 1415 Halsey Way, Suite 314, Carrollton, TX 75007. Any notice sent as set forth above will be deemed to have been given on the day of delivery if emailed or hand-delivered personally, four days after mailing if mailed or sent by U.S. post office registered or certified mail, or on the next business day after depositing with a nationally recognized overnight delivery service.
    6. Links to Other Sites. Links to non-ITC Websites may be provided solely as pointers to information on topics of potential interest and ITC has no control over the content on such non-ITC Websites. If you elect to link to a Website not controlled by ITC, ITC makes no warranties, either express or implied, concerning the content of such site, including the accuracy, completeness, reliability or suitability thereof for any particular purpose, nor does ITC warrant that such site or content is free from any claims of copyright, trademark or other infringement of the rights of third parties or that such site or content is devoid of viruses or other contamination. ITC does not guarantee the authenticity of documents on the Internet. Links to non-ITC sites do not imply any endorsement of or responsibility for the opinions, ideas, products, information or services offered at such sites, or any representation regarding the content at such sites.
    7. Non-Solicitation of Employees. During the term of this Agreement and for a period of one (1) year after the expiration or termination of this Agreement for any reason, each party agrees that it will not, directly or indirectly, solicit for employment any employee or consultant of the other party; provided, however, that the foregoing restriction shall not prohibit either party from making a general solicitation for employment, including any advertisement or job posting, or from retaining a professional recruiter who is not instructed to specifically target employees of the other party, for any position or from employing any employee of the other party who comes to it through such channels or on his or her own initiative.
    8. Copyrights; Intellectual Property Rights. The works of authorship contained in the Services, including, but not limited to, all design, text, sound recordings and images, are owned by ITC. Except as expressly authorized herein, such works of authorship may not be copied, transmitted, displayed, performed, distributed (for compensation or otherwise), licensed, altered, framed, stored for subsequent use or otherwise used in whole or in part in any manner without ITC's prior written consent. In the event that ITC expands, modifies, integrates or otherwise creates additional intellectual property at the request or suggestion of Licensee or in order to facilitate the use by Licensee of the Services hereunder (whether or not the conceptualization, idea or implementation was created, in whole or in part with Licensee), Licensee agrees that such intellectual property shall be owned exclusively by ITC.
    9. Replacement or Modification of Agreement. ITC has the right to modify or replace this Agreement at any time. Any modifications are effective immediately upon either notification within the Services, by electronic mail, or U.S. mail. Licensee's continued use of the Services following notice of any modification to this Agreement shall be conclusively deemed as acceptance of all such modifications. Licensee's only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of ITC in providing its Services, including, without limitation any change in the Services or fees, is to terminate as provided in Section 9(b) of this Agreement.
    10. No Waiver. The failure of any party to insist on strict performance of a covenant hereunder or of any obligation hereunder will not be a waiver of such party's right to demand strict compliance therewith in the future, nor will the same be construed as a novation of this Agreement, unless such party agrees in writing to any such waiver or novation.
    11. Independent Contractors. The parties are each independent contractors and not joint venturers, partners, agents, or representatives of the other. Neither party has any right to create any obligation on the part of the other party.
    12. Severability. If any term of this Agreement is held invalid or unenforceable for any reason, the remainder of the provisions will continue in full force and effect, and the parties will substitute a valid provision with the same intent and economic effect.
    13. Authority. Each party represents to the other that it has full authority to enter into and secure performance of this Agreement, and that the person signing this Agreement on behalf of the party has been properly authorized to enter into this Agreement or is a licensed User of Licensee. Each party further acknowledges that it has read this Agreement, understands it, and agrees to be bound by all of its terms, conditions, and provisions.
    14. Applicable Law; Venue and Jurisdiction. This Agreement is governed by Texas law, excluding its conflicts of law rules. Licensee irrevocably submits to venue and exclusive personal jurisdiction in the federal and state courts in Dallas, Dallas County, Texas, for any dispute arising out of this Agreement, and waives all objections to jurisdiction and venue of such courts.
    15. Agreement. This Agreement shall be subject to and superseded by other agreements Licensee has entered into with ITC pertaining to the Services
    16. Assignment. Each party may assign this Agreement or any rights granted hereunder in its entirety upon prior written notice to the other party; provided that the successor-in-interest to such party agrees in writing to be bound by the terms and conditions of this Agreement. Subject to the above restrictions on assignment, this Agreement will inure to the benefit of and bind the successors and assigns of the parties.
    17. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but which collectively will constitute one and the same instrument.
    18. ACORD Notice.

      THE SERVICES INCORPORATE LICENSED COPYRIGHTED AND OTHER PROPRIETARY MATERIAL OF ACORD CORPORATION, INCLUDING ACORD STANDARDIZED FORMS. ACORD FORMS ARE LICENSED BY ACORD, NOT SOLD.

      YOU ACKNOWLEDGE AND AGREE THAT YOU MUST BE PARTY TO A WRITTEN LICENSE AGREEMENT DIRECTLY WITH ACORD CORPORATION IN ORDER TO USE THE ACORD FORMS CONTAINED IN THE SERVICES, AND REPRESENT AND WARRANT THAT YOU WILL OBTAIN SUCH A LICENSE PRIOR TO USING ACORD FORMS. NEITHER ITC, NOR ANY THIRD PARTY, CAN GRANT LICENSES TO USE ACORD FORMS. YOU CAN OBTAIN A LICENSE AGREEMENT PERMITTING YOU AND YOUR USERS TO USE ACORD FORMS, WHICH MAY REQUIRE YOU TO PAY FEES TO ACORD, BY CONTACTING ACORD AT +1-845-620-1700 OR THROUGH THE ADDITIONAL CONTACT INFORMATION AVAILABLE AT WWW.ACORD.ORG.

      ACORD FORMS ARE MODIFIED PERIODICALLY TO REFLECT CHANGING LEGAL, INDUSTRY AND OTHER REQUIREMENTS. THE ACORD FORMS CONTAINED IN THE SERVICES MAY NOT BE THE MOST CURRENT MATERIALS THAT ACORD PUBLISHES.

      USING OUTDATED ACORD FORMS MAY BE PROHIBITED IN CERTAIN CASES BY GOVERNMENT REGULATORS AND INCREASES THE RISK OF LEGAL ACTION BY INSUREDS AND OTHER THIRD PARTIES.

      IT IS SOLELY YOUR RESPONSIBILITY TO CONFIRM THAT YOU ARE USING ONLY THE MOST CURRENT FORMS THAT ACORD PUBLISHES. YOU MAY DETERMINE THE CURRENCY OR NON-CURRENCY OF ACORD FORMS BY CONSULTING THE FORMS INFORMATION SECTION OF ACORD’S WEBSITE (WWW.ACORD.ORG).

      ACORD is an intended third-party beneficiary of the above provisions. The above provisions are made expressly for the benefit of, and are enforceable by, ACORD. The name ACORD and the ACORD logo are registered marks of ACORD Corporation.

    19. ISO Notice.

      The Services may include data sources provided by Insurance Services Office, Inc. ("ISO"). Licensee's carriers or managing general agencies may use ISO's proprietary vehicle symbols for rating and underwriting ("ISO Participating Insurers"). Licensee understands that (i) the Services include copyrighted material of ISO used with its permission, (ii) the Services include information which is proprietary to ISO, (iii) use of ISO proprietary information is limited to ISO Participating Insurers. ISO Participating Insurers' use is limited to those jurisdictions and for those lines of insurance, jurisdictions and services for which such insurer is licensed by ISO, (iv) ISO does not guarantee the accuracy or timeliness of the ISO information provided, and (v) ISO shall not be liable for any loss or damage of any kind and howsoever caused resulting from Licensee's use of the ISO information.