Terms of Service – December 7, 2015

LAST UPDATE: December 7, 2015
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED,” EACH CUSTOMER AGREES TO THESE TERMS OF SERVICE.
ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS OF SERVICE
Broker Backoffice LLC (“Broker Backoffice“, “we” or “us“) provides certain services on or through our website brokerbackoffice.com, and sub-domains of brokerbackoffice.com (together with any related websites and mobile services operated by Broker Backoffice LLC, the “Service“). By using our Service, you agree to the following terms and conditions (the “Terms of Service“). These Terms of Service comprise the entire agreement between you and Broker Backoffice LLC and supersede all prior agreements between the parties regarding the subject matter contained herein. In addition, when using particular features on or through the Service, you shall be subject to any posted policies and guidelines applicable to such features, including any terms or conditions applicable to features provided in conjunction with any of our content and service partners. All such rules and guidelines are hereby incorporated by reference into these Terms of Service.
If you do not understand or agree with these Terms of Service, please do not use the brokerbackoffice.com service or any of its features and do not register to be a member of the Service. If you have any questions or concerns regarding these Terms of Service, please let us know by emailing us at  support@brokerbackoffice.com
BY USING ANY OF PART OF THE SERVICE OR BY COMPLETING ANY REGISTRATION OR PURCHASE PROCESS FOR BROKERBACKOFFICE.COM, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREIN. You may continue to use brokerbackoffice.com Service as long as you adhere to these Terms of Service.
These Terms of Service constitute an agreement (this “Agreement”) by and between Broker Backoffice LLC(“Provider”), the provider of brokerbackoffice.com, an Agency Management System and each customer of Provider’s online brokerbackoffice.com service (“Recipient”).

  1. Definitions
    • “Account” refers to the Service subscription plans and features selected by Recipient through Provider’s customer portal at the time of enrollment and accepted by Provider, as such plans and features may change by mutual consent of the parties, as recorded by Provider through such portal.
    • “AUP” refers to Provider’s acceptable use policy, posted at www.brokerbackoffice.com/terms-of-service/aup, as such policy may change from time to time.
    • “Authorized Representative” refers to any officer of the Recipients corporation, registered agents, listed insurance agency owner, or any other person given specific signing authority in writing.
    • “Data Policy” refers to Provider’s standard data deletion policy, posted at www.brokerbackoffice.com/terms-of-service/data-policy as such policy may change from time to time.
    • “Effective Date” refers to the date of commencement of the Service as listed in Recipient’s Account.
    • “Materials” refers to written and graphical content provided by or through the Service, including, without limitation, text, photographs, illustrations, and designs, whether provided by Provider, another customer of the Service, or any other third party.
    • “Recipient Data” refers to data in electronic form input or collected through the Service by or from Recipient.
    • “Privacy Policy” refers to Provider’s privacy policy, posted at www.brokerbackoffice.com/terms-of-service/privacy, as such policy may change from time to time.
    • “Service” refers to Provider’s brokerbackoffice.com service. The Service includes such features as are set forth on Provider’s website (www.brokerbackoffice.com), as Provider may change such features from time to time, in its sole discretion.
    • “SLA” refers to Provider’s service level agreement, posted at www.brokerbackoffice.com/terms-of-service/sla, as such service level agreement may change from time to time.
    • “User” refers to any user created or uploaded in the Participant’s sub-domain with the “Agent” Role and marked as “Active”. This will be calculated on the 1st of every month while the Recipient maintains an active subscription.
    • “BGA User” refers to any user created in the Participant’s sub-domain with the “Admin”, “Sales Manager”, “Case Manager”, or “Quoting Agent” Role. These roles are not calculated for the subscription pricing, but will be calculated on the 1st of every month while the recipient maintains an active subscription.
    • “Non-Public Information” refers to personally identifiable information, including but not limited to name, address, date of birth, tax IDs, financial or health information, that is not publicly available about individuals who seek to obtain or obtain insurance products and/or services through the Recipients or the Users or BGA Users, who have a continuing relationship wherein the individuals have one or more insurance products and/or services through the Recipient, except as provided herein.
  2. Service & Payment.
    • Service. Provider will provide the Service to Recipient pursuant to its standard policies and procedures then in effect.
    • Payment. Recipient will pay Provider such monthly Service fees as are required in Recipient’s Account, due upon the monthly anniversary of the subscription to the Service, unless other arrangements have been made in writing. Your billing notice will state the date of the billing transaction. These are subject to change with 30 days notice to Recipient.
      • Current Subscription Plans. Recipient will automatically be automatically be upgraded when they have exceeded the stated “Users” limits
        • 0-100 Agents. “BGA Users” will not count as “Users” in this subscription except for the number that exceed the limit stated.
        • 101-400 Agents. “BGA Users” will not count as “Users” in this subscription except for the number that exceed the limit stated.
        • 401+ Agents. “BGA Users” will not count as “Users” in this subscription except for the number that exceed the limit stated.
        • Enterprise Subscription. Custom subscriptions will specify the scope of work required to customize their subscription.
  3. Limitation of Liability. IN NO EVENT: (a) WILL PROVIDER’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $100.00; AND (b) WILL PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 7 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF RECIPIENT’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 7, Provider’s liability will be limited to the maximum extent permissible.
  4. Each Party’s Warranties.
    • Recipient’s Identity. Recipient warrants: (i) that it has accurately identified itself through its Account and will maintain the accuracy of such identification; and (ii) that it is a corporation or other business entity authorized to do business pursuant to applicable law or an individual 18 years or older.
    • Right to Do Business. Each party warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
    • The Recipient warrants that it will comply with insurance regulations and other federal regulations including;
      • Title V of the Gramm-Leach-Bliley Act (“GLB”) (15 U.S.C. 6801, et seq.);
      • The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), including its implementing privacy regulations 
at 45 C.F.R. Parts 160 – 164 and its implementing security regulations at 45 C.F.R. Parts 160, 162, and 164;
      • The various state and federal restrictions on the use of electronic mail and the Controlling the Assault of Non-Solicited 
Pornography and Marketing Act of 2003 (15 U.S.C. § 7708) (“CAN-SPAM Act”).
    • Each party will not use or disclose nonpublic personal information, i.e., personally identifiable information, including but not limited to financial or health information, that is not publicly available (“Non-Public Information”), about individuals who seek to obtain or obtain insurance products and/or services through the Recipients or who have a continuing relationship wherein the individuals have one or more insurance products and/or services through the Recipient, except as provided herein.
    • Each party will treat Non-Public Information as confidential and access to Non-Public Information will be limited to those officers, employees, agents or representatives of each party who need to use the information in connection with underwriting, claims administration or other servicing of insurance products and/or services.
    • Each party will not use or disclose, or permit any of its officers, employees, agents or representatives to use or disclose Non-Public Information except: (i) as necessary to meet the purpose of this Agreement; (ii) as authorized by the Consumer or Customer; (iii) as in compliance with each party’s then current privacy policy; (iv) as required by law; or (v) as otherwise permitted in accordance with applicable federal and state laws and regulations, including, GLB and HIPAA, and the regulations promulgated thereunder..
    • Disclaimers. Except for the express warranties specified in this section 4, THE SERVICE IS PROVIDED “AS IS” AND AS AVAILABLE, AND PROVIDER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. Without limiting the generality of the foregoing, (i) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND RECIPIENT AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; and (ii) Provider does not warrant that the Service will perform without error or immaterial interruption.
  5. Online Policies.
    • AUP. Recipient will to comply with the AUP. In the event of Recipient’s material breach of the AUP, including without limitation any copyright infringement, Provider may suspend or terminate Recipient’s access to the Service, in addition to such other remedies as Provider may have at law or pursuant to this Agreement. Neither this Agreement nor the AUP requires that Provider take any action against Recipient or any other customer for violating the AUP, but Provider is free to take any such action it sees fit.
    • Privacy Policy. The Privacy Policy applies only to the Service and does not apply to any third party site or service linked to the Service or recommended or referred to through the Service, or by Provider’s employees.
  6. Materials, Software, & IP.
    • Materials. Recipient recognizes and agrees that: (i) the Materials are the property of Provider or its licensors and are protected by copyright, trademark, and other intellectual property laws; and (ii) Recipient does not acquire any right, title, or interest in or to the Materials except the limited and temporary right to use them as necessary for Recipient’s use of the Service.
    • IP in General. Provider retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant Recipient any intellectual property rights in or to the Service or any of its components.
  7. Service Level Agreement. In the event of any “Service Failure,” as that term is defined in the SLA, Provider will issue Recipient such credits as are required by the SLA. Credits issued pursuant to the SLA apply to outstanding or future payments only and are forfeited upon termination of this Agreement. Provider is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation termination of this Agreement. Credits issued pursuant to the SLA are Recipient’s sole remedy for the Service Failure in question. The SLA is hereby incorporated into this Agreement.
  8. Data Management.
    • Access, Use, & Legal Compulsion. Unless it receives Recipient’s prior documented consent (written, tokenized, or verbal) , Provider: (i) will not access or use Recipient Data other than as necessary to facilitate the Service; and (ii) will not give any third party access to Recipient Data. Notwithstanding the foregoing, Provider may disclose Recipient Data as required by applicable law or by proper legal or governmental authority. Provider will give Recipient prompt notice of any such legal or governmental demand and reasonably cooperate with Recipient in any effort to seek a protective order or otherwise to contest such required disclosure, at Recipient’s expense.
    • Recipient’s Rights. Recipient possesses and retains all right, title, and interest in and to Recipient Data, and Provider’s use and possession thereof is solely as Recipient’s agent. Provider will maintain de-identified sales and demographical information.
    • Retention & Deletion. Provider will retain all Recipient Data until erased pursuant to the Data Policy.
    • Injunction. Provider agrees that violation of the provisions of this Section 8 might cause Recipient irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Recipient will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
    • Each party will establish appropriate standards for safeguarding Non-Public Information within its control, i.e., the Recipient will establish his/her own internal security guidelines.
  9. Term & Termination.
    • Term. This Agreement will continue for 1 month following the Effective Date (a “Term”). Thereafter, this Agreement will renew for subsequent terms (“Terms”) of 1 month, unless either party notifies the other of its intent not to renew 30 days or more days before the beginning of the next Term.
    • Termination for Cause. Either party may terminate this Agreement for material breach by written notice, effective in 30 days, unless the other party first cures such breach.
    • Termination in General. You agree that we, in our sole discretion, may terminate your password, account or brokerbackoffice.com Account (or any part thereof) or use of the Service, and remove and discard any Materials within the Service, for any reason, at any time, without notice to you upon receiving reliable information involving your violation of any law, and will cooperate with law enforcement agencies on such matters.  You agree that we shall not be liable to you or any third party for any termination of your access to the Service.
    • Effects of Termination. The following provisions will survive termination of this Agreement: (i) any obligation of Recipient to pay for Service rendered before termination; (ii) Sections 4, 5(b), 6(c), and 7 of this Agreement; and (iii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.
    • Notices. Provider may send notices pursuant to this Agreement to Recipient’s contact points listed in Recipient’s Account, and such notices will be deemed received 10 days after they are sent. Recipient may send notices pursuant to this Agreement to info@brokerbackoffice.com, and such notices will be deemed received 10 days after they are sent.
    • Amendment. Provider may amend this Agreement (including the SLA and Data Policy) from time to time by posting an amended version at its website and sending Recipient written email notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Recipient first gives Provider written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Recipient’s next Term following the Proposed Amendment Date (unless Recipient first terminates this Agreement pursuant to Section 9 above. Recipient’s continued use of the Service following the effective date of an amendment will confirm Recipient’s consent thereto.
    • Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other and neither may bind the other in any way.
    • No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than (i) by an Authorized Representative and (ii) in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
    • Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.
    • Assignment & Successors. Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this Agreement to the surviving party in a merger or acquisition of that party into another entity. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
    • Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of Colorado, without reference to such State’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Colorado, United States of America.
    • Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    • Certain Notices. Pursuant to 47 U.S.C. Section 230(d), Provider hereby notifies Recipient that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. Information regarding providers of such protections may be found on the Internet by searching “parental control protection” or similar terms.
    • Conflicts among Attachments. In the event of any conflict between the terms of this main body of this Agreement and those of the SLA or Data Policy, the terms of this main body will govern. In the event of any conflict between this Agreement and any Provider policy posted online, including without limitation the AUP and Privacy Policy, the terms of this Agreement will govern.
    • Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.
    • Indemnified Parties & Claims. The “Indemnified Parties” are Recipient and its officers, directors, shareholders, parents, subsidiaries, agents, insurers, successors, and assigns. An “Indemnified Claim” is any third party claim, suit, or proceeding against the Indemnified Parties arising out of, related to, or alleging: (i) infringement of any patent, copyright, or other intellectual property right by the Software; or (ii) injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the negligence of Provider or of any of its agents, subcontractors, or employees.
    • Indemnity. Provider will indemnify, defend, and hold the Indemnified Parties harmless against any Indemnified Claim, provided Recipient gives Provider prompt notice of such Indemnified Claim. Provider’s obligations set forth in the preceding sentence include, without limitation, retention and payment of attorneys and payment of court costs, as well as settlement at Provider’s expense, payment of judgments, or both.
    • Litigation. Provider will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Recipient will have the right to approve the terms of any settlement or compromise that restricts its rights granted under this Agreement or subjects it to any ongoing obligations.
    • Exclusions. Provider’s obligations set forth in Subsection 11(b) above do not apply to the extent that an Indemnified Claim regarding intellectual property infringement arises out of:
      • Recipient’s violation of this Agreement;
      • revisions to the Software made without Provider’s written consent;
      • Provider’s modification of the Software in compliance with technical specifications provided by Recipient, or in compliance with a method or process provided by Recipient for implementing such specifications, unless Provider knew of the potential infringement at the time of such modification and did not notify Recipient;
      • Recipient’s failure to incorporate Software updates or upgrades that would have avoided the alleged infringement, provided Provider offered such updates or upgrades without fees or charges not otherwise required pursuant to this Agreement.
      • use of the Software in combination with hardware or software not provided by Provider: (A) that is specifically forbidden by the Documentation or Specifications; or (B) that is not designated in the Documentation or Specifications as available for interface with the Software, unless such hardware or software is necessary for the Software to perform a function listed in the Documentation or Specifications. (C) that has not been given explicit written consent to integrate with Service by the Provider.
  10. Description of Service
    • The Service, brokerbackoffice.com is an Agency Management System which allows Recipients, among other things, to;
      • Create “Users” and “BGA Users” who may write insurance product offered through the Recipient.
      • Manage Cases. The Service allows the Recipient to create cases tied to the purchase of fixed insurance products.
      • Manage Quotes. The Service allows the Recipient to manage quotes from agents (“Users”) or on behalf of agents (“Users”) through both third party integration and the proprietary quote request feature.
      • Track & Report. The Service allows the Recipient to manage tracking and reporting regarding the sales data entered by the recipient.
      • Commission Processing. The Service allows the Recipient to create commission statements for certain “Commission Roles” provided.
  11. Business Failure
    • Should the Provider fail to continue as a software platform due to financial failure, legal failure, but excluding being purchased by another entity, the Provider will provide and installed instance of the Recipient’s installation for their non-commercial use.  This will include access to the Provider’s installed domain i.e. https://xyzagency.brokerbackoffice.com and the data included in that installation.