Terms of Service

BROKERBACKOFFICE.COM TERMS OF SERVICE

LAST UPDATE: September 22, 2016

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED,” EACH CUSTOMER AGREES 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”). Provider and Recipient may be referred to collectively as the “Parties” or individually as “Party.”
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY SIGNING THIS AGREEMENT AND 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.

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

  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 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 brokerbackoffice.com/terms-of-service/data-policyas 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 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 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 1stof 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.
  1. 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.
  1. 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 Service fees as are required in the term of Recipient’s Account, due upon subscribing and upon the 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. Enterprise subscriptions will require specific scope of work required to customize the subscription. The terms and payment for any specific customization will be governed by the statement of work. The incorporation of customizations and all other base services provided by the Service fall under these Terms of Service. The base pricing will be billed based your subscription level selected or achieved as listed on the current public pricing located at https://brokerbackoffice.com/subscribe.
  1. Mutual Indemnification.
    • Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Service, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Each Party’s Warranties” below, (ii) Your continued subscription of the Service in accordance with this Agreement, or (iii) terminate Your subscriptions for the Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscription. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Third Party Application or Your use of the Services in violation of this Agreement, the Documentation or applicable Order Forms.
    • Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that any of Your Data infringes or misappropriates such third party’s intellectual property rights, or arising from Your use of the Service or Content in violation of the Agreement, the Documentation, Order Form that causes the infringement (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
    • Exclusions. Provider’s obligations set forth in this Section 4 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 Service 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;
      • The result of the use of Third Party integrations.
    • Exclusive Remedy. This Section 4 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 4.
  1. Limitation of Liability.EXCEPT FOR (i) ANY DAMAGES ARISING OUT OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) ANY LIABILITY AND DAMAGES PURSUANT TO SECTION 4 (INDEMNIFICATION); AND (iii) ANY DAMAGES RESULTING FROM A PARTY’S BREACH OF ITS PRIVACY, CONFIDENTIALITY, OR DATA SECURITY OBLIGATIONS HEREUNDER, IN NO EVENT: (a) WILL EITHER PARTY’s LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED EXCEED THE AMOUNTS ACTUALLY PAID BY RECIPIENT IN THE TERM PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE   (b) WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION APPLY: (i) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; AND (iii) EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE.. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.
  1. 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..
    • The Recipient is solely and exclusively responsible for the control, operation and security of your internet transactions and communications with third parties made through access to or use of the Licensed Items or any other deliverable, and the Provider disclaims any such responsibility or authority. 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 does not warrant that the Service will perform without error or immaterial interruption.
  1. 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.
  1. 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.
  1. 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.
  1. 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, upon prior notice as described herein 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 10 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.
  1. Term & Termination.
    • Term. This Agreement will continue through the billing frequency selected on the Effective Date (a “Term”). Thereafter, this Agreement will automatically renew for subsequent terms (“Terms”) based upon the billing frequency selected, unless Recipient notifies the Provider 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 after receiving notice of breach, unless the other party first cures such breach within that time period.
    • Termination in General.Recipient agrees that Provider, in our sole discretion, may terminate Recipient’s password, account or Broker Backoffice LLC Account (or any part thereof) or use of the Service, and remove and discard any Materials within the Service, at any time, without notice to Recipient that is in violation of the Acceptable Use Policy.  You agree that we shall not be liable to you or any third party for any termination of your access to the Service.
    • Termination for Change. The Recipient may choose to terminate their subscription as a result of changes to any terms, policy or amendment affecting this agreement by providing termination notice within 10 days of receipt of such change.
    • Termination for Non-Payment. The Provider may terminate this agreement within 30 days of non-payment for the Recipients subscription.
    • 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, 6, 7 and 8 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.
    • Business Failure or Succession. 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 maintain access to they system for up to 12 months to allow the subscriber to plan their exit to a new system.  This will include access to the Provider’s installed domain i.e. https://xyzagency.brokerbackoffice.com and the data included in that installation. Should the Provider sell or merge with another company and fail to continue as a software platform due to the successor company, the Recipient will maintain access up to 12 months provided all other terms of the Agreement are met.
    • Choice of Law & Jurisdiction. This Agreement will be governed solely by the 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.

You may view our historical Terms of Service here: https://brokerbackoffice.com/historical-terms-of-service