Terms & Conditions

SAAS SERVICES AGREEMENT

This SAAS Services Agreement (“Agreement”) is entered into on (the “Effective Date”) between AccuQuote LLC, with a place of business at 8850 Stamford Boulevard, Columbia, MD, 21044 (“Company”), and the Customer listed in the AccuQuote Order Form (“Customer”). This Agreement includes and incorporates the AccuQuote Order Form as well as the attached Terms and Conditions and contains among other things, Warranty disclaimers liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date on the AccuQuote Order Form.

  1. SERVICES AND SUPPORT
  2. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer access to the AccuQuote platform (the “Services”), as described in the applicable Order Form.
  3. RESTRICTIONS AND RESPONSIBILITIES
  4. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
  5. Customer hereby agrees that: (i) it is responsible for ensuring it is authorized to use and upload all customer data that it submits for processing through the Service (“Customer Data”); (ii) it shall use commercially reasonable efforts to prevent unauthorized access to the Service and shall notify AccuQuote promptly of any unauthorized access of which it becomes aware; and (iii) it shall use the Service only in accordance with applicable law and any written instructions provided by Company. Customer shall NOT: (1) sell, resell, rent or lease any component of the Service; (2) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third party rights; (y) interfere with or disrupt the integrity or performance of the Service; or (3) attempt to gain unauthorized access to the Service or its related systems or networks. In the event of a breach of security involving Customer’s account for the Service, Customer will remain liable for any unauthorized use of the account until it notifies Company by calling Company’ Support Department. For purposes of identification, billing and marketing, Customer agrees to provide AccuQuote with accurate, complete, and updated information required for registration with the Service (“Registration Data”), including its legal name, address, telephone number(s) and contact person. Customer must notify Company within one business day after any change to its Registration Data. Failure to comply with this provision may result in immediate suspension or termination of its right to use the Service. Customer is solely responsible for maintaining the confidentiality of its account password(s), and agrees that Company will have no obligation with regard thereto. Company agrees to protect the confidentiality of all Registration Data and/or other information in its possession regarding users of the Service using all commercially reasonable security measures, and to share such information only as required by law. Customer shall not use Service in violation of any now or hereinafter enacted law or regulation.
  6. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
  7. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
  8. CONFIDENTIALITY; PROPRIETARY RIGHTS
  9. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes but is not limited to non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public Customer Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
  10. Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
  11. PAYMENT OF FEES
  12. Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services, if applicable, in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term specified in the applicable Order Form or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s support department.
  13. Customer will pay the fees specified in the applicable Order Form monthly in advance via credit card. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
  14. TERM AND TERMINATION
  15. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then­ current term.
  16. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in case of nonpayment). Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
  17. INDEMNITY
  18. Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
  19. CUSTOMER DATA
  20. Customer is solely responsible for ensuring that all of its Customer Data or other information it makes available by means of the Service is authorized for such use. Company has the right to monitor the Customer Data that Customer or others make available through the Service, but shall have no obligation to do so. If Company in its sole discretion deems any Customer Data or other content made available on the Service by Customer to be unlawful, fraudulent, unacceptable, or otherwise objectionable, Company has the right, but not the obligation, to remove such item(s) from the Service or deny access to such content. Company shall not be liable to Customer for any action Company takes to remove or restrict access to such material, nor for any action taken to restrict access to material posted in violation of any law, regulation or rights of a third party. Company has the right to take all reasonable actions to remove or restrict access to any such material, including restriction, suspension or termination of Customer access privileges and/or removal of the objectionable material from the Service. Upon the written request of Customer within 90 days after the termination or expiration hereof, Company shall, in exchange for its then-current processing fee, export the Customer Data in a format of Company’ choosing and provide the same to Customer within sixty (60) days after it receives such request.
  21. PROPRIETARY RIGHTS
  22. The software, workflow processes and other technologies provided by Company as part of the Service are the proprietary intellectual property of Company and its licensors, and as between the parties all right, title, and interest in and to such items, including all associated intellectual property rights, remains only with Company. Company grants no rights unless expressly provided in this Agreement. As between the Parties, all Customer Data shall remain the sole intellectual property of Customer. Customer grants Company the right to use any and all Customer Data as and when needed for the Service. Company may use, during and after this Agreement, all aggregated, non-identifiable Customer Data collected by the Service for purposes of enhancing the Service, technical support and other business purposes. Company hereby provides to Customer a non-exclusive, license during the Term to use any user guides or other documentation provided by Company regarding the proper use of the Service, solely for Customer’s internal use in using the Service. Nothing contained in this Agreement shall be deemed to give Customer any right, title or interest in any trademark or trade name of Company, the Software and/or the Service. Except as otherwise provided in this Agreement, Customer shall not sell, transfer, publish, disclose, display or otherwise make available any portion of the Software to others. Customer shall use its reasonable best efforts to cooperate with and assist Company in identifying and preventing any unauthorized use, copying or disclosure of the Software or any portion thereof or any of the algorithms or logic contained therein. The Software is not available for local installation and must be hosted in Company hosting environments.
  23. CUSTOMER WARRANTIES AND INDEMNIFICATION
  24. Customer represents and warrants to Company that Customer will not transmit by means of the Service any materials of any kind which are exported in violation of any law, rule, or regulation governing exports from the United States or contain Software viruses or any other malicious code designed to interrupt, destroy or limit the functionality of any computer Software or hardware or telecommunications equipment. Customer further represents and warrants to Company that its use of the Service will at all times comply with all applicable laws, rules, and regulations. Customer hereby agrees to indemnify, defend and hold harmless Company and its employees, merchants, independent contractors, providers, subsidiaries and affiliates (collectively, “Affiliates”), from and against any and all liability and costs incurred by any of the Affiliates in connection with any claim arising out of any breach by Customer of the foregoing representations, warranties and covenants, including, without limitation, attorneys’ fees and costs. Customer shall cooperate as fully as reasonably required in the defense of any claim. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer and Customer shall not in any event settle any matter without the written consent of Company.
  25. THE SERVICE (INCLUDING THE SOFTWARE, CUSTOMIZED WORK AND ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION ACCESSED BY ANY MEANS THEREOF) IS PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OF NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY MAKES NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF OR ERROR IN THE SERVICE UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, COMPANY’S NEGLIGENCE. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’ TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE TOTAL CHARGES PAID BY CUSTOMER HEREUNDER THROUGH THE DATE ON WHICH IT FIRST INCURRED THE APPLICABLE DAMAGES. CUSTOMER’S SOLE REMEDY HEREUNDER SHALL BE A CREDIT FOR PAST OR FUTURE CHARGES HEREUNDER IN AN AMOUNT AS REASONABLY DETERMINED BY COMPANY.
  26. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub licensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Maryland without regard to conflict of laws principles.
  27. Technical Support
  28. Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Eastern time, with the exclusion of Federal Holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by calling the help line or any time by emailing [email protected] Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.