ACRISURERW INSURANCE MASTER SUBSCRIPTION AGREEMENT
Please readthis master subscription agreement (the "Agreement") carefully beforeusing the Service (as defined below). Your use of the Service is expresslyconditioned on your acceptance of this Agreement. By using the Service orClicking the "Sign Up" or "Get a Quote" button, youhereby agree to be bound by the terms and conditions of this Agreement. If youdo not agree to any term of this Agreement, do not use the Service. ThisAgreement may be updated from time to time and the current version will beposted to https://acrisurerw.com/signup or https://acrisurerw.com/user Yourcontinued use of the Service after a revised version has been postedconstitutes acceptance by you of its terms. You are responsible for checkingthis document periodically for changes.
This Agreementis between AcrisurerRW’s parent company AcrisureRW Systems Inc. ("AcrisureRW")and the entity or individual agreeing to use these terms (the"Client"). In consideration for the mutual promises contained hereinand other good and valuable considerations, the parties agree as follows:
1. Insurance asa Service
1.1.ThisAgreement provides Client access and usage of a certain proprietary software asa service insurance selling platform provided by AcrisureRW. As furtheroutlined at: https://AcrisureRW.io/ or at: http://AcrisureRW.com (the"Platform"). As specified in the email confirmation sent by AcrisureRWto which the Client is tokenized, (the "Subscription Confirmation"), AcrisureRWwill:
1.1.1. make thePlatform available to the Customer via an Internet portal(the"Portal") to purchase and manage insurance policies under theClient's name, store documents, images and other assets or as otherwisedirected by the Client ;
1.1.2. provideany related documentation or materials through the Internet either via thePortal or the AcrisureRW websites;
1.1.3. ifspecified in the Subscription Confirmation, provide access to applicationprogramming interface ("API"), or other AcrisureRW approved interfaceincluding mobile applications or other forms of application access, includingcustomization services under the terms below; (collectively with the Platform,the "Service").
1.2. AcrisureRWgrants Client and Client accepts from AcrisureRW a limited, non-exclusive,non-transferable right to access and use the Service solely for Client's use inselling insurance products and policies through the Portal. The Service shallnot be used by Client for, or on behalf of third parties that are notauthorized under this Agreement.
1.3. Clientacknowledges that its right to use the Service will be for personal or businessuse only for businesses which you own, are a director of, or are a legallyliable person authorized to use the Service pursuant to the terms of thisAgreement, and that no software will be installed in any servers, or othercomputer equipment, owned or controlled by Client.
2. ClientResponsibilities and Obligations
2.1. Client:(i) must keep its passwords secure and confidential; (ii) is solely responsiblefor Client Data (as defined herein) and all activity on its accounting theService; (iii) must use commercially reasonable efforts to prevent unauthorizedaccess to its account and notify AcrisureRW promptly of any such unauthorizedaccess; (iv) may use the Service in accordance with any and all applicablelocal, provincial, and federal laws, and shall maintain and be solelyresponsible for maintaining all applicable licensing required to market andsell insurance in the jurisdictions in which insurance policy will be soldthrough the portal; and (v) shall include AcrisureRW branding and logos on thePortal and provide acknowledgement of AcrisureRW as the creator and owner ofthe Platform in a manner acceptable to AcrisureRW, at its sole discretion.
2.2. Client maynot (i) sell, resell, rent, sublicense or lease the Service or any componentthereof, including the Platform or the Portal, unless otherwise provided underan order or another agreement with AcrisureRW; (ii) use theService to, orknowingly allow others to, store or transmit infringing, unsolicited marketingmaterials, libellous, or otherwise objectionable, unlawful or tortious materialor content, or to store or transmit material or content in violation ofthird-party rights; (iii) interfere with or disrupt the integrity orperformance of the Service or use the Service in any way that is disruptive tothe use of the Service by AcrisureRW or any other customer of AcrisureRW;(iv)attempt to gain unauthorized access to the Service or their related systems ornetworks; (v) decompile or reverse engineer the Service or any componentthereof, including, the Platform, or the API; (vi) access the Service or usethe Platform, the Portal or the API to build a competitive service or product,or copy any feature, function or graphic for competitive purposes;(vii) removeany copyright or other proprietary rights notice of AcrisureRW including theService; or (viii) store or transmit, or knowingly allow others to store ortransmit, viruses, worms, cancelbots, Trojan horses or other harmfulcontaminants and nuisance-causing, harmful or destructive code, applets,applications or software.
3. Third PartyAccess and Usage
Client mayauthorize its employees and independent contractors to access the Service withuser credentials which access must be for the sole benefit of Client and incompliance with this Agreement. Client is responsible for such representatives'compliance with this Agreement.
4. Ownership ofIntellectual Property
4.1.Intellectual Property of AcrisureRW. The software, workflow processes, userinterface, designs, know-how, Services, Platform, API and other technologiesprovided by AcrisureRW as part of the Service are the proprietary property of AcrisureRWand its licensors, and all right, title and interest in and to such items,including all associated intellectual property rights, remain only with AcrisureRWand its licensors, as applicable. Client may not remove or modify anyproprietary marking or restrictive legends in the Service or API. AcrisureRWreserves all rights unless expressly granted in this Agreement.
4.2.Intellectual Property of Client. Client is the exclusive owner of its name,logo(s), trade-marks, URLs, and other intellectual property, but shall grant AcrisureRWlimited, worldwide, non-exclusive and royalty free license to use the name,logo(s) and related trademarks in connection with the creation and operation ofthe Portal during the term of this Agreement.
4.3. Users ofthe Portal. The Client owns all of the relationships with the users of thePortal. AcrisureRW may not share any personally-identifiable information ofsuch users with any person or contact or solicit any such users for any purposewithout the advance written consent of the Client, which may be withheld at thesole and absolute discretion of the Client.
4.4. Data. Asbetween Client and AcrisureRW, all data uploaded by Client or the users of thePortal and collected by AcrisureRW (the "Client Data") remains thesole property of Client. Client grants AcrisureRW the right to use, store andmodify the Client Data solely for the purposes of AcrisureRW performing theService under this Agreement. Client further grants AcrisureRW with the right touse Client Data in order to improve the Service and for the purpose ofanalyzing and publishing the results of such analysis provided that the use ofthe Client Data will not reference personally identifiable information ofClient or its customers, including the users of the Portal. Client herebywarrants to AcrisureRW that it either owns or is a licensee of the Client Dataand has the full requisite power and authority to grant AcrisureRW such usagerights.
4.5. Use ofClient's Name. AcrisureRW may, but shall not be required, to advertise thatClient uses the Platform and Client shall provide AcrisureRW with a limited,worldwide, non-exclusive and royalty free license to use its name and logo forsuch purposes.
4.6. Theprovisions of this Section 4 shall survive any termination of this Agreement.
5.1. Ifspecified in the Subscription Confirmation that the Client has subscribed foraccess to AcrisureRW’s application programming interface ("API"), thefollowing additional terms apply:
5.1.1. AcrisureRWprovides access to its API as part of the Service where specified in theSubscription Confirmation for such fees as set out therein. Subject to theother terms of this Agreement, AcrisureRW grants Client a non-exclusive,non-transferable, revocable license to interact with the API only for thepurposes of interacting with the Service as allowed by the API.
5.1.2. Clientmay not use the API in a manner, as reasonably determined by AcrisureRW at itssole discretion, that exceeds reasonable request volume or constitutesexcessive or abusive usage. If any of these occur, AcrisureRW can suspend orterminate Client's access to the API on a temporary or permanent basis.
5.1.3. AcrisureRWwill maintain and provide access to an API, unless it terminates the API for allcustomers with notice, as it is not technically feasible or economically viableto continue granting access to the API, as determined by AcrisureRW at its solediscretion.
5.1.4. The APIis provided on an 'AS IS' and 'WHEN AVAILABLE' basis. AcrisureRW has noliability to Client as a result of any change, temporary unavailability,suspension, or termination of access to the API.
6. Trial Use
If specified inthe Subscription Confirmation, Client may register for a trial use of theService free of charge for the time period specific by AcrisureRW. AcrisureRWmay, at its sole and absolute discretion, disable certain features of theService and/or limit the size of requests made by Client. All Client Data willbe deleted within thirty (30) days after the trial period, unless Clientconverts its account to a paid Service. Service during the trial isprovided"AS IS" and "WHEN AVAILABLE" and AcrisureRWdisclaims all warranties, representations and liabilities set forth in thisAgreement and shall not be liable for damages of any kind related to Client'suse of theService.
7.1. Clientmust pay all fees as specified in the Subscription Confirmation, if nototherwise specified, payment is due upon receipt of an invoice. Client isresponsible for the payment of any and all sales, use, withholding, GST, HST,VAT and other similar taxes. This Agreement contemplates one or more orders forService, which orders are governed by the terms of this agreement. If Clientdoes not pay the amounts within seven (7) days of the due date, AcrisureRW maysuspend or terminate the Service. In addition, Client may be responsible forany additional charges related to the collection of any outstanding amounts.
7.2. Client maypay for the Service online, and AcrisureRW may charge its credit card for allpurchases and for any additional amounts owed to AcrisureRW.Client must providea valid credit card and hereby explicitly authorize and empower AcrisureRW touse the credit card for such purpose. If Client's credit card changes orexpires, or is revoked, disputed or not valid for any other reason, AcrisureRWmay suspend, terminate or both (without liability) Client's use of the Serviceupon seven (7) day notice sent to Client via email (using its email address inthe Subscription Confirmation).
AcrisureRWshall use commercially reasonable efforts to make the Service available on a24x7 basis (twenty-four hours per day, seven days per week) during the term ofthis Agreement, except for: (i) scheduled system backup or other ongoingmaintenance as required by AcrisureRW and of which notice has been provided toClient, or (ii) for any unforeseen cause beyond AcrisureRW’s reasonablecontrol, including but not limited to, Internet service provider orcommunications network failures, denial of service attacks or similar attacks,or any force majeure events set forth in this Agreement. AcrisureRW reservesthe right to monitor and reasonably restrict Client's ability to use theService if Client is using excessive computing resources which are impactingthe performance of the Service for other subscribers. AcrisureRW agrees tonotify Client in cases where it restricts such use and to use good faithefforts to determine an appropriate alternative or work-around solution.
9.1 ThisAgreement commences on the date Client first accepts it and continues until allsubscriptions hereunder have expired or have been terminated.
9.2 The term ofeach subscription shall be as specified in the applicable SubscriptionConfirmation. Except as otherwise specified in a Subscription Confirmation,subscriptions will automatically renew for additional periods equal to theexpiring subscription term or one year (whichever is shorter), unless eitherparty gives the other notice of non-renewal at least thirty (30) days beforethe end of the relevant subscription term. The per-unit pricing during anyautomatic renewal term will be the same as that during the term immediatelyprior unless AcrisureRW provides the Client a written notice of a pricingincrease at least sixty (60) days before the end of that prior term, in whichcase the pricing increase will be effective upon renewal and thereafter.
9.3 Eitherparty may terminate this Agreement for cause (i) upon thirty (30) days writtennotice to the other party of a material breach if such breach remains uncuredat the expiration of such period, or (ii) if the other party becomes thesubject of a petition in bankruptcy or any other proceeding relating toinsolvency, receivership, liquidation or assignment for the benefit ofcreditors.
9.4 If thisAgreement is terminated by Client in accordance with this Section Nine (9), AcrisureRWwill refund Client for any prepaid fees covering the remainder of the term ofall Subscription Confirmations after the effective date of termination. If thisAgreement is terminated by AcrisureRW in accordance with this Section Nine (9),Client will pay any unpaid fees covering the remainder of the term of allSubscription Confirmations. In no event will termination relieve Client of itsobligation to pay any fees payable to AcrisureRW for the period prior to theeffective date of termination.
9.5 Uponrequest by Client made within thirty (30) days after the effective date oftermination or expiration of this Agreement, AcrisureRW will make the ClientData available to Client for export or download as determined by AcrisureRW.After that thirty (30) day period, AcrisureRW will have no obligation tomaintain or provide Client Data, and will thereafter delete or destroy allcopies of Client Data in AcrisureRW’s systems or otherwise in its possession orcontrol, unless legally prohibited.
10.1 Clientshall use its best commercial efforts (and in no case less than the effortsused to protects its own proprietary information of a similar nature) toprotect all proprietary, confidential, and/or non-public information pertainingto or in any way connected to the Service, the API, the user interface designand layout, AcrisureRW’s financial, professional and/or other business affairs,and this Agreement (the "Confidential Information").
10.2 Clientmust use the same degree of care that it uses to protect the confidentiality ofits own confidential information, but in no event less than reasonable care,not to disclose or use any Confidential Information for any purpose outside thescope of this Agreement (and use of Service). Client must make commerciallyreasonable efforts to limit access to Confidential Information to those of itsemployees and contractors who need such access for the purposes consistent withthis Agreement and who have signed a confidentiality agreement with Client noless restrictive than the confidentiality terms of this Agreement.
10.3 The termsof confidentiality and non-disclosure contained herein shall expire three (3)years from the date of the termination of this Agreement.
10.4Confidential Information excludes information that: (i) is or becomes generallyavailable to the public without breach of any obligation owed to AcrisureRW;(ii) was known to Client prior to disclosure pursuant to this Agreement withoutbreach of any obligation owed to AcrisureRW; or (iii) is received lawfully froma third-party under circumstances permitting its use or disclosure toothers.Client may disclose Confidential Information to the extent required bylaw or court order, but will provide AcrisureRW with advance notice to seek aprotective order.
11 Limited Warranty
ACRISURERWWARRANTS THAT IT HAS THE POWER AND AUTHORITY TO GRANT THE SUBSCRIPTION FOR THESERVICE GRANTED TO CLIENT HEREUNDER. EXCEPT FOR THE WARRANTY SET FORTHHEREIN,THE SERVICE IS PROVIDED "AS IS", AND ACRISURERW DISCLAIMS ANYAND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANYIMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12 Limitationof Remedy and Liability
CLIENTREPRESENTS THAT IT ACCEPTS SOLE AND COMPLETE RESPONSIBILITY FOR: (A) THE SELECTIONOF THE SERVICE TO ACHIEVE CLIENT'S INTENDED RESULTS; (B) USE OF THE SERVICE;AND (C) THE RESULTS OBTAINED FROM THE SERVICE. ACRISURERW DOES NOT WARRANT THATCLIENT'S USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. CLIENT SHALLNOT ASSERT ANY CLAIMS AGAINST ACRISURERW BASED UPON THEORIES OF NEGLIGENCE,GROSS NEGLIGENCE, STRICT LIABILITY, FRAUD, OR MISREPRESENTATION, AND CLIENTSHALL DEFEND ACRISURERW FROM ANY DEMAND OR CLAIM, AND INDEMNIFY AND HOLD ACRISURERWHARMLESS FROM ANY AND ALL LOSSES, COSTS, EXPENSES, OR DAMAGES, INCLUDINGREASONABLE ATTORNEYS' FEES, DIRECTLY OR INDIRECTLY RESULTING FROM CLIENT'S USEOF THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENTSHALL ACRISURERW BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,CONSEQUENTIAL,PUNITIVE, EXEMPLARY OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESSINFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF ORINABILITY TO USE THE SERVICE, WHETHER BASED UPON CONTRACT, WARRANTY, TORT,NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ACRISURERW HAS BEEN ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, UNDER NO CIRCUMSTANCES SHALL ACRISURERWBE LIABLE FOR ANY LOSS, COSTS, EXPENSES, OR DAMAGES TO CLIENT IN AN AMOUNTEXCEEDING THE ACTUAL AMOUNTS PAID TO ACRISURERW BY CLIENT WITHIN THE PRECEDINGTWELVE (12) MONTHS UNDER THIS AGREEMENT.
13.1 MonetaryDamages Insufficient. Any breach by a Client of this Agreement or violation ofthe other AcrisureRW’s intellectual property rights could cause irreparableinjury or harm to AcrisureRW and AcrisureRW may seek a court order to stop anybreach or avoid any future breach.
13.2 ElectronicNotice. For purposes of service messages and notices about the Service, AcrisureRWmay place a notice on its website located at AcrisureRW.com or AcrisureRW.io toalert Client of important notices. Alternatively, notice may consist of anemail to an email address associated with Client's account with AcrisureRW.Client understands that AcrisureRW has no liability associated with Client'sfailure to maintain accurate contact or other account information.
13.3 GoverningLaw; Forum Selection. This Agreement shall be governed by and will be construedin accordance with the laws of the Province of British Columbia and the federallaws of Canada as applicable therein. Any action under or concerning thisAgreement shall be brought exclusively in the Province of British Columbia. Theparties irrevocably agree and consent that said forum is convenient and hasjurisdiction to hear and decide any such action.
13.4 Headings.The paragraph headings in this Agreement are for convenience only and they formno part of the Agreement and shall not affect the interpretation thereof.
13.5Severability. If any provision of this Agreement shall be held illegal, void,or unenforceable, the remaining portions shall remain in full force and effect.
13.6 No Waiver.The delay or failure of either party to exercise any right under this Agreementor to take action against the other party in the event of any breach of thisAgreement shall constitute a waiver of such right, or any other right, or ofsuch breach, or any future breaches, under this Agreement.
13.7 NoAssignment. The Client may not assign or transfer this Agreement or an order toa third party, except that this Agreement may be assigned as part of a merger,or sale of all or substantially all of the business or assets, of the Client. AcrisureRWmay assign this Agreement and all rights and benefits hereunder without theconsent of the Client.
13.8 NoPartnership or Agency. Nothing in this Agreement is intended to or shalloperate to create a partnership between the parties, or authorize either partyto act as an agent for the other, and neither party shall have the authority toact in the name or on behalf of or otherwise bind the other in any way.
13.9 ForceMajeure. AcrisureRW will not be held responsible for any delay or failure inperformance of any part of this Agreement if, and to the extent, that the delayor failure is caused by an event or occurrence beyond the reasonable control ofthe AcrisureRW and without its fault or negligence, such as, by way of exampleand not by way of limitation, acts of God, action by any governmental authority(whether valid or invalid), fires, flood, wind storms, explosions, riots,natural disasters, wars, terrorist acts, sabotage, labour problems (includinglock-outs, strikes and slowdowns, except for any labour problems of the Partyclaiming a force majeure event), court order or injunction or any failure of autility service, transport or telecommunications network.
13.10 NoAdditional Terms. AcrisureRW rejects additional or conflicting terms of anyClient form or purchasing document.
13.11 Order ofPrecedence. If there is an inconsistency between this Agreement and aSubscription Confirmation, the Subscription Confirmation prevails.
13.13 Modificationto Terms or Service. AcrisureRW reserves the right at any time to modify ordiscontinue the Service (or any part thereof) with or without notice. Pricesfor using the Service are subject to change upon thirty (30) days' notice from AcrisureRW,such notice to be provided by posting the changes to https://AcrisureRW.io/ orhttp://AcrisureRW.com or by email to the email address to which the ServiceConfirmation was sent. AcrisureRW shall not be liable to you or to any thirdparty of any modification, price change, suspension or discontinuance of theService.