INSUREtrust.com, LLC ("INSUREtrust") Clickwrap Agreement for Website
IMPORTANT - READ CAREFULLY: This “Clickwrap Agreement,” set forth or accessible below, is a legal agreement between you and INSUREtrust.com, LLC , a limited liability company organized and existing under the laws of the State of Georgia, (“INSUREtrust” “we” or “us”), relating to the website with the URL, www.insuretrust.com. (the "Website"). You are an independent agent, independent agency or other person interested in viewing our “Comparison Chart,” which consists of a provision by provision comparison of liability and casualty insurance policies, and/or other content on the Website accessible only to users of the Website who have registered and obtained a password. The content, including the Comparison Chart, accessible only by registered users is referred to herein as the "Restricted Content." By clicking “accept” below you will be agreeing to the terms of the Clickwrap Agreement. Furthermore, by clicking “accept” below you do confirm to us that you are “signing” the Clickwrap Agreement for all purposes under applicable law. Any individual employee of an employer who clicks “accept” below in the course of employment is accepting the Clickwrap Agreement and providing such signature on behalf of such employer and is representing and warranting to us that such acceptance is being made and signature provided on behalf of such employer with full authority. When an employer, as opposed to the individual who mouse clicked acceptance of the Clickwrap Agreement on behalf of the employer, is a party to this Agreement, “you” refers to the employer. It is understood and agreed that any such employee will also be bound under “5(a)” of the Clickwrap Agreement.
INSUREtrust Clickwrap Agreement
This Agreement constitutes the entire agreement between you and us with respect to your accessing, viewing and/or copying any of the Restricted Content and supersedes any proposal or prior agreement, oral or written, and any other communications between you and us relating to the subject matter of this Agreement. By clicking the “accept” button you have accepted the terms of this Agreement.
1. Background and License: We own and operate the Website, which, among other things, provides general information about insurance products. We also permit visitors who accept the terms of this Agreement, including, but not limited to, holding us harmless from any claims related to our Restricted Content, to view our Restricted Content. In this regard you understand and agree that we do not warrant the accuracy of the Comparison Chart, that the chart is not complete and viewing the chart is in no way a substitute for your reading the policies. We are hereby granting you a license to access, view and use our Restricted Content, but only subject to and in accordance with the terms of this Agreement.
2. Term: The “Term” of this Agreement will begin on the date you click that you “accept” the terms of this Agreement and end on the later of the date:
(a) You no longer have a copy of or access to any of the Restricted Content in hard copy, computer file or in any other format;
(b) Anyone who has received a copy of the Restricted Content through you, directly or indirectly, no longer has a copy;
(c) No insurance policy purchased with respect to which you have received or provided advice, obtained in whole or in part from the Restricted Content, is any longer in effect;
(d) No claim can be made or action filed or is pending based in whole or in part, directly or indirectly, from information contained in the Restricted Content which information was provided by you or anyone receiving a copy of the Restricted Content, directly or indirectly, through you; and
(e) When you notify us that the Term has ended.
3. Reservation of Right to Change Terms: We reserve the right to change any one or more terms of this Agreement by either making the change available to be viewed on this Website and/or sending an email to the last email address you have given to us and such change will be effective immediately with respect to your continued use of the Restricted Content.
4. Password: You are responsible for maintaining the confidentiality of any password provided to you. You are solely responsible for use of such password, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of your password.
5. Restrictions and Conditions: You agree to the following restrictions and conditions:
(a) You will not reprint, republish, copy, permit access to or distribute in any way, our Restricted Content, or information derived from our Restricted Content, except to individuals and entities who have agreed to and are subject to all the terms of this Agreement with their obligations being both to you and to us;
(b) If you do provide any copy of the Restricted Content to anyone else, you will assure that no copyright notices, logos and/or disclaimers in the headers/footers or elsewhere in the document are removed;
(c) Notwithstanding any other term of this Agreement, we may require you, or anyone obtaining a copy through you, directly or indirectly, to cease from retaining, viewing or using the Restricted Content at any time, for any reason, with or without cause and may require you, and anyone receiving a copy through you, directly or indirectly, to both destroy any copies in your or their possession, custody or control and certify to us that any such copies have been destroyed; and
(d) You will use, and permit use of, the Restricted Content only to produce advice to others regarding purchasing of insurance and not to produce another chart or other materials.
6. Consent to Receiving Emails: You hereby consent to our emailing our newsletter and any other materials or information to you during the Term.
7. Re-registration: We may modify and/or update the Restricted Content, including the Comparison Chart, from time to time. You understand and agree that we may, from time to time at our discretion, require you to re-register to have access to and/or view the Restricted Content.
8. Representations and Warranties: You represent and warrant to us that you are an insurance agent or other person accessing and/or obtaining a copy of any of the Restricted Content only as an initial aid to help you compare insurance policies and are not relying on and will not rely on the Restricted Content to make or provide advice concerning selection of policies; but, will read the actual policies closely and rely on your reading of the actual policies to make your decisions and recommendations. You understand and agree that we are relying on this representation in permitting you access to the Restricted Content.
9. Disclaimer: YOU RECOGNIZE AND AGREE THAT WE ARE PROVIDING THE RESTRICTED CONTENT “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. WE AND OUR MEMBERS, MANAGERS, SHAREHOLDERS, DIRECTORS, ADVISORS, ATTORNEYS, AGENTS, EMPLOYEES, OFFICERS, SUPPLIERS AND SUBCONTRACTORS (WE AND SUCH OTHER PARTIES ARE REFERED TO HEREIN AS THE “INSUREtrust PARTIES”) MAKE NO WARRANTIES AND SHALL NOT BE LIABLE FOR ANY USE OF OR CIRCUMSTANCES RELATING TO THE USE OF THE RESTRICTED CONTENT INCLUDING, BUT NOT LIMITED TO, FOR OUR OWN NEGLIGENCE.
10. Indemnity: You hereby agree to indemnify and hold us and the other INSUREtrust Parties harmless from any and all losses, including, but not limited to, attorneys fees, that any one or more of the INSUREtrust Parties may incur as a result of your violation of any of the terms and conditions of this Agreement, including, but not limited to, your breach of any of the warranties or representations. You further agree to indemnify and hold each of the INSUREtrust Parties harmless from any and all losses, including, but not limited to, attorneys fees, that any one or more of the INSUREtrust Parties may incur as a result of any claims by you against any one or more of the INSUREtrust Parties even if such claim is based on the negligence of any one or more of such parties.
11. Limitation of Liability: YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE RESTRICTED CONTENT AND ANY INFORMATION IN THE RESTRICTED CONTENT. UNDER NO CIRCUMSTANCES SHALL WE, OR ANY OF THE OTHER INSURETRUST PARTIES, BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF WE OR ANY OF THE OTHER INSURETRUST PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY IN ANY EVENT IS LIMITED TO THE AMOUNT, IF ANY, YOU HAVE ACTUALLY PAID US FOR ACCESSING THE RISTRICTED CONTENT, NAMELY NOTHING, AND YOU HEREBY RELEASE US AND THE OTHER INSURETRUST PARTIES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. THE LIMITATIONS SET FORTH IN THIS SECTION ARE IN ADDITION TO ALL OF THE OTHER DISCLAIMERS AND LIMITATIONS OF WARRANTIES AND LIABILITIES SET FORTH IN THIS AGREEMENT.
12. Miscellaneous
12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.
12.2 Further Actions. You agree to execute any and all documents and take any other actions reasonably required to effectuate the purposes of this Agreement.
12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
12.4 Interpretation. The fact of authorship by or at the behest of a party shall not affect the construction or interpretation of this Agreement.
12.5 Amendments. Except as provided in “3” above, no amendment or other change of this Agreement shall be effective unless and until set forth in writing and signed on behalf of each of the parties.
12.6 Other Agreements. The terms and conditions of the User Agreement and Privacy Policy, both of which are accessible from this website, are incorporated by reference into and made part of this Clickwrap Agreement to the extent such terms do not conflict with the terms of this Agreement. It is understood that, unlike the terms of this Clickwrap Agreement, the terms of the User Agreement and the Privacy Policy apply to not only the Restricted Content, but all the content on this Website.
12.7 Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties and supersedes all prior agreements, representations and understandings between the parties hereto relating to the subject matter hereof.