This Terms of Service and Use Agreement (this "Agreement") is entered into by and between Smith Insuratech LLC, a Florida limited liability company ("Company," "we," "us," or "our"), and each individual or entity that accesses or uses the Smith Insuratech CRM service ("User," "you," or "your"). This Agreement governs your access to and use of the Service (as defined below). By clicking "I Agree," creating an account, or by otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement. If you do not agree, you must not access or use the Service.
WHEREAS, the Company provides a software-as-a-service customer relationship management platform known as Smith Insuratech CRM, designed for licensed Medicare insurance agents to automate text message communications, send thank-you cards, and manage client communications;
WHEREAS, User desires to access and use the Service, and Company agrees to provide such access and use, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
For purposes of this Agreement, the following terms shall have the meanings set forth below. Terms defined in the singular shall include the plural and vice versa, and references to any gender shall include all genders, as the context requires. Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in this Section 1.
1.1 "Agreement" means this Terms of Service and Use Agreement, including all exhibits, attachments, schedules, policies, and documents incorporated herein by reference, as amended from time to time in accordance with its terms.
1.2 "Applicable Law" means all federal, state, local, and international laws, statutes, ordinances, rules, regulations, codes, directives, orders, and industry standards applicable to a party's performance under this Agreement, including without limitation laws and regulations governing data protection, privacy, consumer protection, communications (including the Telephone Consumer Protection Act ("TCPA")), healthcare (including HIPAA), and insurance marketing (including applicable CMS rules).
1.3 "Claims" means any and all claims, demands, actions, suits, proceedings, liabilities, obligations, losses, damages, settlements, judgments, penalties, fines, costs, and expenses of any nature whatsoever, including without limitation reasonable attorneys' fees and costs of investigation, enforcement, and defense, whether sounding in contract, tort, statute, or otherwise.
1.4 "Company" means Smith Insuratech LLC, a Florida limited liability company, and its affiliates, subsidiaries, successors, and permitted assigns.
1.5 "Company Materials" means the Service and all associated software, source code, object code, algorithms, databases, designs, documentation, interfaces, text, graphics, logos, trademarks, trade names, service marks, content, know-how, and all other technology, works of authorship, inventions, materials, and intellectual property provided or made available by Company, together with all worldwide intellectual property and proprietary rights therein and thereto.
1.6 "Confidential Information" means all non-public, proprietary, or confidential information, whether disclosed orally or in writing, by Company to User or by User to Company, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
1.7 "Effective Date" means the date above, or the date on which User first subscribes to, accesses, or uses the Service.
1.8 "Fees" means all subscription fees, charges, and other amounts payable by User to Company for access to and use of the Service, as set forth in Section 3 or as otherwise agreed to in writing between the parties.
1.9 "Force Majeure Event" means any event or circumstance beyond a party's reasonable control, whether foreseeable or unforeseeable, including but not limited to acts of God, natural disasters, fire, flood, earthquake, war, terrorism, riots, labor disputes, pandemics, governmental orders, or failures of telecommunications, networks, utilities, or third-party services.
1.10 "Service" means the Smith Insuratech CRM, including all associated websites, applications, platforms, software, features, integrations, documentation, content, functionality, and related services provided or made available by Company, and all updates, enhancements, modifications, or derivative works thereof.
1.11 "Taxes" means any and all sales, use, value-added, goods and services, excise, withholding, or similar taxes, duties, levies, or governmental charges of any kind (other than taxes based on Company's net income) imposed by any governmental authority in connection with this Agreement, the Service, or User's access to or use of the Service.
1.12 "Third-Party Services" means any software, platforms, applications, services, tools, data sources, payment processors, or other offerings that are not owned or controlled by Company but which interoperate with, are integrated into, or may otherwise be used in connection with the Service, including without limitation Go High Level, Stripe, Thanks.io, Swayze CRM, and United Insurance Professionals.
1.13 "User" means any individual or entity that accesses or uses the Service, including such entity's employees, agents, representatives, contractors, or other persons acting on its behalf, and any successors or permitted assigns thereof.
1.14 "User Content" means any and all data, information, text, images, messages, or other content submitted, uploaded, transmitted, created, or otherwise made available by or on behalf of User through or in connection with the Service, including but not limited to client data, communications, and marketing content.
Access to and use of the Service is limited to individuals and entities that meet all of the following conditions: (a) User is at least eighteen (18) years of age and has full legal capacity to enter into binding contracts; (b) if User is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and the individual accepting this Agreement on its behalf is duly authorized to do so; (c) User is duly licensed and authorized to engage in the business of selling or servicing Medicare insurance and any other regulated activities undertaken using the Service; and (d) User is actively affiliated with Company's brokerage or otherwise authorized in writing by Company to use the Service. Company reserves the right, in its sole discretion, to refuse, suspend, or revoke access to the Service if User fails to meet or maintain these eligibility requirements.
To access the Service, User must register for an account and provide complete, current, and accurate information, including without limitation User's full legal name, business name (if applicable), email address, telephone number, mailing address, subscription level, payment information, and a photo for use in thank-you cards. Company may also require a digital signature or other forms of verification as a condition of account activation. User represents and warrants that all information provided to Company is true, accurate, and complete and agrees to promptly update such information to maintain its accuracy. Company shall have no liability for any loss or damage arising from inaccurate or incomplete information supplied by User.
User is solely responsible for maintaining the confidentiality and security of its account credentials, including usernames, passwords, and multi-factor authentication methods, and for all activity occurring under its account, whether or not authorized by User. User shall immediately notify Company of any unauthorized use of its account, breach of security, or compromise of credentials. Company shall not be liable for any loss or damage arising from any unauthorized use of User's account, and User shall indemnify Company for any losses resulting from such unauthorized use.
Accounts may not be created or maintained by minors, unlicensed individuals, suspended or terminated users, competitors of Company, or any person or entity acting on behalf of or for the benefit of a competitor. Company may suspend or terminate any account that it determines, in its sole discretion, was created in violation of this Section or is being used for purposes inconsistent with this Agreement.
Company reserves the right, at any time and from time to time, to verify User's eligibility, licensing status, and compliance with the terms of this Agreement, including by requesting documentation, certifications, or other evidence reasonably necessary to confirm such compliance. The user agrees to cooperate fully with any such verification efforts. Failure to provide requested information or documentation within a reasonable time may result in suspension or termination of access to the Service.
User's account is personal to User and may not be assigned, sublicensed, shared, or transferred to any other individual or entity without Company's prior written consent. Any attempt to transfer or share access in violation of this Section shall be null and void and shall constitute a material breach of this Agreement.
2.7 SMS Program Description. By opting into the Smith Insuratech Alerts SMS program ("SMS Program"), you consent to receive recurring text messages related to your use of the Smith Insuratech CRM, including but not limited to account notifications, service updates, project reminders, and other service-related communications. Message frequency will vary.
2.8 Opt-Out Instructions. You may opt out of receiving SMS messages at any time by replying "STOP" to any message you receive from us. After you send "STOP," we may send one final confirmation message. No further messages will be sent unless you re-enroll as described below.
2.9 Rejoining the Program. If you have opted out and wish to re-enroll in the SMS Program, you may do so by texting "START" to the same number or shortcode, or by re-enrolling through your account settings or other enrollment methods provided.
2.10 Help Instructions. For help or additional information regarding SMS messaging, reply "HELP" to any message or contact us at jakob@insuratech.biz.
2.11 Carrier Disclaimer. Mobile carriers are not liable for delayed or undelivered messages. Delivery of SMS messages is subject to effective transmission from your wireless service provider and is outside our control.
2.12 Message and Data Rates. Message and data rates may apply for any SMS messages sent or received as part of the SMS Program. Message frequency may vary based on your interactions with the Service.
2.13 Compliance with Industry Standards. Our SMS messaging program is designed to comply with all applicable laws, regulations, and industry standards, including the Telephone Consumer Protection Act ("TCPA"), Cellular Telecommunications Industry Association ("CTIA") guidelines, and other relevant federal and state rules.
2.14 All categories of data sharing described in this Agreement exclude text messaging originator opt-in data and consent. This information will not be shared with any third parties or affiliates for marketing or promotional purposes and will only be shared with aggregators or providers of the text messaging services to the extent necessary to deliver such services.
Access to the Service is offered solely on a subscription basis with additional fees as may be charged at Company's discretion with notice provided in advance. The subscription pricing will be provided upon inquiry to jakob@insuratech.biz. Company reserves the right, at any time and in its sole discretion, to modify, discontinue, or replace any subscription plan, pricing, features, or functionality, or to introduce new plans, upon notice to User. Continued use of the Service after any such change constitutes User's acceptance of the modified pricing or plan terms.
User shall pay all fees and charges associated with its subscription to the Service ("Fees") in accordance with the billing terms in effect at the time such Fees become due. All Fees are stated and payable in U.S. dollars, are due and payable in advance, and are non-refundable under any circumstances, except as otherwise expressly provided herein or required by law. Payment shall be made through Stripe or such other payment processor as Company may designate from time to time. User authorizes Company (or its payment processor) to automatically charge User's designated payment method on a recurring basis until this Agreement is terminated in accordance with its terms. User represents and warrants that it has the legal right to use the payment method provided and shall promptly update its payment information as necessary to ensure uninterrupted payment of Fees.
If any Fees or other amounts owed under this Agreement are not received when due, Company may, without limiting any other rights or remedies available to it: (a) suspend or restrict User's access to the Service, in whole or in part, until all amounts are paid in full; (b) charge interest on overdue amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law; (c) recover from User all costs of collection, including reasonable attorneys' fees and court costs; and/or (d) terminate this Agreement pursuant to Section 13. Company shall have no liability for any suspension or termination of the Service due to non-payment.
Subscriptions shall automatically renew for successive billing periods of equal length unless canceled by User in accordance with Company's then-current cancellation procedures. Cancellation shall become effective at the end of the current billing period, and the user remains responsible for all Fees incurred prior to the effective cancellation date. Company shall not be obligated to provide any refund, credit, or pro-rata reimbursement for any partial billing period or unused portion of the Service.
All Fees are exclusive of taxes, levies, duties, and similar governmental assessments, including sales, use, value-added, and withholding taxes (collectively, "Taxes"). User shall be responsible for the payment of all Taxes associated with its purchase, use, or access to the Service, except for taxes based on the Company's net income. If Company is required to collect and remit Taxes on User's behalf, such Taxes will be added to the Fees and charged to the User's payment method.
All amounts payable by User under this Agreement shall be paid without set-off, counterclaim, deduction, or withholding. If any withholding or deduction is required by law, User shall pay such additional amounts as are necessary to ensure that Company receives the full amount it would have received had no withholding or deduction been required.
Company may modify its Fees and billing terms for the Service upon not less than thirty (30) days' prior notice to User, which may be provided by email or through the Service. Any such changes shall become effective at the start of the next billing cycle following the notice period. Continued use of the Service following the effective date of any change constitutes User's agreement to the new Fees.
4.1 Permitted Use. User may use the Service solely for lawful business purposes related to Medicare insurance sales and client communications.
4.2 Prohibited Conduct. User shall not:
4.3 Compliance Responsibility. User is solely responsible for compliance with all applicable laws and regulations, including but not limited to the Telephone Consumer Protection Act (TCPA), the Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act, and any state-specific telemarketing or messaging laws, when using the SMS Program. Company disclaims any responsibility for User's legal compliance.
The Service may incorporate, interoperate with, or allow access to certain third-party software, platforms, applications, tools, payment processors, communication systems, data services, or other products or services ("Third-Party Services"), including but not limited to Go High Level, Stripe, Thanks.io, Swayze CRM, and United Insurance Professionals. User acknowledges and agrees that Third-Party Services are provided solely by the applicable third-party providers and not by Company, and that Company has no control over and assumes no responsibility for such Third-Party Services, including their availability, accuracy, functionality, performance, operation, content, data practices, security, or compliance.
Company does not endorse, warrant, or guarantee any Third-Party Services or their suitability for any purpose. All use of Third-Party Services is solely at User's own risk and subject to the separate terms and conditions, privacy policies, and other agreements imposed by the applicable third-party providers. Company expressly disclaims any and all liability arising out of or relating to Third-Party Services, and User acknowledges that its relationship with such providers is entirely independent of this Agreement.
By enabling, integrating with, or using any Third-Party Services in connection with the Service, User expressly authorizes Company to share, transmit, transfer, or otherwise make available User Content, data, and other information to such Third-Party Services as necessary or appropriate to facilitate such integration or interoperation. Company shall have no responsibility or liability for (a) any disclosure, modification, deletion, misuse, or unauthorized access to data by any Third-Party Service; (b) any data-processing practices, security measures, or compliance obligations of such Third-Party Services; or (c) any resulting loss, damage, or liability to User or any third party.
All categories of data sharing described in this Agreement exclude text messaging originator opt-in data and consent. This information will not be shared with any third parties or affiliates for marketing or promotional purposes and will only be shared with aggregators or providers of the text messaging services to the extent necessary to deliver such services.
Company does not guarantee the continued availability of any Third-Party Services and may modify, replace, limit, restrict, suspend, or discontinue access to any Third-Party Services at any time, in whole or in part, with or without notice, without liability to User. If continued access to a particular Third-Party Service requires User to accept new or modified terms or pay additional fees, such access shall be subject to User's acceptance of those terms or payment of those fees.
Nothing in this Agreement shall be construed to obligate Company to integrate, maintain integration with, or support any specific Third-Party Service, nor shall any integration constitute an endorsement or guarantee of such service. Any request by User to integrate additional Third-Party Services shall be subject to Company's prior written approval and may be conditioned upon additional terms and fees.
6.1 Data Collection. Company collects and logs usage data, text messages, client data, and agent information in connection with the Service.
6.2 Data Retention. Company retains data only for as long as required by applicable law. Company may delete data without notice following account termination.
6.3 Data Export. Users may export data only upon written request and signed approval from a member of the company.
6.4 Privacy and Cookie Policies. Use of the Service is subject to Company's Privacy Policy and Cookie Policy, available at https://insuratech.biz/privacy-policy/ which are incorporated herein by reference. This includes data associated with the SMS Program, including text messaging originator opt-in data and Consent.
User acknowledges and agrees that the Service, including without limitation all software, source code, object code, algorithms, architecture, databases, interfaces, compilations, templates, APIs, designs, text, graphics, logos, trade names, trademarks, service marks, content, documentation, know-how, and all other technology, inventions, works of authorship, and materials embodied therein or otherwise provided or made available by Company (collectively, the "Company Materials"), together with all worldwide intellectual property rights therein and thereto (including all copyrights, patent rights, trade secret rights, trademark rights, and moral rights), are and shall remain the sole and exclusive property of Company and its licensors. Except for the limited rights expressly granted herein, no license or other rights, express or implied, are granted to User, and all rights not expressly granted to User are reserved by Company.
Subject to User's full and ongoing compliance with this Agreement and payment of all applicable fees, Company hereby grants to User a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of this Agreement to access and use the Service solely for User's internal business purposes in connection with licensed Medicare insurance operations. This license is conditioned on User's continued eligibility under Section 2 and shall immediately terminate upon termination or expiration of this Agreement or upon breach by User of any provision herein.
User shall not, and shall not permit any third party to: (a) copy, reproduce, modify, adapt, translate, create derivative works of, or otherwise exploit the Service or any Company Materials, in whole or in part; (b) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas or algorithms of the Service; (c) remove, obscure, alter, or destroy any proprietary notices, labels, or marks on or in the Service; (d) use the Service to develop, train, or improve any competing product or service; (e) rent, lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Service available to any third party without Company's prior written consent; or (f) use the Service or Company Materials in any manner or for any purpose not expressly authorized by this Agreement.
If User provides Company with any feedback, suggestions, enhancements, ideas, or other information relating to the Service or Company's business ("Feedback"), such Feedback shall be deemed the sole and exclusive property of Company. User hereby irrevocably assigns to Company all right, title, and interest in and to such Feedback, including all intellectual property rights therein, and agrees to execute and deliver such documents and take such actions as Company may reasonably request to evidence, perfect, or enforce Company's ownership thereof.
Nothing in this Agreement shall be construed to convey to User any ownership interest in or to the Service, the Company Materials, or any intellectual property rights associated therewith. All rights, title, and interest therein and thereto are and shall remain exclusively with Company and its licensors. The Company name, logos, and product names associated with the Service are trademarks of Company or third parties and no license or right is granted to use them except as expressly set forth herein.
User acknowledges that any breach of this Section 7 may cause immediate and irreparable harm to Company for which monetary damages would be an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, Company shall be entitled to seek injunctive or other equitable relief, without the necessity of posting bond or proving actual damages, in addition to any other remedies available at law or in equity.
User acknowledges and agrees that the Service is provided strictly on an "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS" basis. Company makes no representation, warranty, or guarantee that the Service, or any portion thereof, will (a) be available on an uninterrupted, timely, secure, or error-free basis; (b) meet User's requirements or expectations; (c) operate in combination with any hardware, software, system, data, or services not provided by Company; (d) be free from errors, defects, viruses, or other harmful components; or (e) retain or store any data without loss or corruption.
Company reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Service or any part thereof, for any reason or no reason, including but not limited to maintenance, repairs, updates, upgrades, security patches, enhancements, or improvements, without prior notice or liability to User. Company shall have no obligation to provide any notice of scheduled or unscheduled downtime but will use commercially reasonable efforts to schedule routine maintenance during periods of low user activity.
Company reserves the right, at any time and in its sole discretion, to modify, enhance, improve, update, or discontinue any aspect or feature of the Service, including without limitation its functionality, content, appearance, user interfaces, integrations, and pricing. Company shall not be liable for any modification, suspension, or discontinuation of the Service, or for any resulting loss of access to or use of any data, functionality, or content.
User acknowledges that Company does not guarantee the storage, backup, or continued availability of any data or content processed or stored through the Service. User is solely responsible for maintaining appropriate backups of all such data. Company disclaims all liability for any deletion, destruction, corruption, loss, or failure to store any data or content associated with the Service.
Unless expressly set forth in a written agreement signed by an authorized officer of Company, Company does not and shall not provide any service level agreement (SLA), uptime guarantee, support response time commitment, or other performance standard. Any references to "uptime," "availability," "support," or similar terms in marketing or promotional materials are aspirational only and shall not create any contractual obligations or warranties.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, LICENSORS, OR SERVICE PROVIDERS (COLLECTIVELY, THE "COMPANY PARTIES") BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, LOSS OF USE, LOSS OF ANTICIPATED SAVINGS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF THE COMPANY PARTIES, FOR ANY AND ALL CLAIMS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS, OR EXPENSES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, OR USER'S ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY USER TO COMPANY FOR USE OF THE SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION.
WITHOUT LIMITING THE FOREGOING, COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR (A) ANY THIRD-PARTY SERVICES OR MATERIALS, INCLUDING ANY FAILURES OR DISRUPTIONS OF SUCH SERVICES OR MATERIALS; (B) UNAUTHORIZED ACCESS TO OR ALTERATION, DELETION, LOSS, CORRUPTION, OR DESTRUCTION OF DATA OR CONTENT, WHETHER CAUSED BY ACCIDENT, FRAUDULENT MEANS, OR ANY OTHER METHOD; (C) ANY CONTENT OR CONDUCT OF ANY THIRD PARTY; OR (D) ANY MATTERS BEYOND COMPANY'S REASONABLE CONTROL.
USER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND USER AND REFLECT A FAIR ALLOCATION OF RISK. WITHOUT SUCH LIMITATIONS, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. USER FURTHER ACKNOWLEDGES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES; TO THE EXTENT SUCH LAWS APPLY, THE ABOVE EXCLUSIONS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
User shall indemnify, defend, and hold harmless Company, its affiliates, subsidiaries, successors, assigns, and each of their respective officers, directors, members, managers, employees, contractors, agents, representatives, licensors, and service providers (collectively, the "Indemnified Parties") from and against any and all claims, demands, causes of action, suits, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses (including without limitation reasonable attorneys' fees, court costs, and expenses of investigation and enforcement) (collectively, "Claims") arising out of or relating to:
Company shall promptly notify User in writing of any Claim for which it seeks indemnification; provided, however, that failure to provide such notice shall not relieve User of its obligations except to the extent User is materially prejudiced thereby. Company shall have the right to participate in the defense of any Claim with counsel of its own choosing, at its own expense. User shall not settle any Claim without Company's prior written consent unless such settlement (i) includes a full and unconditional release of all Indemnified Parties from all liability, (ii) does not impose any admission of fault, liability, or wrongdoing on any Indemnified Party, and (iii) does not impose any affirmative obligations on any Indemnified Party.
To the fullest extent permitted by law, Company shall have no obligation to indemnify, defend, or hold harmless User or any third party for any Claims arising out of or relating to this Agreement, the Service, or User's use thereof. User expressly waives any right to seek indemnification, contribution, or reimbursement from Company or any other Indemnified Party.
To the fullest extent permitted by law, User hereby waives, and shall cause its insurers to waive, any and all rights of subrogation, reimbursement, or recovery against the Indemnified Parties for any Claims, losses, or damages covered by User's insurance policies, whether such policies are maintained voluntarily or pursuant to legal or contractual requirements. User shall ensure that all insurance policies maintained in connection with its business contain an express waiver of subrogation in favor of the Indemnified Parties.
Company shall have the right to seek injunctive or equitable relief, without the necessity of posting bond, to prevent or curtail any actual or threatened breach of this Section, in addition to any other remedies available at law or in equity.
User agrees that during the term of this Agreement and for twelve (12) months thereafter, User shall not, directly or indirectly:
User acknowledges that any breach of this Section will cause irreparable harm and that monetary damages may be inadequate. Company shall be entitled to injunctive relief in addition to any other remedies available at law or equity.
Company reserves the right, in its sole and absolute discretion, to suspend, restrict, or terminate User's access to and use of the Service, in whole or in part, at any time and without prior notice or liability, if: (a) User breaches or is reasonably suspected of breaching any provision of this Agreement; (b) any payment or applicable tax owed by User is not received when due; (c) User engages in, attempts to engage in, or Company reasonably suspects User of engaging in any fraudulent, unlawful, abusive, or improper use of the Service, or any use that could subject Company, its affiliates, or third parties to liability; (d) User ceases to be licensed or otherwise fails to meet the eligibility requirements set forth herein; (e) User ceases to be affiliated with Company's brokerage or otherwise ceases to have a legitimate business need for the Service; or (f) Company is required to do so by law, regulation, governmental order, or the request of any regulatory authority.
Upon termination or suspension of User's account for any reason: (i) all rights and licenses granted to User under this Agreement shall immediately terminate; (ii) User shall immediately cease all use of the Service; (iii) Company may, at its sole discretion and without any obligation, permanently delete or destroy any and all data, content, or information associated with User's account, including User Content, without providing a copy thereof to User; (iv) Company shall have no obligation to provide continued access to the Service or any data stored therein, nor to refund any fees previously paid; and (v) any provisions of this Agreement which, by their nature, are intended to survive termination shall remain in full force and effect.
User acknowledges and agrees that Company shall have no liability to User or any third party for any termination, suspension, restriction, or deletion of data carried out in accordance with this Section, and that any such action shall be without prejudice to any other rights or remedies available to Company at law or in equity.
The parties agree that the following provisions of this Agreement, together with any other provisions that by their nature are intended to survive termination or expiration, shall survive the termination, suspension, or expiration of this Agreement for any reason and shall remain in full force and effect: Section 5 (Third-Party Services), Section 6.2 (Data Retention), Section 6.3 (Data Export), Section 7 (Intellectual Property and License), Section 9 (Disclaimers of Warranties), Section 10 (Limitation of Liability), Section 11 (Indemnification and Waiver of Subrogation), Section 12 (Non-Circumvention and Non-Solicitation), this Section 14 (Survival), Section 15 (Governing Law, Dispute Resolution, and Class Action Waiver), Section 16 (Takedown Procedures – DMCA), Section 17 (Force Majeure), Section 18 (Changes to Terms and Acceptance), Section 19 (Notices), and Section 20 (Miscellaneous). All such provisions shall continue to bind the parties and their respective successors and permitted assigns notwithstanding any termination of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved exclusively by confidential, binding arbitration administered by the American Arbitration Association ("AAA") in Pinellas County, Florida, under its Commercial Arbitration Rules. The Federal Arbitration Act (FAA) shall govern the interpretation and enforcement of this arbitration provision. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Class Action Waiver: User agrees that any arbitration or legal proceeding shall be conducted solely on an individual basis and not as a class, consolidated, or representative Action.
If you believe any content on the Service infringes your copyright or other rights, please send a written notice to jakob@insuratech.biz including: (a) identification of the work claimed to be infringed; (b) identification of the infringing material; (c) your contact information; and (d) a statement under penalty of perjury that you are authorized to act on behalf of the owner.
Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, power failures, or telecommunications disruptions.
Company may update this Agreement from time to time. Notice of material changes will be provided by email or posted on the Service. Continued use of the Service following such notice constitutes acceptance of the revised terms. Company may require annual re-consent to continue using the Service.
Legal notices, including arbitration notices and DMCA takedown requests, shall be directed to:
Smith Insuratech LLC
735 27th Avenue North
St. Petersburg, FL 33704
Email: jakob@insuratech.biz
20.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
20.2 Assignment. User may not assign this Agreement or any rights or obligations hereunder without Company's prior written consent. Company may assign this Agreement without restriction.
20.3 Waiver. No waiver of any provision shall be effective unless in writing and signed by an authorized representative of Company. No waiver of any breach shall constitute a waiver of any subsequent breach.
20.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
20.5 Equitable Relief. Company shall be entitled to injunctive or equitable relief to prevent or curtail any actual or threatened breach of this Agreement without posting bond.
20.6 Headings. Headings are for convenience only and shall not affect the interpretation of this Agreement.
20.7 Construction. This Agreement shall not be construed against either party by reason of authorship.
BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR USING THE SERVICE, USER ACKNOWLEDGES THAT USER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT.