PINS Terms of Service

Agreement Overview:

Pacific Insurance Network Systems, Inc., a Delaware corporation (“PINS”), and Customer have entered into an order form or other ordering agreement or document (the “Initial Order Form”) for the provision of identified software services (the “Software Services”) and professional services (the “Professional Services”) (collectively, the “Services”) to Customer subject to and governed by these PINS Terms of Service. At any time hereafter Customer and PINS may enter into additional order forms, agreements or documents subject to these PINS Terms of Service for the purchase of additional services (each an “Additional Order Form.” The Initial Order Form and any Additional Order Form shall be referred to herein individually as an “Order Form” and collectively as the “Order Forms.” Capitalized terms used but not defined herein shall have the meanings set forth in the Order Forms.

PINS’ terms and conditions and privacy policy made available through the Software Services, as may be updated from time to time (“Usage Terms”) are incorporated herein by this reference. The Order Forms, these PINS Terms of Service, and the Usage Terms shall collectively be referred to herein as the “Agreement.” In the event of a conflict or inconsistency between an Order Form, Usage Terms and PINS Terms of Service, a particular Order Form will govern over and control the PINS Terms of Service and, taken together an order form and PINS Terms of Service shall govern over and control the Usage Terms.

Subject to Customer’s compliance with the Agreement, PINS will make the Software Services available to Customer and its Users to the extent set forth in the applicable Order Form, solely for internal use within the United States. PINS shall provide the Professional Services listed on the applicable Order Form, if any, in accordance with the specifications set forth in the associated statement of work relating to such Professional Services. Customer shall not exceed limits on number of certificates, number of designated users, or number of departments indicated on the Order Form (“Limits”). As used herein, “Users” means any person granted access to the Software Services by or on behalf of Customer, including, but not limited to, any insurance brokers and/or agents. Subject to the terms of this Agreement, PINS will use commercially reasonable efforts to provide Customer the Services. Customer acknowledges that the Software Services may include alerts and notifications, which may be delivered via email, within the Customer’s account, or through other means as determined by PINS.

Subject to the terms hereof, PINS will provide Customer with reasonable technical support services in accordance with its standard practices via electronic mail on weekdays during the hours of 9:00 AM through 5:00 PM Pacific time, with the exclusion of Federal holidays. PINS will use commercially reasonable efforts to respond to all support requests within one (1) business day.

PERMITTED USE, RESTRICTIONS AND RESPONSIBILITIES

  • Subject to the terms and conditions of this Agreement, PINS hereby grants Customer a limited, non-exclusive, non-transferable, revocable right during the Term to access and use the Services solely for Customer’s internal business purposes. Customer may permit its authorized Users to access and use the Services in accordance with Customer's subscription level and the restrictions set forth in this Agreement.
  • 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 Software Services or any software, documentation or data related to the Software Services (collectively “Software”); modify, translate, or create derivative works based on the Software Services or any Software (except to the extent expressly permitted by PINS or authorized within the Services); use the Software Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.
  • Customer may not remove or export from the United States or allow the export or re-export of the Software Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
  • Customer represents, covenants, and warrants that Customer will use the Software Services only in compliance with this Agreement and all applicable laws and regulations. Although PINS has no obligation to monitor Customer’s use of the Software Services, PINS may do so and may prohibit any use of the Software Services it believes may be (or alleged to be) in violation of the foregoing.
  • Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Software 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 by Users, with or without Customer’s knowledge or consent, and for all uses of the Equipment with or without Customer’s knowledge or consent.
  1.  
  • Customer is responsible for the accuracy, quality, and legality of all data and content provided by Customer or its Users in connection with or to enable the provision of the Services (“Customer Data”). Customer Data may include, but is not limited to, certificates of insurance (ACORD forms), full insurance policies, endorsements, W9s, business licenses, contracts or agreements, OSHA training information, bondability letters, and other business documents.
  • Customer hereby grants PINS a limited, non-exclusive, royalty-free, worldwide right to access, process, analyze, and use Customer Data solely to: (a) provide the Services to Customer, and (b) create Aggregated Statistics and De-identified Data as permitted under this Agreement. If Customer uses AI Services, this license extends to sharing Customer Data with PINS' AI Provider as necessary to provide such AI Services.
2.

  • Customer shall not, and shall not permit its Users to, upload any documents containing: (i) "Protected Health Information" as defined under the Health Insurance Portability and Accountability Act (HIPAA); (ii) any data subject to the Payment Card Industry Data Security Standard (PCI DSS); (iii) sensitive personal information including Social Security Numbers, driver's license numbers, or financial account numbers, except as necessary for legitimate business purposes (such as W9 forms); or (iv) any other data that is subject to specific legal or regulatory protections that would require additional contractual terms or security measures not expressly provided for herein.
3.

  • PINS reserves the right to suspend or restrict Customer’s access to the Services, or any portion thereof, immediately and without prior notice in the event of: (a) a security breach or suspected security incident involving Customer’s account or data; (b) Customer’s or its Users’ breach of this Agreement; (c) scheduled or emergency maintenance; or (d) any circumstance that PINS reasonably believes may pose a risk to the security, integrity, or availability of the Services. If Customer uses AI Services, PINS may also suspend such AI Services for a suspected violation of the AI Provider's usage policies. PINS will use commercially reasonable efforts to provide advance notice of scheduled maintenance and to restore service promptly following resolution of any security or breach issues.

AI Services

4.

The following terms apply only to the extent Customer purchases, accesses, or uses AI-powered features or services offered by PINS, including the PINS AI Assistant (“AI Services”). The AI Services constitute Software Services under the Agreement, and all provisions of the Agreement applicable to Software Services shall apply to the AI Services:

5.

  • The AI Services leverage third-party artificial intelligence services, including those provided by OpenAI, L.L.C. (“AI Provider”), to automatically review and analyze various business and insurance documents. The AI Services may extract data and generate compliance scores or other analytical output ("AI Output") based on the Customer Data provided. PINS reserves the right to update, modify, or change the underlying AI models, algorithms, or methodologies used in the AI Services at any time without prior notice to Customer. Customer acknowledges that AI outputs may vary between different model versions and that PINS makes no guarantee of consistent results across AI model updates, and Customer acknowledges that AI Output may vary and should be independently verified. PINS may discontinue specific AI features or capabilities with thirty (30) days’ prior written notice to Customer.
6.

  • Customer shall not use the AI Services: (a) in any manner that violates the AI Provider’s then-current Usage Policies; (b) to develop or train competing artificial intelligence models; (c) to make high-stakes, automated decisions impacting an individual’s rights without final human review; or (d) in any country not supported by the AI Provider.
7.

  • Customer acknowledges and agrees that PINS will send Customer Data to its AI Provider, OpenAI, for processing. Based on PINS' agreement with OpenAI: (a) OpenAI will not use Customer Data to train or improve its AI models; (b) OpenAI will retain Customer Data submitted via its API for a maximum of thirty (30) days for abuse and misuse monitoring, after which it will be deleted from OpenAI's systems; and (c) in the event OpenAI modifies these data handling practices, PINS will promptly notify Customer of such changes.
8.

  • Customer acknowledges that AI Services depend on third-party AI providers and that PINS makes no representations or warranties regarding the performance, availability, or policies of such third parties beyond those expressly set forth herein. PINS reserves the right to change AI providers without Customer consent, provided that PINS will use commercially reasonable efforts to maintain comparable functionality. PINS shall not be liable for any interruptions, errors, or failures in AI Services caused by third-party AI providers, including but not limited to changes in their terms of service, usage policies, or service availability.
9.

  • In addition to the restrictions set forth in the Agreement, Customer shall not, and shall not permit its Users to:
10.

    • use the AI Services or AI Output in any manner that violates OpenAI's then-current Usage Policies, available at https://openai.com/policies/usage-policies (or such other URL as OpenAI may provide), which are incorporated herein by reference;
11.

    • use the AI Output to develop, train, or improve any artificial intelligence or machine learning models that compete with the services offered by PINS or its AI Provider;
12.

    • use the AI Services to make high-stakes, automated decisions that could materially impact an individual's or entity's rights or access to essential services (e.g., final determinations for insurance, credit, or employment) without review and final approval by a qualified human professional. Customer acknowledges that PINS may in the future offer functionality that allows for automated approvals, and such functionality will be subject to additional terms and conditions;
13.

    • use any AI Output, insights, or learnings gained from the AI Services to develop, improve, or train competing artificial intelligence services or products; or
14. 

    • present AI Output to third parties as human-generated professional advice, legal opinions, or definitive compliance determinations.

CONFIDENTIALITY; PROPRIETARY RIGHTS

  • 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 PINS includes non-public information regarding features, functionality and performance of the Services, including 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, or (f) is permitted or required to be disclosed pursuant to this Agreement.
  • Customer shall own all right, title and interest in and to the Customer Data and all intellectual property rights related to the Customer Data. If Customer uses any AI Services, Customer shall own all AI Output, including, but not limited to, compliance scores and reports.
  • PINS may monitor Customer’s use of the Services (including Software Services and AI Services) and collect and compile data and information related to Customer’s use of the Services that is used by PINS in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Software Services (“Aggregated Statistics”). PINS may also create de-identified data derived from Customer Data, where direct personal identifiers have been removed but which may still relate to a specific entity or transaction (“De-identified Data”). Customer acknowledges that PINS may compile Aggregated Statistics and create De-identified Data. Customer agrees that PINS may (i) make Aggregated Statistics and De-identified Data publicly available in compliance with applicable law, and (ii) use Aggregated Statistics and De-identified Data to the extent and in the manner permitted under applicable law; provided in each case that such Aggregated Statistics and De-identified Data do not identify Customer or Customer’s Confidential Information.
  • If Customer or any of its employees or contractors sends or transmits any communications or materials to PINS suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), PINS is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
  • PINS shall own and retain all right, title and interest in and to: (a) the Software Services and Software, and all improvements, enhancements or modifications thereto, including the algorithms and methodologies underlying any AI Services; (b) any software, applications, inventions, or other technology developed in connection with the Professional Services or support, (c) all Aggregated Statistics and De-identified Data, (d) Feedback, and (e) all intellectual property rights related to any of the foregoing. PINS reserves all rights not expressly granted to Customer under this Agreement.

PAYMENT OF FEES

  • Pricing is outlined in the applicable Order Form. Subscription Fees and other costs (“Fees”) will be invoiced on the dates set forth in the Order Form. If Customer exceeds the Limits, PINS may provide written notice of excess use to Customer. If Customer fails to comply with the Limits within (30) days of receipt of written notice, PINS will invoice Customer at the rate designated for the subscription level reflecting Customer’s actual usage then in effect, prorated from the date of the original written notice.
  • PINS reserves the right to change the Fees and to institute new Fees at the end of a Subscription Term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that PINS has billed Customer incorrectly, Customer must contact PINS no later than sixty (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.
  • 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. PINS reserves the right to suspend provision of services if Customer is overdue on a payment. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on PINS’ net income. Except to the extent that Customer provides PINS with a valid exemption certificate, if PINS has the legal obligation to pay or collect sales, use, excise, and other taxes for which Customer is responsible, Customer shall be invoiced for and agrees to pay all such taxes.

TERM AND TERMINATION

  • The term of this Agreement will begin on the Effective Date of the Initial Order Form and continue until all subscriptions granted in accordance with all Order Forms subject to this Agreement have expired or terminated (“Term”). The “Subscription Term” under an Order Form will begin on the subscription start date specified in the Order Form and continue for the time set forth therein. Thereafter, the Subscription Term will automatically renew for successive one (1) year renewal terms at the then current price unless a party provides notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term.
  • In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without advanced notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. 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, indemnification obligations of Customer, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability
  • Upon any termination, PINS will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days. Thereafter, PINS will delete stored Customer Data within two (2) years following termination, unless otherwise required by applicable law. This retention obligation shall not apply to De-identified Data or Aggregated Statistics, which PINS may retain indefinitely.

WARRANTY AND DISCLAIMER

PINS shall use reasonable efforts consistent with prevailing industry standards to maintain the Software Services in a manner which minimizes errors and interruptions in the Software Services and shall perform the Professional Services in a professional and workmanlike manner. Software Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by PINS or by third-party providers, or because of other causes beyond PINS’ reasonable control, but PINS shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS.” PINS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THEIR USE. SPECIFICALLY WITH RESPECT TO THE AI SERVICES, CUSTOMER ACKNOWLEDGES THAT THE AI OUTPUT MAY CONTAIN ERRORS AND INACCURACIES, AND PINS AND ITS AI PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE AI SERVICES AND AI OUTPUT. PINS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Customer further acknowledges that any decisions made based on the AI Output are at Customer’s sole risk and that Customer is solely responsible for independently verifying the accuracy and appropriateness of any AI Output before relying on it. PINS shall have no liability for any decisions made by Customer based on the AI Output.

INDEMNITY

PINS shall defend and hold Customer harmless against any third-party claims that the Services infringe a United States patent or copyright or misappropriate a trade secret, and shall indemnify Customer for any damages finally awarded against Customer or agreed to in settlement by PINS, provided PINS 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. PINS will not be responsible for any settlement it does not approve in writing. With respect to any third-party software, services, or technology integrated into the Services (including from the AI Provider), PINS’ obligation under this section shall be limited to the pass-through of any indemnity PINS receives from the provider of such third-party technology. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by PINS, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by PINS, (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 Services 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 PINS to be infringing, PINS may, at its option and expense (a) replace or modify the Services 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 Services, 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 Services. THE RIGHTS PROVIDED IN THIS SECTION SHALL BE THE EXCLUSIVE REMEDY OF CUSTOMER FOR CLAIMS FOR INFRINGEMENT.

Customer shall defend, indemnify, and hold harmless PINS and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's breach of any representation, warranty, or obligation under this Agreement; (b) any claim that the Customer Data, or PINS' use thereof in accordance with this Agreement, infringes or violates the rights of any third party; or (c) Customer's use of or reliance on any AI Output.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, PINS AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND PINS’ REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO PINS FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT PINS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MISCELLANEOUS

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 sublicensable by Customer except with PINS’ prior written consent. PINS 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 PINS 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 California without regard to its conflict of laws provisions. PINS processes all Customer Data on servers located in the United States. If Customer or its Users access the Services from locations outside the United States, Customer acknowledges that this may result in the transfer of Customer Data across international borders. Customer represents and warrants that it has obtained all necessary consents and authorizations from its Users for such transfers and is solely responsible for ensuring that its and its Users’ use of the Services complies with all applicable local and international laws and regulations regarding data privacy and cross-border transfers.