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 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 Advantage Master Terms and Conditions (the “Initial Order Form”). At any time hereafter Customer and PINS may enter into additional order forms, agreements or documents subject to these PINS Advantage Master Terms and Conditions 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 Advantage Master Terms and Conditions, 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 Advantage Master Terms and Conditions, a particular Order Form will govern over and control the PINS Advantage Master Terms and Conditions and, taken together an order form and PINS Advantage Master Terms and Conditions shall govern over and control the Usage Term

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.

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.

RESTRICTIONS AND RESPONSIBILITIES

  • 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. Customer hereby agrees to indemnify and hold harmless PINS against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Software Services. 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.

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. Proprietary Information of Customer includes non-public data provided by Customer or Users to PINS in connection with or to enable the provision of the Services (“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.

  • PINS may monitor Customer's use of the Software Services and collect and compile data and information related to Customer's use of the Software Services that is used by Provider 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”). Customer acknowledges that PINS may compile Aggregated Statistics. Customer agrees that PINS may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided in each case that such Aggregated Statistics 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, (b) any software, applications, inventions, or other technology developed in connection with the Professional Services or support, (c) all Aggregated Statistics, (d) Feedback, and (e) all intellectual property rights related to any of the foregoing.

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, but thereafter PINS may, but is not obligated to, delete stored Customer Data.

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, PINS DOES NOT WARRANT THAT THE SOFTWARE SERVICES OR THE PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND PINS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

INDEMNITY

PINS shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret, 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. 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.

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.