Insurance Agent End User License Agreement
Last Revised: September 23, 2020
This End User License Agreement (the "EULA") is a binding legal agreement between you, as an individual or entity, and Certificial, Inc. By using this application ("Software"), you agree to be bound by the terms of this EULA. If you do not agree to the EULA, do not check the "I accept the terms"box and do not use the Software.
You agree that installation or use of the Software signifies that you have read, understood, and agree to be bound by the EULA.
The Software is provided to you under this EULA solely for your commercial use as an active Licensed Insurance Agency. Use of the Certificial APIs for Agency Management System integration or the use of multiple profile accounts requires a commercial license for the Software.
1. Description of Software
The Software is a cloud hosted software application that enables you to manage client policy holder details, enable endorsements and interact with 3rd parties on behalf or as requested by clients.
Certificial hereby grants you, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable license to use the Software for your own Commercial use as an active Licensed Insurance Agent to manage client policy holder details, enable endorsements and interact with 3rd parties on behalf or as requested by clients.
By using the software you agree to maintain an active, good standing, license as an Insurance Agent, only manage Policies issued by your Agency, agree and confirm all policy information entered or verified, including but not limited to endorsements, are accurate and comply with the actual Policy language issued by the Insurance Provider.
Title, ownership and all rights (including without limitation intellectual property rights) in and to the Software shall remain with Certificial. Except for those rights expressly granted in this EULA, no other rights are granted, whether express or implied.
You understand and agree that you shall only use the Software in a manner that complies with any and all applicable laws in the jurisdictions in which you use the Software. Your use shall be in accordance with applicable restrictions concerning privacy and intellectual property rights.
You may not:
- Create derivative works based on the Software;
- Use the software for any purpose other than as described herein;
- Copy or reproduce the Software;
- Sell, assign, license, disclose, distribute or otherwise transfer or make available the Software or any copies of the Software in any form to any third parties;
- Alter, translate, decompile, reverse assemble or reverse engineer the Software, or attempt to do any of the foregoing, except to the extent this prohibition is not permitted under an applicable law; or
- Remove or alter any proprietary notices or marks on the Software.
5. Personal Information and Privacy
6. No Warranty
CERTIFICIAL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED MANNER, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FULLY COMPATIBLE WITH ANY PARTICULAR PLATFORM. UPON IDENTIFICATION OF AN INTERRUPTION, CERTIFICIAL WILL RESOLVE THE ISSUE IN A TIMELY MANNER. THE SOFTWARE IS OFFERED ON AN "AS-IS" BASIS AND NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS GIVEN. CERTIFICIAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU.
7. Right to Terminate or Modify Software
Certificial may modify the Software and this EULA with notice to you either in email or by publishing notice on the Website, including but not limited to charging fees for the Software, or changing the functionality or appearance of the Software. In the event Certificial modifies the Software or the EULA, you may terminate this EULA and cease use of the Software. Certificial may terminate your use of the Software, the EULA or the Certificial Service at any time, with or without notice.
By accepting the EULA, you agree to indemnify and otherwise hold harmless Certificial Inc., its officers, employers, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages arising out of, relating to, or resulting from your use of the Software or any other matter relating to the Software, including integration with your Agency Management System.
9. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CERTIFICIAL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CERTIFICIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL CERTIFICIAL’S AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT OF LICENSING FEES PAID BY YOU TO CERTIFICIAL. THESE LIMITATIONS AND EXCLUSIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OF DAMAGES AND/OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
The EULA between you and Certificial, Inc. will be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of laws principles. The EULA constitutes the entire agreement between you and Certificial regarding the Software. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this EULA will remain in full force and effect. You may not assign this EULA, and any assignment of this EULA by you will be null and void. Certificial logo and name are trademarks of Certificial, Inc. You agree not to display or use these trademarks in any manner without Certificial’s prior, written permission. The section titles and numbering of this EULA are displayed for convenience and have no legal effect.