END USER SERVICE AGREEMENT (EUSA)
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED,” YOU, AS THE “USER,” AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This EUSA constitutes an agreement (this “Agreement”) by and between Yottaflow, Inc., an Ohio corporation (“Yottaflow”) and you as a User of Yottaflow, the online service, or any other online service provided by Yottaflow.
- “Account” refers to the User’s enrollment in and authorized use of the Service, as accepted by Yottaflow and subject to the terms and conditions of this Agreement and any applicable Service Agreement.
- “Data Policy” refers to Yottaflow’s standard data protection and deletion policy. The Data Policy is hereby incorporated into and made a part of this Agreement.
- “Service Materials” refers to the content provided by or through the Service, including, without limitation, data, quote requests, quotes, contact information, and any other materials or data, whether provided by Yottaflow, User, or other users of the Service.
- “User Data” refers to any information or material uploaded by or from User for the purpose of publication or delivery through the Service, including Account information, sponsor information, quote requests, quotes, supporting documents, and other insurance-related and sales-related material.
- “Service” refers to on-line services provided by Yottaflow to User, as authorized by a particular Service Agreement or otherwise.
- “Service Agreement” means an agreement entered into between Yottaflow and a third-party subscriber authorizing User’s Account.
- “User” means the person who hereby accesses the Service through the User’s Account and is therefore subject to these terms and conditions.
- User may access the Service from Yottaflow, and Yottaflow agrees to provide the Service to the User, on the terms and conditions set forth in this Agreement.
- User warrants that User’s Account information is accurate, and that User shall maintain the accuracy of such identification.
- Yottaflow makes the Services available to User pursuant to this Agreement and any applicable Service Agreement. User acknowledges the use of the Services pursuant to this Agreement are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Yottaflow regarding future functionality or features.
- User is responsible for (a) complying with this Agreement, (b) the accuracy, quality, integrity and legality of User Data, (c) using the Services only in accordance with applicable laws and government regulations, and (d) promptly reporting any unauthorized use of the Service.
- User shall not (a) access the Services for purposes other than those set forth in the applicable Service Agreement; (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, harassing, intimidating, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit any worm, virus, or other malicious code, (e) interfere with or disrupt the integrity or performance of the Services or Service Materials contained therein, or (f) attempt to gain unauthorized access to the Services or Yottaflow’s systems or networks, or (g) copy or reverse engineer any of the functions or features of the Service or associated software or code.
- Service Materials, Software, & Intellectual Property.
- User Data. User retains all ownership in the User Data. User hereby grants to Yottaflow a worldwide, royalty-free, license to display, distribute, reproduce, and otherwise utilize User Data through the Service, including incorporation with the Service Materials.
- Service Materials. User recognizes and agrees that: (i) the Service Materials are the property of Yottaflow or its licensors and are protected by copyright, trademark, and other intellectual property laws; and (ii) User does not acquire any right, title, or interest in or to the Service Materials (other than User Data) except the limited and temporary right to use them in the context of the Service.
- IP in General. Yottaflow retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant User any intellectual property rights in or to the Service or any of its components.
- Warranty; Indemnification.
- THE SERVICE IS PROVIDED “AS IS” AND AS AVAILABLE, AND YOTTAFLOW HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.
- Yottaflow does not warrant the Service will perform without error or immaterial interruption.
- User agrees to defend Yottaflow against any claim made or brought against Yottaflow by a third party alleging User Data, or User’s use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Yottaflow for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Yottaflow in connection with any such claim; provided, that Yottaflow (a) gives User written notice of the claim; (b) gives User sole control of the defense and settlement of the claim (provided that User may not settle any claim unless the settlement unconditionally releases Yottaflow of all liability); and (c) provides to User all reasonable assistance.
- Limitation of Liability. In no event will Yottaflow’s liability arising out of or related to this EUSA exceed the cost of the particular Service giving rise to such liability. Except for User’s indemnification obligation set forth herein, neither party will be liable for any consequential, special, incidental, or punitive damages. The liabilities limited by this Section 5 apply regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; and apply even if the parties have been advised in advance of the possibility of the damages in question, and even if such damages were foreseeable. If this limitation of liability conflicts in any way with applicable law, Yottaflow’s liability will be limited to the full extent permitted by applicable law.
- Term & Termination.
- Term. This Agreement and User’s Account are subject to the terms and conditions set forth in the applicable Service Agreement.
- Suspension or Termination. Yottaflow may, in its sole discretion, suspend or terminate this Agreement or User’s Account, in whole or in part, upon breach of this Agreement or any applicable Service ceAgreement.
- Effects of Termination. Upon full or partial termination or suspension of User’s Account, Yottaflow may revoke or restrict User’s access to the Services, delete or restrict access by other uses to User Data, suspend transmission of User Data to or from User, without or without prior notice to User, in addition to any other remedy available to Yottaflow in the applicable Service Agreement, at law, or in equity.
- Support. Yottaflow provides User support through the applicable Service Agreement. For User support questions, e-mail firstname.lastname@example.org.
- Notices. Yottaflow may send notices pursuant to this Agreement to User’s e-mail address listed in User’s Account. User may send notices pursuant to this Agreement to email@example.com.
- Amendment. Yottaflow may amend this EUSA (including any online policy referenced herein) from time to time. User will receive the amended EUSA at User’s next login, and may be required to read and accept the amended EUSA before accessing the Services.
- Independent Contractors. Nothing in this Agreement shall be construed to create a partnership or any agency or employee relationship between the User and Yottaflow. Neither party is the employee or agent of the other and neither may bind the other in any way.
- No Assignment. User’s Account is personal to User, and User may not assign this EUSA or any of his or her rights or obligations hereunder.
- Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of Ohio, without reference to Ohio’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts seated in Cleveland, Ohio.
- Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
Effective Date: August 1, 2013
- User Data.
- Third Party Administrators (TPA). TPA data consists of messages, files, requests, user information, and relationships with other individuals and organizations. TPA data is only shared with those individuals and organizations specifically authorized by a TPA user.
- Brokers and Brokerages. Broker and Brokerage data consists of messages, files, requests, user information, and relationships with other individuals and organizations. If a broker or brokerage has been invited to use application by another organization (TPA or wholesaler), all messages, files, and requests related to the inviting organization can be viewed by said organization. Broker and Brokerage data cannot be viewed by brokers from other brokerages.
- Wholesalers. Wholesaler data consists of messages, files, requests, user information, and relationships with other individuals and organizations. Wholesaler data is only shared with those individuals and organizations specifically authorized by a Wholesaler user.
- Carriers. Carrier data consists of a variety of requests submitted by Brokers, TPAs and/or Wholesalers through Yottaflow services, as well as any messages, files and user information related to those requests. Carrier data is specific to each carrier, and only the Users authorized under an applicable service agreement will have access to Carrier Data. Specific Carrier Data cannot be viewed by other carriers. In general, Carrier data is displayed to a carrier for the period of time appropriate to the applicable business transactions.
- Contact Data. Unless Yottaflow receives User’s prior written consent, Yottaflow will not access or use any data in electronic form that (a) contains specific personally identifiable information regarding individuals or (b) User’s account or financial data (collectively, “Contact Data”), other than to facilitate the Services. Notwithstanding the foregoing, Yottaflow may disclose Contact Data as required by applicable law or by proper legal or governmental authority. Yottaflow will give User prompt notice of any such legal or governmental demand and reasonably cooperate with User in any effort to seek a protective order or otherwise to contest such required disclosure, at User’s expense.
- Retention & Deletion. Yottaflow will retain any Contact Data in its possession until Erased (as defined below). Yottaflow will Erase all copies of Contact Data promptly after User’s written request. Yottaflow may Erase all copies of Contact Data within 60 business days after termination of this Agreement. Notwithstanding the foregoing, User may at any time instruct Yottaflow to retain and not to Erase Contact Data, provided User may not require retention of User Data for more than 60 business days after termination of this Agreement. User may request Yottaflow certify Erasure in writing to User, by providing notice to Yottaflow no later than 180 days after the termination of this Agreement. (“Erase” and “Erasure” refer to the destruction of data so that no copy of the data remains or can be accessed or restored in any way.)
- Technical & Physical Security. In its handling of Contact Data, Yottaflow will observe reasonable security measures appropriate to Yottaflow’s industry.
- Aggregate Data. User acknowledges and agrees that Yottaflow may use non-identifiable anonymous data that is taken from User Data and combine it with other anonymous data to create what is referred to as "Aggregate Data," which Yottaflow shall own and may disclose to third parties. Aggregate Data is information that may indicate business trends, usage patterns and/or demographics of Users as a group, but in no case shall Aggregate Data identify particular Users or subscribers. Aggregate Data will be used to determine such things as efficiency of the Services, User demographics, and usage patterns for our services. Yottaflow may use Aggregate Data to analyze, modify, and improve the Services; to develop other programs and services; and to market Yottaflow’s services.