License and Terms of Use:
CompSure Insurance Solutions (“CIS”) grants to Brokers, Consumers and their agents (User) a limited, revocable, non-exclusive license to access this website for the purpose of submitting proposals to provide valuable services to consumers in need of insurance coverage and insurance related products (“Products”) to CIS for review and possible selection by a client of CIS (“Client”).
This limited license does not include any right by Broker, Client or its agents to collect, aggregate, copy, duplicate, display or use in a derivate manner the information on this website for any purpose unless expressly permitted in writing by CIS. CIS provides this online communication to Brokers subject to the terms of use that are set forth below (“Terms of Use”).
By using this website in any manner, User hereby agrees to comply with all of the Terms of Use, agrees that it has read and understood all of the contents of the Terms of Use, and agrees that it shall be bound by all of the terms and conditions of the Terms of Use. CIS may establish limits concerning the use of this website.
Modifications to Terms of Use:
CIS reserves the right, at its sole discretion, to change, modify or otherwise alter the Terms of Use at any time without the written notice to User. Such modification shall become effective immediately upon the posting thereof. CIS reserves the right at any time to modify or discontinue its website (or any part thereof) with or without notice. CIS shall not be liable to User or any third party for any modification, suspension or discontinuance of this website.
No Commitment:
Any and all responses to RFPs submitted by Broker do not commit a Client to award any contract or to pay any costs incurred in the preparation or submission of proposals by Broker. Clients reserve the right to reject any or all proposals received in response to an RFP and to negotiate with any other brokers to provide Products identified in the RFP. A Client may award only a portion of its requirements under any RFP as it may deem appropriate, or in its sole discretion, add additional requirements to its RFP. A RFP contains no contractual obligation or proposal of any kind, and any bid submitted by Broker shall be regarded only as a proposal by Broker to Client. No contractual relationship shall exist except pursuant to a written contract signed by the authorized individual of any Client and the Broker selected by such Client.
Viewing and Updating Exhibit A to Aggregator Agreement entered between CIS and Broker: Broker is hereby aware that any new Client ‘s business awarded to Broker will be listed in Exhibit A to Aggregator Agreement (“Exhibit A”). Broker will have an access to Exhibit A by logging into the CIS website. Said new clients will be listed and updated in Exhibit A by CIS on periodic basis.
Non-Disclosure of Confidential Information:
User represents that it shall not disclose Confidential Information disclosed to User through this website. For the purpose of the Terms of Use, “Confidential Information” shall mean and include the following: (1) identity of the Broker or Client; (2) all Broker’s or Client’s contact information; (3) the premium amounts for the Products submitted by Broker in response to any and all RFPs communicated through this website; (4) any and all financial information concerning Client disclosed to Broker on this website or by Client; and (5) the types and of Product acquired by Client from Broker as a result of any and all transactions that relate to this website.
No Warranty Regarding Content:
All postings, messages, information, including information regarding Products and premiums, and other materials transmitted through or linked from this website (“Content”) are the sole responsibility of the person or organization from whom such Content originated. CIS does not control, and shall not be responsible for Content made available through this website. CIS does not warrant or guaranty the accuracy or value of the Content that is communicated on this website or any communications that may occur between Broker and any Client. It is Broker’s responsibility to verify with Client any and all information provided to Broker by CIS. The act of accessing this website shall evidence User’s agreement that User shall not hold CIS or any of its agents or information providers liable in any way for any damage or loss of any kind that User may suffer as a result of User’s reliance on information that User receives through this website. Any and all business transactions and other interactions between Broker and any Client found on this website, including the payment of premiums for Products, and any other terms, conditions, warranties or representations associated with such transactions unless such terms and conditions are set forth in the Terms of Use, are solely between Broker and any Client. User agrees that CIS shall not be responsible or liable for any loss or damage of any type or sort incurred by Broker or Client as a result of any transaction between Broker and Client. If there is any dispute between Broker and any Client or a third party introduced to Broker through this website, Broker shall not include CIS and CIS has no obligation, to become involved in such dispute. Broker and Client waives any and all claims, demands, damages, whether actual or consequential, of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to a dispute between Broker and any Client or third party introduced to Broker or Client through this website.
Broker and Client hereby waives California Civil Code §1542 which states the following:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing a release, which have known by him or her must have materially affected his or her settlement with the debtor.”
Compliance:
Broker hereby represents and warrants to CIS that its responses to RFP conform to all requirements under federal and state laws and regulations.
Client’s Reservation of Rights:
Broker agrees that value of premiums and quality of the insurance coverage is a primary factor that will be used to decide the winning bid; however, the lowest bid will not be automatically awarded the contract. Client reserves the right to reject any bid if Client is not satisfied that the Broker is qualified to carry out the obligations of the contract.
Approval and Revocation:
Participation by Broker is subject to approval by CIS and may be revoked at any time by CIS for unlawful or unprofessional acts including, but not limited to, the submission of inaccurate or fraudulent information. Any inability by CIS to validate representations made by Broker either at the time of registration application or during any investigation or research by CIS of Broker shall not prevent CIS from suspending Broker’s use of this website at a later time.
Intellectual Property:
User agrees that all posted listings and contact information is provided for the use of registered members, and that CIS retains all rights, title and interests, including copyright and other proprietary rights, in the services that it provides and all materials that appear on the website, including, but not limited to, text, images and other data. User shall not copy, license, sell, transfer, make available or otherwise distribute any content on the website. User shall use its best efforts to stop any unauthorized copying or distribution immediately after such unauthorized use becomes known to User. CIS reserves the right to terminate the use of this website by User if User violates the herein terms.
“As Is” Information:
CIS does not verify the information provided by Broker or by Client, and CIS makes no warranties regarding the completeness, accuracy or availability of the information on this website.
No Consequential Damages:
In no event shall CIS be liable to Broker, Client or any third party for any direct, indirect, special, exemplary or consequential damages, including lost profits, based on any breach of warranty, contract, negligence, strict liability, or otherwise arising under the use of this website or any services or Products to be provided pursuant to any communication as a result of this website, whether or not CIS had any knowledge, actual or constructive, that such damages might be incurred.
Hyperlinks:
This website may contain hyperlinks to other websites controlled by parties other than CIS. CIS shall not be responsible for and does not endorse the contents of such websites. CIS makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained on any such site.
No Collusion by Broker or client:
Broker shall not divulge, discuss, or compare its bid or any other information in regards to a RFP communicated by Broker or Client to this website to include any comparison of its bid with other brokers or clients, and shall not collude with any other broker, client or other party in regards to any RFP.
No Broker of Record:
Broker acknowledges and agrees that he/she/it will not ask, receive or accept a broker of record letter from the Client.
Bid Clarification:
Broker is expected to exercise its best professional independent judgment in analyzing the requirements of any RFP to ascertain whether additional clarification is necessary or desirable before responding. If there are any discrepancies in, or omissions to, the RFP or if there are any questions as to any information provided in the RFP, Broker has the obligation to submit a request for clarification, via e-mail, prior to submitting a bid in response to the RFP.
No Modifications:
Broker shall not be permitted to modify submitted responses to a RFP.
Representation by Broker:
By submitting a bid, Broker represents that it has read and completely understands the RFP and any associated documents.
Indemnity by Broker and Client:
Broker and Client, for itself and its successors, assigns, heirs, executors, administrators, and legal representatives, agree to indemnify, defend, and hold harmless CIS, and its officers, directors, employees, control persons, and attorneys from and against any and all complaints, grievances, demands, obligations, promises, agreements, claims, actions, and causes of action, whether civil or criminal, and any and all loss, liability, damage, cost and expense (including interest, penalties, and settlements), fines, costs and expenses (to include reasonable attorney’s fees) incurred in connection with or related to the investigation or defense of any and all claims or causes of action, arising out of or relating to any act or omission by Broker or Client. In all events, CIS shall have the right to participate in the defense of any suit or proceeding in which CIS is named as a party through legal counsel of CIS’ own choosing.
Disclaimer of Warranty:
There are no warranties, and CIS expressly denies, rejects and disclaims any warranty expressed or implied, regarding the correctness, accuracy, timeliness, or completeness of any information or services provided by CIS through this website.
Limitation of Liability:
CIS, its affiliates, employees, officers and agents shall not be liable to Broker, Client or to any third party for any loss or damage, whether direct or indirect, resulting from delays or interruptions of this website because of mechanical or electrical problems storms, strikes, walk-outs, equipment or system failure, or any other cause over which CIS, its affiliates, employees, officers or agents, has no reasonable control. CIS, its affiliates, employees, officers and agents shall not be liable to Broker, Client or to any third party for any loss or damage, direct or indirect, resulting from inaccuracies, erroneous statements, errors of fact, omissions, or errors in the transmission or delivery of information from or by this website. In no event shall CIS be liable to Broker, Client or to any third party for special, indirect, incidental, or consequential losses or damages which Broker, Client or such third party, may incur or experience as a result of accessing or using this website.
Period to Make Claims:
Any action or arbitration by User against CIS, its affiliates, officers, directors, agents, employees, successors or assigns, based upon any act or omission arising out of or relating to the use of this website, shall be commenced within six (6) months of the first occurrence giving rise to such claim or be forever barred. This section does not modify or otherwise affect the limitation of CIS’ liability as set forth above.
Advertisements and Surveys:
CIS reserves the right to display online advertisements on this website. CIS may periodically conduct surveys of vendors to improve the types of services offered by CIS. CIS reserves the right to share aggregated and nonidentifying information about brokers with Clients, advertisers and other third parties.
No Third-Party Beneficiary:
Broker and Client agree that they are not a third party beneficiary of any agreement between CIS and Broker, or CIS and Client.
Accuracy of Data:
Broker shall be solely responsible for the inputting of data regarding Broker’s services and Products (to include insurance premiums and other terms), and Broker shall be solely responsible for the accuracy and adequacy of the information and data furnished to Client and CIS.
Passwords and Security:
User shall be responsible for all use of its account and maintaining the confidentiality of all passwords and information. User shall not permit the sharing of passwords and account numbers. Any use of this website shall be at User’s own risk.
Operating Environment:
User agrees the successful implementation and use of this website depends upon User’s utilization of appropriate hardware and software. CIS reserves the right to request that User upgrade or change its hardware or software to successfully implement or use this website. User shall be responsible for providing all hardware and software at its own expense.
Record Retention:
User agrees that any storage capability by CIS with respect to this website is not intended to and does not replace User’s record retention system. User shall be obligated to retain and maintain all information regarding bids, RFPs, and any and all information in connection with its use of this website.
Severability:
If any term of this agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
Entire Agreement:
This agreement constitutes the entire agreement and understandings between CIS and User regarding the subject matter of this agreement, and supersede all prior or contemporaneous agreements whether written or oral.
Governing Law:
This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of California law.
