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INSURAGUEST, INC. SOFTWARE LICENCE SUBSCRIPTION AGREEMENT FOR MEMBERS OF INSURAGUEST RISK PURCHASING GROUP, LLC

THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR USE OF THE SERVICES AND SOFTWARE DEFINED HEREIN.

INSURAGUEST, INC. (“InsuraGuest”) IS WILLING TO GRANT THE SUBSCRIBER (DEFINED BELOW) RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICES AND SOFTWARE DESCRIBED AND CONTAINED ON THE WEBSITES INSURAGUEST OFFERS TO MEMBER OF INSURAGUEST RISK PURCHASING GROUP, LLC ONLY UPON THE CONDITION THAT YOU (THE “SUBSCRIBER”) ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE TERMS CAREFULLY.  BY REGISTERING OR USING THE SERVICES DESCRIBE HEREIN YOU AGREE WITH THESE TERMS AND CONDITIONS.  YOU MAY ENTER INTO THIS AGREEMENT AS AN INDIVIDUAL PERSON (A “SUBSCRIBER”) OR IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY (A “SUBSCRIBER”), YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION OR ENTITY TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION OR ENTITY, THEN INSURAGUEST IS UNWILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICES PROVIDED BY THIS SITE.  INSURAGUEST MAY MODIFY THIS AGREEMENT FROM TIME TO TIME AS SET FORTH BELOW.

By clicking on the “I agree” (or similar button or checkbox) that is presented to you at the time of your utilization of InsuraGuest’s Services and Software, or by using or accessing the same, you indicate your assent to be bound by the terms of this Agreement.  If you do not agree to this Agreement, do not use or access the Software.

  1. Definitions.
    1. “Administrator” means an individual Subscriber or a contractor or employee of a Subscriber who has been delegated the authority to designate Authorized Users (defined below).
    2. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
    3. “Authorized User” means an individual Subscriber or an organization or entity Subscriber including all of such organization’s or entity’s partners, members, employees, temporary employees, and independent contractors.
    4. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
    5. “Services” means (i) access to and use of the Website and our applications and software made available to Subscriber, as a member of InsuraGuest Risk Purchasing Group, LLC, via the website InsuraGuest maintains for access to the Services, and (ii) and any updates or upgrades to the Services which may be generally released by us to all subscribers from time to time.
    6. “Software” means any and all computer programs or applications InsuraGuest makes available or uses in connection with the Services.
    7. “Subscriber” means the individual, organization, or entity purchaser of the subscription for the Services identified in the first paragraph of this Agreement.
    8. "Third-Party Applications" means online, web-based applications and offline software products that are provided by third parties, interoperate with the Services, and are identified as third-party applications.
    9.  "We," "Us," "Our," whether capitalized or not, “InsuraGuest” or the “Company” means InsuraGuest, Inc., a Utah corporation.
    10. The “Website” means the online, web-based applications and offline software products that are provided by InsuraGuest and designated online as its Service.
    11. "You" or "Your," whether capitalized or not, means the Subscriber, and the Affiliates of the same. "Your Data" or “Content” means all electronic data or information submitted by You as part of your use of the Services.
  2. Parties. The parties to this legal Agreement are InsuraGuest, the owner of this website business and the software and intellectual property which is utilized to by the Subscriber as a member of InsuraGuest Risk Purchasing Group, and the Subscriber which may be referred to as “you”, “your”, and/or “yourself”.  All references to “we”, “us”, “our”, “this website” or “this site” shall be construed to mean InsuraGuest.
  3. Agreement and Modification of Agreement.  The legal agreement between you and InsuraGuest (“Agreement”) consists of this Subscription Agreement and the Schedule of Fees, which is hereby incorporated herein and accessible through this website.  We reserve the right to modify this Agreement at any time by posting an amended Agreement that is always accessible through a link on this site and/or by giving you prior notice of a modification.  You should check this Agreement periodically for modifications by scrolling to the bottom of this page for a listing of material modifications and their effective dates.  IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.  YOUR CONTINUED USE OF THIS SITE OR THE SERVICES FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE OF SUCH MODIFIED TERMS.
  4. Modification of Services.  We reserve the right to modify the Services from time to time.  Certain other new functionality may be offered in the future for an additional fee, and if you elect to purchase any of this new functionality it will be deemed to be part of the Services.
  5. Provision of Online Services.  Subject to the terms and conditions hereof, we shall provide, and we hereby grant a non-exclusive, non-transferable license, to you to access and use the Services during the term of this Agreement only to the extent of authorized use (“Authorized Use”) which is your use of the Services generated by our software, but it is not otherwise an agreement for the sale or license of any software.  You may use the Services only for your internal business purposes of processing, storing and maintaining your data, and not for purposes of resale.  You are solely responsible for providing your Internet access and all other technology for your access to the Services, including your Internet connection.
  6. Third-Party Services.  You agree that your use of the Services may involve access to, and interaction with, information and services of third parties and Third-Party Applications.  Such interaction may include, but is not limited to, use of the property management software and related websites You use to manage Your properties, your invoicing, billing and payment activities related to the services You provide your customers and their use of your properties and facilities.  Any acquisition or use by You of third-party products or services through the Services, and any exchange of data between You and any third-party provider, is solely between You and the applicable third-party provider.  In this regard, the InsuraGuest Services act only as an electronic pass through for information.  We do not receive, and are not a depository for, any payments or remuneration from such third parties for your invoices or bills to your customers.   Payments for your invoices or bills by such third parties are subject to their rules and regulations for which You are/may be contracted.  You will hold Us harmless in any dispute You have with such third parties or any other entity and You agree that We are not responsible for: payment of Your invoices; invoices which may be rejected by such third parties; any loss of revenue or business, whether actual or implied, arising from Your invoices or bills; or any claim that you have misappropriated or used the services or products of third party in violation of your terms of use with such third parties or in violation of any state or federal law.  You understand that Our Services require the participation of other entities, and that changes in terms by these entities will/may immediately affect the terms of this Agreement.  We do not warrant or support third-party products or services.  You agree We are not associated with such third parties and that You are responsible for any fees or charges imposed by such third party for the use of their services or software.  You agree to be bound by the terms of use imposed by such third parties and agree not to violate any state or federal law in connection with your use of the Services or your use of the services or products of third parties via the Website or the Services.
  7. Fees and Payment for Services
    1. User Fees. You shall pay all fees specified in the Schedule of Fees available on this Website or which is linked hereto. The Schedule of Fees may be modified at our discretion.  Except as otherwise specified herein, (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable.  Fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.  Further the fees listed on the Schedule of Fees are in addition to, and do not include, any membership fees or other costs or fees assessed by InsuraGuest Risk Management Group, LLC.  The fees charged to you by InsuraGuest, Inc. are separate from those associated with the membership in the InsuraGuest Risk Purchasing Group.  For purposes of further clarification, fees charged to you by InsuraGuest, Inc. are for the administration services InsuraGuest offers as part of the program in which you participate as a member of InsuraGuest Risk Purchasing Group, LLC.  However, all fees fees, including those charged pursuant to the terms of this agreement and those charged separately as part of your member in the Risk Purchasing Group, shall be collected from you by InsuraGuest Risk Purchasing Group, LLC, which will act a conduit for the payment of the fees and charges due hereunder to InsuraGuest, Inc.  InsuraGuest, Inc’s fees do not include any insurance policy premiums, and such premium amounts are charged and collected solely by InsuraGuest Risk Purchasing Group, LLC.
    2. Payment. You shall provide Us with valid and updated credit card information, or alternative payment arrangements, such as ACH bank account debit information, acceptable to Us.  If You provide credit card information to Us, You authorize Us and InsuraGuest Risk Purchasing Group, LLC, on our behalf, to charge such credit cards or utilize SCH bank account debit information for all amounts You are obligated to pay under the terms of this Agreement and those you may owe InsuraGuest Risk Purchasing Group pursuant to your status as a Member of that Risk Purchasing Group.  You agree that at the beginning of each billing period, we will automatically charge your credit card or debit your Bank Account via ACH information, as provided by you, for the amounts due.  You may change your credit card or ACH information on file at any time.  Service Fees are non-refundable.  If we agree, in writing, that payment will be by a method other than a credit card or ACH debit, we will invoice you in accordance for each period fees are due.  Invoiced charges are due upon receipt.  You are responsible for maintaining complete and accurate billing and contact information in the Services.  We Then will invoice You on a monthly basis for amounts due pursuant to the Schedule of Fees.  Together with any fees or charges you owe InsuraGuest Risk Purchasing Group, you shall pay to InsuraGuest Risk Purchasing Group all amounts We invoice upon receipt of Our invoice. You are responsible for maintaining complete and accurate billing and contact information in the Services.
    3. Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 2.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals on payment terms shorter than those specified herein.
    4. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, or other taxes assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes"). You are responsible for paying all Taxes associated with Your purchases or use of any insurance product associated with the Services. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be paid by you by credit charge or payment by you after being invoiced, at our discretion, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Our income, property and employees.
  8. Restrictions on Use.
    1. You agree that your use of the Services and Software shall be in a manner consistent with this Agreement and with all applicable laws and regulations.  Without limiting the generality of the foregoing, you will not: (a) abuse or misuse the Services or Software, including gaining or attempting to gain unauthorized access to the Services or Software, or altering or destroying information in the Services or Software except in accordance with the terms of this Agreement; (b) allow access to the Services and Software other than the extent of Authorized Use specified in your signup page; (c) permit any third party that is not an affiliated entity to use or access the Services or Software; (d) process or permit to be processed the data of any third party that is not an affiliated entity; or (e) attempt to copy, archive, reverse-engineer, decompile, disassemble, create a derivative work from, or otherwise attempt to derive the source code of any part of our Services, Software or related technology. In addition, you are not authorized to use the Services or Software or Our servers or computer systems for the propagation, distribution, housing, processing, storing, or otherwise handling in any way (i) email in violation of any law or regulation, including without limitation, laws or regulations regarding “Spam”, text or short messages “SMS”, software viruses, and malicious computer code, and (ii) lewd, obscene, pornographic material, or any other material which we deem to be objectionable. The designation of any such materials is entirely in our sole discretion.
    2. You may not access or use the Services if You are Our direct competitor, except with Our prior written consent.  In this regard a direct competitor is any individual or entity which offers services or software similar to the Services or Software.  In addition, You may not access the Services or Software for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
    3. You may not display, perform, decompile, reverse engineer, market, sell, license, transmit, broadcast, republish or disseminate any of our Software or pages of our Website, or any parts thereof.
    4. You agree that, in addition to any remedies we otherwise may have, if you breach any of the provisions in the paragraph under this section (8. Restrictions on Use) we shall be entitled to injunctive relief, without posting a bond, enjoining you continued breach and a judgment for damages which includes actual damages, damages available under any applicable federal or state statute, rule, or regulation, and damages equal to any profit or benefit you obtain or otherwise enjoy from such breach.
  9. Use of the Service and Software.
    1. Use of the Services or Software via an Application Program Interface (“API”) is authorized, however, the terms and conditions of this Subscription Agreement shall apply to all use of the Services or Software via an API or third-party product, including without limitation all limitations of liability provided herein.
    2. We reserve the right to temporarily suspend access to the Service or Software for operational and maintenance purposes at any time.  At our discretion, we will provide email notice for other suspensions.
    3. You agree (i) to provide certain current, complete, and accurate information regarding your use of the Service and the Software (ii) to maintain and update your computer systems and attendant software. Solely to enable us to use information you supply us internally, so that we are not violating any rights you might have in that information, you grant to us a nonexclusive license to convert such information into digital format and to use it for purposes of operating the Services and the Software.
  10. Compliance, Use and Security.
    1. You shall (i) be responsible for Your compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the terms of this Agreement and applicable laws and government regulations. You shall not (a) make the Services of the Software available to any third party, (b) sell, resell, rent or lease the Services or the Software, (c) use the Services or Software to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
    2. You will be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the Internet. As part of the Services, we will implement reasonable and adequate security procedures, to protect your data in our server(s) from unauthorized access using illicit means, including without limitation, administrative and technical protocols, intrusion detection, vulnerability and patch management, firewalls, virus detection and anti-virus software that is patched to a current status, authentication techniques, such as user names and passwords, or authorization formats which limit access to particular users (the “Data Security Standard”). Provided that we are in compliance with the Data Security Standard, the parties agree that we shall not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to us at the time. We will promptly report to you any unauthorized access to your information on our site promptly upon discovery by us, and we will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in such information is required, you will be solely responsible for any and all such notifications at your expense.  You agree to regularly check the Website to verify system requirements for the use of the Services, as such requirements may change from time to time with or without notice.  You are solely responsible to upgrade or replace the equipment and other software you may use to access and use the Services and you agree that you are responsible for all costs associated with such upgrades or replacement.
  11. [Reserved]
  12. Confidential Information.
    1. Each party (“Receiving Party”) acknowledges that it may receive confidential information from other party (“Disclosing party”). In our case, we claim as “Confidential Information” the nonpublic marketing and sales and subscriber information, algorithms, logic, design, and coding methodology embodied in the Services or the Software, our website, and all software and technology we use to provide the Services. In your case, “Confidential Information” (also referred to herein as “Subscriber Confidential Information”) is limited to the Non-Public Personal Information (as defined below) you provide in your capacity as a Subscriber for use of the Services.  Confidential Information will not include information that: (i) is known to the Receiving Party prior to receipt from the Disclosing party, whether directly or indirectly, from a source other than one having an obligation of confidentiality to the Disclosing party; (ii) becomes known (independently of disclosure by the Disclosing party) to the Receiving Party, whether directly or indirectly, from a source other than one having an obligation of confidentiality to the Disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (iv) is independently developed by the Receiving Party.  In addition, Confidential Information does not include data regarding your customers usage of your properties or services, which the Company may collect and aggregate and use as part of its business.
    2. “Non-Public Personal Information” means any of the following information received by us from you: any identifier that permits physical or online contacting of a specific individual person for purposes other than those associated with the performance of this agreement or related to any insurance issued or utilized as part of the Services, including without limitation, (A) any one or more of (i) first and last name, (ii) home or physical address, (iii) email address, (iv) telephone number, or (v) social security number; and (B) your credit card and bank account information.
    3. The Receiving Party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, or required to achieve the purposes of this Agreement, nor disclose to any third party (except as permitted by our Privacy Policy, to our attorneys, accountants and other advisors as reasonably necessary who shall be bound by the same confidentiality terms prior to disclosure except for attorneys who are bound by higher confidentiality standards), any of the Disclosing party’s Confidential Information and will take reasonable precautions to protect the confidentiality of such information in at least the same manner as is necessary to protect its own Confidential Information, but in no event less than reasonable care.  Nothing herein shall be deemed to prevent InsuraGuest’s disclosure of Confidential Information to any insurer or insurance broker in connection with any insurance issued or utilized as part of the Services.
    4. If a Receiving Party is required to disclose Confidential Information by law enforcement authorities or the investigative process of any criminal or civil matter, or to satisfy any applicable law, regulation, legal process or enforceable governmental request (such as for example, to comply with a subpoena or court order), then to the extent permitted by law, the Receiving Party will provide the Disclosing Party with prompt written notice prior to such disclosure to enable the Disclosing Party to seek a protective or other appropriate relief.  Consistent with the foregoing, the Receiving Party will disclose only that portion of the requested Confidential Information which is strictly compelled or otherwise required to be disclosed.
  13. Initial Term; Renewal Terms. The initial term of this Agreement will be one year starting in the month you signup for the Service.  The initial term shall automatically renew for successive one-year terms until this Agreement is cancelled or terminated.
  14. Termination; Cancellation.
    1. After you have completed the onboarding process for the Services offered by InsuraGuest and have been accepted by InsuraGuest for the use of the same, we may terminate this Agreement for with or without cause upon 90 days notice (as set forth below) to you.  We also may terminate this Agreement, or at our discretion, suspend the Agreement along with suspending you access to the Service, without prior notice upon any material breach of the Agreement, including without limitation any failure to pay fees as they become due or any violation of Restrictions on Use provided in this Agreement.
    2. After you have completed the onboarding process for the Services offered by InsuraGuest and have been accepted by InsuraGuest for the use of the same, you may cancel your subscription at any time.  There will be no refunds of prepaid fees and charges and you shall be responsible for any costs and fees we incur from third parties for in connection with the Service.
  15. [Reserved].
  16. Warranties; Warranty Disclaimer We warrant that (i) we will undertake reasonable efforts to maximize uptime for the Services, except for routine maintenance, and (ii) the Services will be free of material defects and will conform to the descriptions provided on this site (“Limited Warranty”). Your sole and exclusive remedy for breach of this Limited Warranty shall be the prompt correction of material defects in the Services and non-conforming Services at our expense.
    1. WE PROVIDE THE SERVICES “AS-IS” AND WITH ALL FAULTS. WE DO NOT MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED TO YOU. WE, ON BEHALF OF OUR SUPPLIERS AND VENDORS, SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, COMPATIBILITY WITH SUBSCRIBER COMPUTER AND/OR TECHNOLOGY INFRASTRUCTURE, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THIS SITE AND/OR SERVICES PROVIDED BY THIS SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THIS SITE, WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, THAT WE HAVE NO CONTROL OVER THE INTERNET, AND THAT WE ARE NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THIS WEBSITE AND THE SERVICES. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. USE OF THE WEBSITE AND THE SERVICES IS NOT AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
    2. FURTHER, YOU UNDERSTAND AND AGREE THAT WE OBTAIN AND GATHER CERTAIN INFORMATION, SUCH AS PART NUMBERS AND OTHER VEHICLE INFORMATION FROM SOURCES WE CONSIDERS RELIABLE.  HOWEVER, INSURAGUEST AND ITS THIRD-PARTY INFORMATION PROVIDERS MAKE NO WARRANTY WITH RESPECT TO THE ACCURACY, TIMELINESS OR COMPLETENESS OF SUCH INFORNATION, OR ANY DATA OR INFORMATION THAT MAY BE OBTAINED OR RETRIEVED THROUGH SERVICE FROM THIRD PARTIES, WHICH IS SUPPLIED ON AN “AS IS” BASIS. WE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  INSURAGUEST MAKES NO WARRANTY THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION, ARE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.
    3. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE FOREGOING MAY BE INAPPLICABLE TO LICENSEE.  TO THE EXTENT THAT INSURAGUEST MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY WARRANTY, SOLELY WITH RESPECT TO THE AFFECTED JURISDICTION, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
  17. Limitation of Liability: IN NO EVENT SHALL INSURAGUEST BE LIABLE TO LICENSEE, ITS AFFLIATES, CUSTOMERS, OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, SAVINGS OR REVENUES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY AND STRICT LIABILITY) OR OTHERWISE, REGARDLESS OF WHETHER INSURAGUEST KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES.  INSURAGUEST’S MAXIMUM AGGREGATE LIABILITY UNDER ANY THEORY SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO INSURAGUEST HEREUNDER IN THE ONE-MONTH PERIOD BEFORE THE DATE THE CAUSE OF ACTION AROSE.  INSURAGUEST SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM DUE TO FORCE MAJEURE OR EVENT CAUSED BY A THIRD PARTY.    IN THE EVENT APPLICABLE LAW DOES NOT PERMIT LIMITATION OR EXCLUSION OF LIABILITY HEREUNDER, WITH SPECIFIC REGARD TO SUCH JURISDICTION THE SUBJECT LIMITATION OR EXCLUSION OF LIABILITY SHALL BE DEEMED MODIFIED SO AS TO BE EFFECTIVE TO THE GREATEST EXTENT PERMITTED UNDER SUCH APPLICABLE LAW.
  18. Indemnity.  Subscriber shall indemnify, defend and hold us harmless from and against any lawsuit, liabilities, loss, cost or expense arising out of: (i) any breach by any User of any obligation provided in this Agreement, and (ii) any negligent act or omission by any User arising out of the use of our Services. We will notify you in writing of any such claim promptly after the claim is made upon us.  You will promptly undertake at your own cost and expense the defense of any claim, suit, or undertaking with counsel reasonably acceptable to us.  You will have the right to control any defense of any such claim, but in no event shall you settle any such claim without our prior written approval.
  19. Consequential Damages Waiver. EXCEPT FOR INDEMNITY OBLIGATIONS EXPRESSLY PROVIDED HEREIN AND ANY VIOLATION OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA AND/OR UNAUTHORIZED ACCESS OR ACQUISITION OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, OR THE SOFTWARE INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE SERVICES OR THE SOFTWARE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES OR THIS SITE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS PARAGRAPH DOES NOT LIMIT DAMAGES OR OTHER AVAILABLE REFLIEF SPECIFICALLY PROVIDED FOR ELSEWHERE IN THIS AGREEMENT.
  20. Liability Cap. Except for our indemnity expressly provided herein and our confidentiality obligations, our aggregate liability, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, shall not exceed the total of Service Fees paid by you for the one (1) month immediately preceding the claim for such liability.
  21. Intellectual Property.
    1. Ownership. We retain sole and exclusive ownership of all intellectual property rights embodied in our Services, website, content, promotional materials, and all software and technology we use to provide the Services. No rights are granted to You hereunder other than as expressly set forth herein.
    2. Restrictions. You shall not (i) permit any third party to access the Services or use our Software except as permitted herein, (ii) create derivate works based on the Services or Software, (iii) copy, frame or mirror any part or content of the Services or Software, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services or Software, or (v) access the Services or Software in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
    3. Analytics and Data Aggregation. As between Us and You, You own all of the content You post or input to the Services. However, You specifically grant Us the full right and authority to use in any manner we see fit such content in order fulfil the terms of this Agreement and for analytical and data aggregation purposes.  We will not use such content with regard to information which would identify a specific person or entity by name, other personal identification number, telephone number or would identify your specific customer information, full name, telephone number, mobile number, email address, credit card or billing information, except for purposes of providing the Services.
    4. Suggestions. We shall have the right, royalty-free and free of any claim or interest by you to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.  You hereby disclaim any ownership or other interest or claim in any such suggestion, recommendation, request or feedback.
  22. Independent Contractors.  The relationship of the parties and third-party providers is that of independent contractor, and nothing herein shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties.  You shall have no authority to enter into agreements of any kind on behalf of us, and you shall not have the power or authority to bind or obligate us in any manner to any third party.
  23. Notices.  You agree to receive communication, including notices under this Agreement as effective when delivered.  You hereby authorize Us to communicate solely through electronic mail.  You shall be responsible for assuring its receipt of such electronic mail is uninterrupted by Your electronic systems or services, including, but not limited to, any “spam” filters used by Your systems or services.  You have a continuing duty to provide the Us with its preferred valid electronic mail address for acceptance of notices and communications pursuant to this Agreement, and You warrant to Us that notice and communication solely through electronic mail is deemed received once sent by Us.  No other verification is required by Us.  The Parties agree to provide a valid email address for receipt for Notice to the other Party.  All Parties may ask for confirmation of receipt of a notice from any other Party to this Agreement, to which the other party will reply.  In addition, notice of changes to this Agreement or the Fee Schedule by Us shall be deemed effective when posted on our website.  You shall be responsible to check such website regularly in order to be aware of such changes and Your continued participation in the Risk Purchasing Group and use of Our services as detailed in this Agreement shall be deemed Your acceptance of, and agreement to, such changes.
  24. Assignment.  This Agreement shall inure to the benefit of, and be binding upon, any successor to all or substantially all of the business and assets of each party, whether by merger, sale of assets, or other agreements or operation of law.  Except as provided above, you shall not assign this Agreement or any right or interest under this Agreement, without our prior written consent. Any attempted assignment or delegation on your part in contravention of this Section shall be void and ineffective.
  25. Force Majeure.  Except for your obligation to pay fees and costs for the Services, each party will be excused from performance for any period during which, and to the extent that it, or its subcontractor(s) is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence including without limitation, acts of God, strikes, lockouts, riots, governmental interference by any governmental entity, foreign or domestic, acts of war, epidemics, communication line failures, power failures, the failure of performance of third parties, or denial of access of information or services from third parties necessary for the operation of the Service.
  26. Arbitration.  Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted exclusively to and finally resolved by arbitration under the Utah Arbitration Act then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties, or if they cannot so agree, in accordance with the Utah Arbitration Act.  If that Act does not provide a mechanism for the selection of an Arbitrator in such circumstances, a party may bring a declaratory judgment action in a court in the State of Utah for the sole purpose of appointing an arbitrator and subsequently enforcing any arbitration award.  The arbitration shall take place in Salt Lake City, Utah and may be conducted by telephone or online.  The arbitrator shall apply the laws of the State of Utah to all issues in dispute.  The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and such findings may be entered in any court of competent jurisdiction for enforcement.  Should either party file an action contrary to this provision, the other party may recover attorney’s fees and costs.
  27. Jurisdiction and Venue; Applicable Law. The courts of Salt Lake County in the State of Utah, and the nearest U.S. District Court in the State of Utah, shall be the exclusive jurisdiction and venue for all legal proceedings that cannot be, as a matter of law, arbitrated.  The laws of the State of Utah shall apply to all issues in dispute, excluding its rules regarding conflicts of law.  The parties waive any right to a jury trial in any such proceedings.
  28. Survival. The following obligations shall survive the expiration or termination hereof: (i) any and all warranty disclaimers, limitations of liability, and indemnities, (ii) any covenant granted herein for the purpose of determining ownership of, or protecting, the intellectual property rights, including without limitation, the confidential information of either party, or any remedy for breach thereof, and (iii) the payment of taxes, duties, or any money due to either party.
  29. Miscellaneous. This Agreement shall be construed under the laws of the State of Utah, without regard to its principles of conflicts of law. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof.  If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.   The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.  The Agreement is written in English, and English is its controlling language.  Subscriber is responsible for complying with any local laws in your jurisdiction which might impact the Subscriber’s right to import, export or use the Website, and Subscriber represent and warrant to InsuraGuest that Subscriber has complied with any regulations or registration procedures required by applicable law to make this agreement enforceable
  30. Execution.  You shall be bound by the terms of this agreement by clicking the “I agree” button or checkbox on the online registration page maintained in connection with your use of the Services and Software.  InsuraGuest shall be bound by these terms upon its notice to you, consistent with the terms of the agreement, of its confirmation of your participation in the Services, the date of which notice shall be the effective date of this agreement.