Terms of Use

Ezumbrella.com, as well as its employees, agents, officers, directors, shareholders, parents, subsidiaries, and affiliates (collectively, “EZ”), provide this web site (the “Site”) to you, subject to the following terms and conditions contained in this Terms of Use Agreement, as well as your Producer Agreement and the Site Privacy Policy however, when a policy or certificate is purchased on the Site, you, and/or the policy or certificate holder, as applicable, shall be additionally subject to the terms and conditions applicable to that policy or certificate). IF YOU DO NOT AGREE TO ANY AND ALL TERMS AND CONDITIONS OF THESE TERMS OF USE, OR ANY SUBSEQUENT MODIFICATION, DO NOT ACCESS, BROWSE OR OTHERWISE USE THIS SITE FURTHER. BY CONTINUING TO USE THIS SITE YOU AGREE TO THE TERMS AND CONDITIONS CONTAINED HEREIN.

1. Opportunity for You (“Subscriber”) to Consult Legal Counsel.

SHOULD SUBCRIBER DESIRE TO CONSULT LEGAL COUNSEL REGARDING ANY AND ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE, SUBSCRIBER MAY PRINT A COPY OF THESE TERMS OF USE AND CONSULT LEGAL COUNSEL PRIOR TO CLICKING “I AGREE” BELOW.

SUBSCRIBER ACKNOWLEDGES AND AGREES THAT SUBSCRIBER HAS HAD A FULL AND AMPLE OPPORTUNITY TO CONSULT LEGAL COUNSEL REGARDING THESE TERMS OF USE PRIOR TO SIGNING, HAS FREELY, AND VOLUNTARILY ENTERED INTO THESE TERMS OF USE, AND HAS READ AND UNDERSTOOD EACH AND EVERY PROVISION, INCLUDING, BUT NOT LIMITED TO, SUBSCRIBER’S RIGHTS, OBLIGATIONS, AND APPLICABLE TERMS AND CONDITIONS AS SET FORTH HEREIN.

2. License to Access the Site.

(A) License Grant. Subject to the terms outlined below, EZ grants Subscriber a limited personal, nonexclusive, nontransferable license for the commercial use of the Site, pursuant to the terms and conditions of the Producer Agreement, solely for the purposes of sales, purchases and administration of retail insurance policies and certificates offered via this Site for Subscriber’s customers and pursuant to the terms and conditions of such policies and certificates. Such grant does not include, without limitation: (i) any resale or other use of the Site or content therein; (ii) modifying, making copies or derivative works of the Site or its contents; (iii) use of any data mining, robots, or similar data gathering and extraction methods; and (iv) making the Site or any page within the Site available through pointing, linking (including any and all deep linking methods or techniques) or similar arrangements or relationships that offer or provide access to the Site from other web sites, web services, or Internet access services without EZ’s prior written consent. Subscriber may not use, frame or utilize framing techniques to enclose the Site, or any EZ trademark, logo or other proprietary information (including, but not limited to, the images found at this Site, the content of any text or the layout/design of any page or form contained on a page) without EZ’s prior written consent. Further, Subscriber may not use any metatags or any other “hidden text” utilizing an EZ name, trademark, logo, service mark or product name without EZ’s prior written consent. Any unauthorized use of this Site will terminate the permission or license granted by these Terms of Use and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications regulations and statutes.

(B) EZ Intellectual Property. The Site contains copyrighted material, trademarks and other proprietary information, which may include, but is not limited to, text, software, photos, video, graphics, music and sound. EZ owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original or assigned to EZ. Subscriber may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Site content, in whole or in part without EZ’s prior written authorization. Subscriber may print Site content for commercial use of the Site solely for the purposes of sales, purchases and administration of the retail insurance policies and certificates pursuant to the terms and conditions of such policies and certificates. No copying, redistribution, retransmission, publication or commercial exploitation of printed or downloaded material will be permitted without the express permission of EZ. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Subscriber acknowledges that it does not acquire any ownership rights by printing copyrighted material.

(C) Grant and Assignment. For Subscriber’s original material that Subscriber submits to the Site, Subscriber hereby grants and assigns exclusively to EZ each and every right in such material throughout the world, which shall include, but not be limited to, all copyrights (and renewals, extensions and continuations of copyright) in the material and in all derivative works, together with all exclusive rights granted to Contributor under the copyright laws of the United States, foreign countries, and international copyright conventions and the right to grant these rights or any part of them to third parties (the “Rights”). The Rights include, without limitation, the rights, in both print and electronic format, and any other format, to reproduce, create derivative works, publicly distribute, publicly display, publicly perform, exercise all sound recordings rights (including, without limitation, all digital distribution, reproduction, and performance rights) and moral rights (including, without limitation, all rights to attribution and integrity). Subscriber appoints EZ as its attorney-in-fact to execute any documents EZ deems necessary to record any of these grants and assignments of Rights with the United States Copyright Office or elsewhere.

(D) No Unauthorized Access and Unauthorized Activities on the Site. While the Site is publicly available, the Site is on publicly available for the authorized uses described in this Agreement and the Producer Agreement. Access to the Site is not authorized for any activities that interfere or have the potential to interfere with EZ’s possessory interest in the Site. Unauthorized activities, include, but are not limited to, any access and use of the Site for automated access, screen scraping, data acquisition and consolidation, automated offers, auction aggregations, software robots (including, without limitation, shopping bots), recursive searching, as well as uploading, posting, publishing, transmitting, reproducing or distributing in any way information, software or other material obtained through the Site which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or rightholder, or uploading, posting, publishing, reproducing, transmitting or distributing in any way any component of the Site themselves or derivative works with respect thereto, except where expressly permitted in writing, and any other activities that exceed the scope of EZ’s permission to allow Subscriber to use this Site (the “Unauthorized Activities”). Subscriber acknowledges and agrees that Subscriber’s Unauthorized Activities constitute a substantial interference with EZ’s possessory interest in the Site, even if such unauthorized activity alone does not proximately cause damage to EZ, if such activity would cause such damage in combination with other Unauthorized Activities engaged in by any third party or parties. Should Subscriber engage in any Unauthorized Activity, Subscriber acknowledges and agrees that such Unauthorized Activity is: (i) a breach of this Agreement; and (ii) a trespass to chattel.

3. General.

The right to use the Site is personal to Subscriber and is not transferable to any other person or entity. Subscriber may not allow any third party to access the Site. Subscriber shall be solely responsible for protecting the confidentiality of Subscriber’s password(s), and shall follow all confidentiality terms and conditions in the Producer Agreement. EZ shall have the right at any time to change or discontinue any aspect or feature of the Site, including, but not limited to, content, hours of availability, and equipment needed for access or use.

4. Changed Terms.

EZ shall have the right at any time to change or modify the terms and conditions applicable to Subscriber’s use of the Site, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on the Site, or by electronic or conventional mail, or by any other means by which Subscriber obtains notice thereof. Any use of the Site by Subscriber after such notice shall be deemed to constitute acceptance by Subscriber of such changes, modifications or additions.

5. Equipment.

Subscriber shall be responsible for obtaining and maintaining all telephone, Internet access, computer hardware and other equipment needed for access to and use of the Site and all charges related thereto.

6. Subscriber Conduct.

Subscriber shall use the Site for lawful purposes only. Subscriber shall not post or transmit through the Site any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law of any state or country within which Subscriber, Subscriber’s customers or other subscribers reside. Any conduct by a Subscriber that in EZ’s sole discretion restricts or inhibits any other Subscriber from using or enjoying the Site will not be permitted.

7. Monitoring.

EZ shall have the right, but not the obligation, to monitor the content of the Site, to determine compliance with these Terms of Use and any operating rules established by EZ and to satisfy any law, regulation, authorized government request, or trade association guideline. EZ shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on the Site. Without limiting the foregoing, EZ shall have the right to remove any material that EZ, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

8. Disclaimer of Warranty.

THE SITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES OF NONINFRINGEMENT.

SUBSCRIBER EXPRESSLY AGREES THAT USE OF THE SITE IS AT SUBSCRIBER’S AND SUBSCRIBER’S CUSTOMERS’ SOLE RISK. NEITHER EZ NOR ITS LICENSORS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY, TIMELINESS, SEQUENCE, COMPLETENESS OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SITE.

REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES, OR OTHER INFORMATION, BY TRADE NAME, TRADEMARK, LOGO, SERVICE MARK, MANUFACTURER, SUPPLIER, OR OTHERWISE, OR ADVERTISING OF ANY OF THE FOREGOING, DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF BY EZ, UNLESS SPECIFICALLY SO INDICATED.

The Site may provide a general description of certain types of insurance coverages and services available. These descriptions are not a part of an insurance contract or policy and do not amend, revise or alter the terms of any policy issued through or services provided by EZ or other insurance brokers and carriers.

9. Limitation of Liability.

SUBSCRIBER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IN NO EVENT WILL EZ, ITS AFFILIATES AND MEMBERS, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SITE, BE LIABLE FOR: (I) THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SUBSCRIBERS, SUBSCRIBER’S CUSTOMERS OR OTHER THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH SUBSCRIBER; (II) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SITE; (III) ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE SITE; AND (IV) ANY DAMAGES SUSTAINED BY SUBSCRIBER, SUBSCRIBER’S CUSTOMERS, OR ANY OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, SUCH AS LOST SAVINGS OR LOST PROFITS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, UNDER ANY THEORY INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER CAUSE OF ACTION.

UNDER NO CIRCUMSTANCES WILL EZ BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A SUBSCRIBER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE OR THROUGH A SUBSCRIBER OF THE SITE. IT IS THE RESPONSIBILITY OF SUBSCRIBER TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE OR THROUGH A SUBSCRIBER TO THE SITE. ADVICE OF A PROFESSIONAL, IF APPROPRIATE, MAY BE NECESSARY FOR SUBSCRIBER REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT.

IN THOSE STATES THAT DO NOT RECOGNIZE THIS LIMITATION OF LIABILITY, THE AFOREMENTIONED PARTIES’ LIABILITY IS LIMITED TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW.

10. Indemnification.

Subscriber agrees to indemnify and hold harmless EZ and its affiliates, members and business partners from and against all claims, actions, demands, losses, damages and expenses, including all attorneys’ fees, arising out of the use of the Site by Subscriber.

11. Termination.

Either EZ or Subscriber may terminate these Terms of Use at any time. Without limiting the foregoing, EZ shall have the right to immediately terminate Subscriber’s access to the Site in the event of any conduct by Subscriber which EZ, in its sole discretion, considers to be unacceptable, or in the event of any breach by Subscriber of these Terms of Use.

12. Trademarks.

“EZUmbrella.com” is a trademark of EZUmbrella.com LLC. The EZ logo, and the products and services described in this Site are trademarks of EZ and its suppliers and licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of EZ or its suppliers or licensors. Also, page headers, custom graphics, logos, sound images, button icons, and scripts are service marks, trademarks, and/or trade dress of EZ or its suppliers and licensors, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of EZ, and are protected by trademark, trade dress and other laws. All other trademarks, registered trademarks, service marks and product names mentioned herein are the property of their respective owners.

13. Privacy.

(A) Privacy Policy. Subscriber should refer to EZ’s Privacy Policy at www.ezumbrella.com to fully understand how EZ uses and collects information, security features of the Site, as well as handling of and access to collected information.

(B) Reporting. EZ reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. By way of example and not of limitation, in order to cooperate with governmental requests, or to protect the Site as well as EZ’s system and customers, or to ensure the integrity and operation of EZ’s business and systems, EZ may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., without limitation, name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted materials. All such information shall be deemed non-confidential and non-privileged.

14. Links to Other Sites.

The links from the Site, including all advertising on the Site (the “Links”) will let Subscriber leave EZ. Unless otherwise stated, the Linked sites are not under the control of EZ and EZ is not responsible for the contents of any Linked site or any link contained in any Linked site, or any changes or updates to any such sites. EZ is not responsible for any Subscriber dealings with advertisers. EZ is not responsible for webcasting or any other form of transmission received from any Linked site. EZ is providing these Links to Subscriber only as a convenience, and the inclusion of any Link does not imply the endorsement by EZ of that Link, or links contained therein. When leaving the Site, Subscriber should be aware that EZ’s Terms of Use, Privacy Policy and other terms and policies no longer govern, and, therefore, Subscriber should review the applicable terms and policies, including privacy and personally identifiable information gathering practices, of that other site.

15. Copyright Agent.

EZ’s copyright agent (“Copyright Agent”) for notice of claims of copyright infringement on or regarding this Site can be reached as follows:

Copyright Agent: Goodwin Procter LLP

Address: 599 Lexington Avenue, New York, New York 10022

Phone: (212) 813-8800

Fax: (212) 355-3333

With a Copy to: Stuart A. Farber, President

Address: c/o ezumbrella.com LLC, 14 Wall Street, 18th Fl., New York, NY 10005

Phone: (888) 308-0031

Fax: (212) 608-3901

Email: sfarber@ezumbrella.com

If anyone believes that his or her work has been copied in a way that constitutes copyright infringement, and that work appears on the Site, or on another web site linked to the Site, then that person (the “Notifier”) should provide EZ’s Copyright Agent a notification (a “Notification”) containing the following information under the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (the “Acts”), 17 U.S.C. §512(c)(3):

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single Notification, a representative list of such works at that site;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit EZ to locate the material;

(iv) Information reasonably sufficient to permit EZ to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the Notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If a Subscriber or other individual under whose direction the material resides on the Site or any other web site, as applicable (“Material Subscriber), believes that EZ’s removal of such material was a result of mistake or misidentification, then the Material Subscriber should provide EZ’s Copyright Agent a counter notification containing the following information under the Acts, 17 U.S.C. §512(g)(3):

(i) A physical or electronic signature of the Material Subscriber;

(ii) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(iii) A statement under penalty of perjury that the Material Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

(iv) The Material Subscriber’s name, address, and telephone number, and a statement that the Material Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which such address is located, and that the Material Subscriber will accept service of process from the Notifier or his or her agent.

The aforementioned responsibilities are required in order to comply with the Acts. If the Notifier is also a Subscriber, the Notifier hereby agrees to provide EZ’s Copyright Agent with immediate written notice of the filing of any and all actions against a Material Subscriber.

Misrepresentations. Under the Acts, any person who knowingly materially misrepresents (i) that material or activity is infringing or (ii) was removed by mistake or misidentification, is liable to EZ for any damages, including costs and attorneys’ fees, incurred by EZ, the alleged infringer, any copyright owner, any copyright owner’s authorized licensee, if any of such parties are injured by the misrepresentation due to reliance thereon in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. EZ will vigorously pursue any and all rights under the Acts or under any other legal theory which EZ may have against any person that engages in such misrepresentations.

Accommodation of Technology. EZ seeks to accommodate and not interfere with standard technical measures, as defined under the Acts, 17 U.S.C. §512(i)(2). If anyone believes that the Site or EZ may not be accommodating or is interfering with standard technical measures, please contact EZ’s Copyright Agent immediately.

16. Miscellaneous.

These Terms of Use and any operating rules for the Site established by EZ constitute the entire agreement of the parties with respect to the subject matter hereunder, and supersede all previous written or oral agreements, communications, advertisements and understandings between the parties with respect to the subject matter hereunder. Notwithstanding the foregoing, these Terms of Use do not supersede the Producer Agreement or the Privacy Policy (the “Other Agreements”), but supplement the Other Agreements. In the event of any conflict between these Terms of Use and the Other Agreements, these Terms of Use shall control. EZ may assign or delegate any right or obligation under these Terms of Use at any time.

The construction, interpretation and enforcement of these Terms of Use, as well as any and all tort claims arising from these Terms of Use or arising from any of the proposals, negotiations, communications or understandings regarding these Terms of Use, shall be governed by and construed in accordance with the laws of the State of New York, applicable to contracts made entirely within and wholly performed in New York, without regard to the conflict or choice of laws provisions thereto. The sole jurisdiction and venue for any litigation arising out of these Terms of Use shall be an appropriate federal or state court located in the State of New York, except that EZ may seek injunctive relief in any venue of its choosing. All remedies available to either party for breach of these Terms of Use are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. The failure of either party at any time to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision or portion thereof of these Terms of Use are found by a court of competent jurisdiction to be invalid or unenforceable, the Terms of Use shall be construed in all respects as if the invalid or unenforceable provision or portion thereof had been omitted and all other terms and conditions are fully enforceable, and in such case these Terms of Use may be modified, amended, and limited, reflecting the intentions of the parties, if and only if such changes are necessary to render the Terms of Use valid and enforceable. Subscriber shall not make any claim against the members, employees, affiliates, business partners or agents of EZ but instead shall look solely to the assets of EZ for satisfaction of any liability of EZ under this Agreement. No third party is a beneficiary of this Agreement. The headings or titles of the paragraphs or subparagraphs of these Terms of Use are for convenience only and shall not be used as an aid in construction of any provision hereof.

If Subscriber breaches these Terms of Use, EZ shall be entitled, in addition to any other rights available at law or in equity, to immediate injunctive relief without any requirement to post a bond or other security. The provisions of Sections 1, 3, 6, 7, 8, 9, 10, 12, 13, 14, 15 and 16 shall survive termination of these Terms of Use.

EZ is acting in performance of these Terms of Use as an independent contractor. Subscriber and its employees are not employees of, or agents of, EZ, and are not entitled to any of EZ’s employee benefits. EZ shall not be responsible for payment of workers’ compensation, disability benefits or unemployment insurance, nor shall EZ be responsible for withholding or paying employment related taxes for Subscriber or its employees.