1. Opportunity for You (“Subscriber”) to Consult Legal Counsel.
2. License to Access the Site.
(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.
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.
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.
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.
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.
“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.
(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.
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
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.
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