VERISURANCE TERMS OF USE AGREEMENT

 

This Verisurance, Terms of Use Agreement (this “Agreement”) is made by and between Verisurance, Inc. (“Verisurance”) having its address at:  6 Concourse Parkway, Suite 725, Atlanta, GA 30328, and you (“Client”), together the “Parties”, and individually the “Party”, as at the date you register for or enrol in the SaaS,

 

BACKGROUND

• Verisurance has developed certain software applications and platforms which it makes available to its clients via the Internet for the purpose of originating and managing loans, managing loan risks, and using other related products and services.
• Client wishes to use the Verisurance’s service in its business operations.
• Verisurance has agreed to provide, and Client has agreed to take and pay for the Verisurance’s service subject to the terms and conditions of this Agreement.

Now, therefore, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1.              DEFINITIONS AND INTERPRETATION

The definitions in this Clause apply in this Agreement:

“Authorised Users” means those employees of Client who are authorized by Client to use the Services and the Documentation.

“Client Data” means the data inputted into the SaaS by Client, Authorized Users, or Verisurance on Client’s behalf for the purpose of using the Services or facilitating Client’s use of the Services.

“Documentation” means user guides, manuals and other documents made available to Client by Verisurance online via https://apps.verisurance.com/vf4/client/web which sets out a description of the Services and the user instructions for the Services, as may be updated from time to time by Verisurance.

“Fees” means the monthly fees payable by Client to Verisurance for the Services, as set out in the Quote.

“Quote” means the quote(s) for the Services provided by Verisurance to Client in a written, electronic, or oral form and accepted by Client.

“SaaS” means the online software-as-a-service solution developed by Verisurance.

“SaaS Account” means the account which can be accessed via https://apps.verisurance.com/vf4/client/web/ that Verisurance creates for Client upon its registration at the SaaS.

“Services” means the SaaS including training, support, processing of Client Data, and other related services provided by Verisurance to Client under this Agreement via https://apps.verisurance.com/vf4/client/web/. The list, terms and description of the Services that Client registered for can be found in the account information by logging into the SaaS Account.

“Verisurance Privacy Policy” means the privacy policy of Verisurance that can be found online via https://verisurance.com/privacy-policy/, as may be updated from time to time by Verisurance.

2.              LICENSE TO USE THE SERVICES

2.1           Subject to the terms and conditions of this Agreement, Verisurance hereby grants to Client during the term of this Agreement a personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and Documentation online solely for Client’s internal business operations (and not in any resale or outsourcing capacity).

2.2           License Restrictions. The license granted to Client in Clause 2.1 above is subject to the condition that Client does not (and does not allow any Authorized User or third party to):

(a)        reproduce, copy, modify, adapt, tamper with, or otherwise make any changes to the Services or Documentation or any part thereof;

(b)        write or develop any derivative works based upon the Services;

(c)        reverse engineer, disassemble, decompile or otherwise attempt to discover any source code, algorithms, tags, specifications, architecture, structure, or other elements of the Services, in whole or in part, for competitive purposes or otherwise;

(d)        decrypt or attempt to decrypt the Services;

(e)        download, distribute, install or otherwise redistribute the SaaS in any form not explicitly covered by this Agreement;

(f)         use unauthorized versions of the Services including, without limitation, for the purpose of building a similar or competitive product or service or for obtaining unauthorized access to the Services;

(g)        violate or tamper with the security of any Verisurance computer equipment or program;

(h)        access, or attempt to access, the Services directly by circumventing the Services user interface;

(i)         disclose or provide any access, connection information, usernames, or passwords to the Services to outside vendors, third party independent contractors, or other individuals not employed by Client;

(j)         use any of the Services in connection with any form of spam, unsolicited mail, fraud, scam, phishing, or similar conduct, or otherwise engage in unethical marketing or advertising;

(k)        access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service;

(l)         sell, resell, distribute, display outside the business facilities of Client, host, lease, rent, license, or sublicense, in whole or in part, the Services;

(m)      obliterate, alter, or remove any proprietary or intellectual property notices from the Services or Documentation;

(n)        disclose or publish, without Verisurance’s prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Services; or

(o)        otherwise use or copy the Services or Documentation except as expressly permitted in this Agreement.

2.3           Client shall take all steps and actions necessary to assure that the Services and Documentation are not permitted to be used and will not be used by Client or any of Authorized Users except as expressly permitted in this Agreement and in no event beyond the date of termination of this Agreement.

2.4           Retention of Rights. At no time will Client hold title to or ownership of any of the Services or Documentation or any associated products or materials provided to Client during the term of this Agreement. Verisurance is not assigning or transferring any rights in the Services or Documentation to Client. Verisurance expressly reserves all intellectual property rights with respect to the Services, Documentation and other associated products and materials. Verisurance may, in its sole discretion add, delete, or change some or all the features included within the Services. Without limiting the generality of the foregoing, Client acknowledges and agrees that:

(a)        Verisurance owns all right, title, and interest in and to the Services, Documentation and other associated products and materials (including any corrections, updates, adaptations, enhancements to either), and Client shall not acquire any rights, express or implied in the same;

(b)        Verisurance will take the necessary precautions to protect the Services, Documentation and other associated products and materials from any use or appropriation by Client or any other party that is inconsistent with the rights expressly granted to Client under this Agreement, and

(c)        any modifications to the Services made for Client’s benefit shall in no way affect or diminish Verisurance’s right, title, and interest in and to the Services, Documentation and other associated products and materials.

Client hereby assigns, transfers and conveys any and all right, title, and interest Client may have or may accrue in connection with the or use of the SaaS, including (without limitation) any and all ownership rights to software application feature modifications, any data generated by, or derived from the Client’s use of the Services, whether hosted or stored within the Services or elsewhere, in connection therewith to Verisurance, except to the extent set forth in Verisurance’s Privacy Policy. If such assignment is ineffective, Client agrees to grant to Verisurance a non-exclusive, perpetual, irrevocable, royalty free, worldwide license to use, reproduce, sublicense, distribute, modify, and otherwise exploit such products or information without restriction.

2.5           No Contest. Client shall not contest or aid in contesting the ownership or validity of the copyrights, trademarks, service marks and trade secrets, as applicable, of Verisurance in connection with the SaaS.

2.6           Client shall report promptly to Verisurance about any violation of this Clause 2 and shall take such further steps as may be reasonably requested by Verisurance to remedy any such violation and to prevent future violations.

2.7           If Verisurance has reasonable grounds to believe that Client is utilizing the Services for any illegal or disruptive purpose and/or breaches this Clause Verisurance may disable Client’s access, suspend the Services and/or terminate this Agreement.

3.              SERVICES

3.1           Verisurance will provide the Services to Client pursuant to the terms and conditions set forth in this Agreement. Verisurance undertakes that the Services will be performed substantially in accordance with the Documentation in a professional and workmanlike manner, consistent with generally recognized commercial practices and standards.

3.2           Client acknowledges and agrees that Client will only allow the Authorized Users to access and use the Services as reasonably directed by Verisurance.

3.3           Provision of the SaaS Account. Verisurance will create and provide Client with the SaaS Account. Client will be enabled to issue authentication credentials including the user name and password for the Authorized Users for accessing the SaaS.

3.4           Client acknowledges and agrees that Client is solely responsible for, and shall be liable for, all access to the SaaS Account and the maintenance and confidentiality of the authentication credentials. Client will be responsible for all activities that occur at the SaaS Account regardless of whether the activities are authorized by Client or undertaken by Client, its employees or a third party (including Client’s contractors or agents). Authentication credentials for the Services may not be used by more than one individual. Authentication credentials may not be sold, transferred or sub-licensed to any other entity or person. Client will promptly notify Verisurance abut any actual or possible, misuse of the SaaS Account or authentication credentials or any security incident related to the Services. 

3.5           Client acknowledges and agrees that, in the course of providing the Services to Client, it may be necessary for Verisurance to access the SaaS Account for many reasons including, but not limited to, responding to technical problems or Client queries and to ensure the Services are provided in a manner consistent with this Agreement.

3.6           Client acknowledges that the Services are offered as software-as-a-service and that the details of the offerings themselves will change over time.

3.7           If Client transfers from one Service to another, the terms and description of such newly elected Service will apply. If Client elects to transfer to a new Service, Client will forfeit any remaining entitlement in the previous Service.

3.8           Client Data. Client shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data.

Client gives Verisurance a right to collect, use and share the Client Data to provide, manage, maintain and improve the Services and our business, process or service requested or authorized transactions, including, without limitation, insurance verification and monitoring, GPS vehicle tracking, payment reminders and/or payment processing, loan calculation, contract generation, communication processing such as letters, SMS, emails, accounting, call and voice processing,  as applicable, and for any other purpose as contemplated by the Verisurance Privacy Policy. Client authorizes Verisurance to transfer information to third parties such as insurers, reinsurers, insurance and reinsurance agents, brokers, intermediaries and other representatives in connection with insurance-related services and activities for the purpose of evaluating the need for insurance coverage, providing quotations for insurance products, obtaining insurance coverage, marketing insurance products, or other insurance related services. Any data leaks or security breach occurring as a result of, during, or after data sharing is not the liability of Verisurance.

Verisurance will make reasonable efforts to maintain appropriate administrative, technical, and physical security measures to protect the Client Data against unauthorized access, disclosure, and loss. In the event of any loss or damage to the Client Data, the Client ‘s sole and exclusive remedy against Verisurance shall be for Verisurance to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by Verisurance.

3.9           Export of the Client Data. Client may export and retrieve the Client Data in a standard format supported by the SaaS’s self-service export tools at any time during the term of this Agreement. Upon termination of this Agreement for any reason, and provided that all Client invoices are paid in full, Client has a right to export the Client Data within thirty (30) calendar days of termination of this Agreement. Verisurance reserves the right at its discretion to delete or otherwise dispose of any of the Client Data remaining on servers hosting the Services upon the expiration of thirty (30) calendar days after the termination of this Agreement. It is Client’s obligation to export the Client Data, prior to the removal process. Client acknowledges and agrees that once data is removed, it is unrecoverable.

3.10         Support. In connection with the SaaS, Verisurance will provide Client with the standard client support services during the normal business hours as specified at https://verisurance.com/contact/ from time to time with certain exceptions due to holidays or company closures.

3.11         Payment Processing. Client may request a payment processing service within the Services. The Parties will enter into a separate agreement regulating payment processing. 

3.12         The SaaS allows Client to communicate electronically or by any other means and/or methods within the Services with its customers, employees and vendors, each of whom must have consented previously to the receipt of such content (“Recipients”). While Client uses certain Services’ features to initiate, manage and control the communication and transmittal of notifications and alerts to its Recipients, Client acknowledges that in all cases, Verisurance simply acts as the software company and does not send content to Recipients on Client’s behalf. The SaaS comprise primarily of a web-based technology platform through which such content is delivered once Client initiates the process of sending such content. Although, Verisurance provides Client support and assistance with the content Client desires to transmit, Client remains solely responsible for the content of communications transmitted by Client or any other person Client permits to access the Services using the Services, and shall defend, indemnify and hold harmless Verisurance from and against all liabilities and costs (including attorneys’ fees) arising from any and all third-party claims by any person based upon the content of any such communications.

3.13         Client acknowledges that from time to time, delivery of email and / or SMS messages sent using SaaS may be blocked or prevented at destination servers. Client’s payment obligation set forth herein continues regardless of whether delivery of such email messages is prevented or blocked.

3.14         Insurance Tracking Services. Verisurance may provide insurance tracking services as a part of the Services (if requested by Client), which include, among other matters, processing of insurance notices received by Verisurance via email, electronic transmission, USPS mail, and faxes. As part of the Services, Verisurance will transfer the address of all insurance notices from the Client’s address to a designated Verisurance’s P.O. Box. Upon termination of this Agreement, Client will be responsible to transfer the insurance notices address from Verisurance’s P.O. Box to the Client’s designated address.

If the Services include the insurance tracking services, Client hereby authorizes Verisurance and its service providers to obtain and monitor information from insurers and/or other monitoring services regarding Client’s customers’ required insurance coverages and, if necessary, update the relevant information on the SaaS for the use by Client. Client agrees that such authorization shall constitute written instructions to obtain insured information in accordance with Verisurance Privacy Policy. If Verisurance is unable to process or confirm the insurance information request or status, Verisurance will update the relevant information on the SaaS accordingly. Client certifies that each person that Client registers as a user to the Service has read and accepted the terms and conditions of this Agreement. Information that Verisurance collects will be treated in accordance with the Verisurance Privacy Policy.

As part of the insurance tracking service, when Verisurance learns that any required insurance of a Client’s customer has lapsed, expired, is about to expire or lacks the sufficient coverage (each an “Insurance Event”), Client may contact the relevant customer through the SaaS notification features. The SaaS allows Client to set up automatic notification features. The notice generated through SaaS may include some or all of the following information:

(a)        a summary of the occurrence, or potential occurrence, of an Insurance Event;

(b)        a reminder of the customer’s obligation to maintain specific insurance coverage;

(c)        a request for updated proof of insurance coverage;

(d)        an offer to purchase the required insurance through Verisurance or its affiliate; and/or

(e)        any additional information relevant to the foregoing.

4.              FEES

4.1           In consideration for the Services provided by Verisurance, Client agrees to pay the Fees to Verisurance.

4.2           Fees will be billed monthly, in advance, at the beginning of each calendar month and will be due immediately upon receipt of invoice; or may be pre-paid earlier. The Fees paid for each preceding month will be reconciled in the Fees billed for the following month(s) to account for the exact scope of Services provided to Client in each month. The Fees can be paid by way of a direct payment via ACH or by a credit card. If Client is paying for the Services by a credit card, Client hereby authorizes Verisurance to automatically charge such credit card for the Fees on a regular basis on the applicable billing due date up until the termination of this Agreement. If Client is paying for the Services by credit card and such credit card is declined, Verisurance will send Client notice thereof to Client’s email address on record and Client will ensure that the payment of the Fees be immediately made by any other means agreed between the Parties.

4.3           Client shall be responsible for charges incurred by Verisurance due to Client’s selected form of payment, including without limitation credit card surcharges.

4.4           Paid Fees are non-refundable.

4.5           Offset. No one-sided offset or deduction from the Fee is allowed under any circumstances.

4.6           All Fees are exclusive of taxes, levies, or duties imposed by taxing authorities. Unless collected and remitted by Verisurance, Client is responsible for payment of all taxes due to a governmental authority, if any, except for taxes imposed on Verisurance’s net income or employment of personnel. Client shall provide to Verisurance any certificate of exemption or similar document required to exempt any transaction under this Agreement from sales tax or other tax liability.

4.7           Any payment due and not received by Verisurance by the due date may be subject, at Verisurance’s sole discretion, to a late fee equal to 1.5% (or the maximum rate permitted by law) of the amount then due, for each month overdue until paid in full. In the event Client fails to make timely payments when due, Verisurance, may, at its option, terminate or suspend the Services after serving a ten (10) days’ notice to Client, without incurring any liability to Client. Despite any such discontinuation or suspension, Client acknowledges and agrees that it will be required to pay the Fees until this Agreement is terminated in accordance with the termination provisions set forth herein. For amounts outstanding after ninety (90) days from its receipt of the invoice thereof, Client shall be responsible for and agrees to pay reasonable costs and expenses of collection, including, but not limited to, court and attorneys’ fees and expenses. From time to time, and at any time, Verisurance may require reasonable credit guarantees before continuing its provision of the Services hereunder.

5.              TERM AND TERMINATION

5.1           This Agreement becomes effective on the Effective Date and shall remain in full force and effect until its termination.

5.2           Either Party may terminate this Agreement upon thirty (30) days prior written notice given to the other Party.

5.3           If Client fails to perform or observe any material term or condition of this Agreement and the failure continues unremedied for ten (10) days after receipt of a written notice from Verisurance:

(a)        Verisurance may terminate this Agreement, or

(b)        where the failure is a non-payment by Client of any charge when due, Verisurance, may, at its option, terminate or suspend the Services with or without any notice.

5.4           This Agreement may be terminated immediately upon written notice by either Party if the other Party becomes insolvent or involved in a liquidation or termination of business, files a bankruptcy petition, has an involuntary bankruptcy petition filed against it (if not dismissed within thirty (30) days of filing), becomes adjudicated bankrupt, or becomes involved in an assignment for the benefit of its creditors. 

5.5           Client shall be responsible for payment of all charges under a terminated Agreement incurred up until the effective date of termination. 

5.6           Upon any termination of this Agreement, all terms will cease, except Clause 6 to Clause 11, which survive.

6.              CLIENT’S RESPONSIBILITIES

6.1           Client agrees to use the Services solely for the purposes identified in this Agreement. Client warrants that in using the SaaS, Client will comply with all applicable laws, including without limitation, with laws and regulations respecting data privacy and communications, and will not use the Services in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation. Client will hold harmless and defend Verisurance from any third-party claim against Verisurance arising from Client’s failure to comply with this Agreement.

6.2           Client is responsible to designate a principal contact who shall have sufficient authority to grant or communicate the granting of all necessary approvals hereunder. 

6.3           Client shall provide assistance as reasonably requested by Verisurance in connection with the installation and implementation of the Services including, if requested, timely providing Verisurance with access to Client’s software, reasonably requested by Verisurance in order to provide the Services.

6.4           In order to obtain and maintain access and use of the Services, and for setting up the Services by Verisurance, Client agrees to provide Verisurance with all data, documents, information, materials, decisions, or approvals required for the provision of the Services, in a timely manner. Client shall be responsible for the accuracy, quality, integrity, legality, adequacy, and reliability of all the data that Client furnishes to Verisurance and any results obtained therefrom. Client’s delay or inability to provide required data and information will not preclude Client’s payment and other contractual obligations hereunder.

6.5           Client is responsible for acquiring and maintaining Internet connectivity in order to access the SaaS and use the Services, and Client acknowledges that problems with the Internet, including equipment, software, or network failures may prevent, interrupt, or delay Client’s access to the Services.

6.6           Client shall use the Services only for lawful purposes. To the extent deemed necessary by Client, Client shall implement security procedures necessary to limit access to the Services to Client’s Authorized Users and shall maintain a procedure external to the Services for reconstruction of lost or altered files, data or programs.

6.7           Client shall be solely responsible for maintaining adequate controls over its processing and data transmissions within the Services. Client acknowledges and agrees that Verisurance is not responsible for checking, verifying, or editing the content or completeness of the information transmitted through the SaaS. Verisurance will use reasonable commercial efforts to notify Client of any detected non-conforming processing and/or transmissions.

6.8           Client represents and warrants that Client has complied with all applicable laws, ordinances, and regulations of any governmental authority with respect to the collection, transfer, and/or use of the Client Data for providing the Services, including, without limitation, any laws or rules relating to the proper disclosure and obtaining of all required consents from each individual to transfer such data as set forth in this Agreement.

6.9           Client shall report promptly to Verisurance about any violation of this Clause 6 and shall take such further steps as may be reasonably requested by Verisurance to remedy any such violation and to prevent future violations.

7.              NO JOINT UNDERTAKING

The provision and/or use of the Services does not constitute a joint undertaking between Client and Verisurance to furnish service or services to any other party. Verisurance does not undertake pursuant to this Agreement to make the Services available to any person or entity other than Client. Verisurance and Client are independent parties and shall not be deemed or construed, by virtue of this Agreement, to be the employee, representative, partner, or joint venturer of the other.

8.              DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNIFICATION

8.1           Disclaimer of warranties. Client acknowledges and agrees that the software and other licensed materials, third party software, and services are provided by Verisurance “as is” and that Verisurance has made no representations, and have expressly disclaimed, to the maximum extent permitted by applicable law, all warranties or representations of every kind or nature, either express, implied, or statutory, as to the Services or Documentation and any ancillary or related products or services including, without limitation, any warranties of merchantability, fitness for a particular purpose, non-interference, accuracy, title, usage or non-infringement of third party rights.

Verisurance does not warrant that:

(a)        the Services, Documentation or any ancillary or related products or services will meet Client’s requirements or achieve specific results;

(b)        the operation of the Services, Documentation or any ancillary or related products or services will be uninterrupted, secure, or error-free, or

(c)        all errors will be corrected.

Verisurance does not promise to eliminate any potential losses from insured, uninsured and/or underinsured customers of Client.

8.2           Verisurance will not be responsible for any damages that may be suffered by Client, including loss of data resulting from delays, non-deliveries, service interruptions or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet by any cause or due to errors or omissions of Client and Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Use of any information made available by Verisurance within the Services is at Client’s own risk, and Verisurance specifically denies any responsibility for the accuracy or quality of information obtained through its Services.

8.3           Limitation of liability. Verisurance shall not be liable to and Client expressly waives any right to seek indirect, special, incidental, consequential, or punitive damages from Verisurance or from Verisurance’s employees, licensors, suppliers, agents or representatives (“Verisurance Parties”), including, without limitation, cost of cover, work stoppage, data loss, loss of business, revenue, profits, or goodwill, computer failure or for any act or failure to act by any of the Verisurance Parties arising out of, in connection with or relating to the performance of the Services, whether such claims are asserted on the basis of contract, tort, or otherwise, even if advised of the possibility of such damages or such damages would have been foreseeable.

8.4           Without in any way limiting the foregoing, Verisurance’s total liability to Client in connection with this Agreement for any and all causes of action or claims of every kind or nature for, arising from, or relating in any manner to, directly or indirectly, any action or failure to act by any of the Verisurance Parties including, without limitation, claims for breach of contract, negligence, fraud, and interference with contractual relations, shall be limited to the lesser of (i) proven direct damages, or (ii) the aggregate amount of payments made by Client or on Client’s behalf for the affected Services during the 12-month period immediately preceding the month in which the events giving rise to the claim or cause of action occurred. Verisurance shall not be liable for any third-party claims.

8.5           Document preparation. The SaaS offers certain template documents and/or services for preparation of documents that may be used by Client from time to time. Client acknowledges and agrees that such template documents and services shall be subject to the following conditions:

(a)        Verisurance has no responsibility or liability for any matters related to preparation of any document, including any financial calculations, wording, spelling, format or similar typographical or presentation matters as it relates to the template documents;

(b)        The template documents made available by Verisurance within the Services are not guaranteed to be error free or intended to be considered as legal, accounting or professional advice. Client must always consult its independent legal and accounting professionals prior to taking any action whatsoever;

(c)        Client shall be solely responsible for accuracy and compliance with federal, state and local laws and regulations of all documents made available by Verisurance within the Services that are used by Client;

(d)        Client represents and warrants that every document available by Verisurance within the Services shall not be used by Client in violation of any rights of any other party, including trademark, copyright or similar rights or protections;

(e)        So long as Verisurance has any reason to suspect there may be any violation of any other party’s rights or interest Verisurance may suspend its document preparation services; and

(f)         Client agrees to indemnify Verisurance from any claims, actions and liabilities that in any way arise from the use of any document made available by Verisurance within the Services.

Verisurance may rely on this Clause as a condition of providing document preparation services for Client.

8.6           Client expressly agrees and acknowledges that Client is solely and exclusively responsible for proper reporting, charging, collecting, and remitting of all applicable taxes. Verisurance does not warrant or guaranty, in any way, the taxes and calculations reported in the SaaS, and Client must independently verify rates, whether input manually or automatically by software, and ensure the programming for the calculation of taxes and other calculations, including interest, discount, and fees, is correct for the State in which the transaction occurred.

8.7           Indemnification. Client shall defend, indemnify and hold harmless Verisurance and its officers, directors, shareholders, employees, from and against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Client Data and Client’s use of the Services, Documentation and/or any ancillary or related products or services.

8.8           If some or all of the limitations and exclusions in this Clause 8 are held unenforceable, warranties will be disclaimed, and Verisurance’s liability will be limited to the greatest extent permitted under applicable law.

8.9           This Clause 8 is a fundamental part of the basis of our bargain, without which Verisurance would not be able to provide the Services and will apply despite the failure of essential purpose of any limited remedy.

9.              CONFIDENTIALITY

9.1           For purposes of this Agreement “Confidential Information” shall mean information including, without limitation, the Client Data, SaaS, Documentation and the associated products and materials, computer programs, code, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies as well as any other information specifically marked “Confidential” or would normally under the circumstances be considered confidential information, or if disclosed verbally, is identified as confidential at the time of disclosure. Confidential Information excludes information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party; (iii) is independently developed by the receiving Party without the participation of individuals who have had access to the Confidential Information.

9.2           Non-disclosure. During this the term of this Agreement and for a period of two (2) years thereafter, each Party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information, but in no event using less than reasonable care, and to use such Confidential Information only as permitted under this Agreement. Each Party agrees to only disclose the other Party’s Confidential Information to its employees to exercise rights and fulfil obligations under this Agreement, while using reasonable care to keep it confidential. 

9.3           Publicity. Client grants to Verisurance the right to use, in Verisurance’s online and offline promotional and marketing materials the name, logos, and other marks of Client as a user of the Services and for referral and marketing purposes.

10.           GOVERNING LAW AND JURISDICTION

10.1         This Agreement will be governed by the laws of Georgia, without regard to conflict of laws. All disputes will be brought only in a court located in the county of Fulton, Georgia, and to the fullest extent permitted under applicable law, Client consents to the same as the exclusive jurisdiction for claims arising hereunder and waive any objection to venue of such courts.

11.           MISCELLANEOUS

11.1         Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements with respect to its subject matter.

11.2         Force Majeure. Neither Party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

11.3         Assignment. This Agreement may not be assigned or transferred by Client, without the prior written permission of Verisurance and any attempt to do so shall be null and void. Verisurance may assign this Agreement without any permission of Client.

11.4         Modification. No modification, termination or waiver of any provisions of this Agreement shall be binding upon a Party unless in writing signed by the Parties.

11.5         Severability. Should any court of competent jurisdiction declare any term of this Agreement void or unenforceable, such declaration shall have no effect on the remaining terms hereof. To the extent legally permissible, any illegal, invalid or unenforceable provision of this Agreement shall be replaced by a valid provision that will implement the commercial purpose of the illegal, invalid or unenforceable provision. In the event that any provision essential to the commercial purpose of this Agreement is held to be illegal, invalid or unenforceable and cannot be replaced by a valid provision which will implement the commercial purpose of this Agreement, this Agreement and the rights granted herein shall terminate.

11.6         No Waiver. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

11.7         Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

The Parties acknowledge that this Agreement can be executed by the Parties electronically at Client’s first logging into the SaaS Account by way of clicking the “I agree with Verisurance Terms of Use” button.

11.8         Notices. Any notice hereunder will be in writing and sent by mail, return receipt requested, by e-mail, or by reputable courier addressed to the other Party:

(a)        if to Verisurance the address set forth above or at legal@verisurance.com; and

(b)        if to Client, at the address or e-mail address Client provides when it registers for the Services, or at such other address of which Client gives notice in accordance with this provision.

Client is responsible to keep its contact information up to date. Notice will be deemed to have been given when delivered (as confirmed by receipt or other confirmation) or, if delivery is not accomplished by fault of the addressee, when tendered.