These terms and conditions create a contract between you and Granite Professional Insurance Brokers, Inc. DBA: E-COMP and E-COMP NOW! (The “Agreement”). Please read the Agreement carefully. To confirm your understanding and acceptance of the Agreement, click “Agree.”
A. INTRODUCTION TO OUR SERVICES
This Agreement governs your use of E-COMP’s services (“Services”), through which you can buy, get, license, rent or subscribe to content, apps (“Apps”), and other in-app services (collectively, “Content”). Content may be offered through the Services by E-COMP or a third party. Our Services are available for your use in your country of residence (“Home Country”). To use our Services, you need compatible hardware, software (latest version recommended and sometimes required) and Internet access (fees may apply). Our Services’ performance may be affected by these factors.
B. USING OUR SERVICES
PAYMENTS, TAXES, AND REFUNDS
You can acquire Content on our Services for free or for a charge, either of which is referred to as a “Transaction.” Each Transaction is an electronic contract between you and E-COMP, and/or you and the entity providing the Content on our Services. However, if you are a customer of E-COMP Distribution International and you acquire an App or a book, E-COMP Distribution International is the merchant of record; this means that you acquire the Content from E-COMP Distribution International, and it is licensed by the App Provider (as defined below). When you make your first Transaction, we will ask you to choose how frequently we should ask for your password for future Transactions. If you enable Touch ID for Transactions, we will ask you to authenticate all Transactions with your fingerprint, and if you enable Face ID for Transactions, we will ask you to authenticate all Transactions using facial recognition. Manage your password settings at any time by following the instructions from your provider. E-COMP can charge your selected payment method (such as your credit card, debit card, gift card/code, or other method available in your Home Country) for any paid Transactions, including any applicable taxes. If we cannot charge your selected payment method for any reason (such as expiration or insufficient funds), you remain responsible for any uncollected amounts, and we will attempt to charge the payment method again as you may update your payment method information. In accordance with local law, E-COMP may update information regarding your selected payment method if provided such information by your financial institution. All Transactions are final. Content prices may change at any time. If technical problems prevent or unreasonably delay delivery of Content, your exclusive and sole remedy is either replacement of the Content or refund of the price paid, as determined by E-COMP. From time to time, E-COMP may refuse a refund request if we find evidence of fraud, refund abuse, or other manipulative behavior that entitles E-COMP to a corresponding counterclaim.
The following definitions can be used as a reference for key terms found throughout this Agreement.
E-COMP NOW!: the E-COMP NOW! platform published by E-COMP, where customers and prospects may access Integrated User Services. E-COMP NOW! customers and prospects will discover and request more information to purchase insurance directly from E-COMP, via the platform.
E-COMP NOW! Customer: a customer that is a user of the E-COMP NOW! platform.
E-COMP NOW! Customer Support: the customer support that E-COMP provides to all of its customers to answer questions and help address issues.
E-COMP NOW! Marks: non-exclusive, non-transferable license to use the E-COMP NOW! name and logo, royalty-free, limited solely to marketing and promoting E-COMP NOW!
E-COMP NOW! OpenID Connect Login API: the API endpoint that enables Users to retrieve authenticated E-COMP NOW! API keys.
E-COMP NOW! Platform: E-COMP NOW!’s Software as a Service (SaaS) platform for the provision of insurance products and related services.
Party: an individual or business who enters into a binding agreement with another contracting party, thus accepting the obligations, responsibilities, and benefits specified within the Agreement.
User: the Party who has contracted directly with E-COMP.
User Integration: any software connector, code, middleware, or process developed by User using the E-COMP NOW! API to allow interoperability between the Integrated User and the E-COMP NOW! platform.
User Marks: nonexclusive, nontransferable, royalty-free, limited license to use the User’s trademarks and logos provided by User to E-COMP in connection with E-COMP NOW!
User Portal: the online access to the E-COMP NOW! platform, made available to the User.
Rights and Responsibilities of Integrated API User
These components are required for User to submit referrals through the E-COMP NOW! platform:
All insurance sales and insurance-related transactions will be processed and transacted directly between User or User’s customer and E-COMP.
User shall work with the E-COMP team to address any issues with the User Integration that may arise as a part of the initial setup.
User shall use commercially reasonable efforts to maintain and support product changes in the User Integration via the E-COMP API.
User of E-COMP NOW! is non-exclusive as to User and E-COMP reserves the right to grant similar licenses to the E-COMP NOW! platform.
E-COMP hereby grants to User a non-exclusive, non-transferable license to use the E-COMP NOW! name and logo (the “E-COMP NOW! Marks”) royalty-free, limited solely to marketing and promoting E-COMP NOW! as contemplated hereunder. User will use the E-COMP NOW! Marks in the form provided by E-COMP and in accordance with any trademark usage policies provided to User by E-COMP. Any goodwill that results from the E-COMP marks that result from User’s use shall be to the benefit of E-COMP.
Support and Modifications
E-COMP may provide User with support or modifications for the APIs in E-COMP’s sole discretion, and may cease providing support or modifications at any time, without notice or liability.
E-COMP may release subsequent versions of the APIs and require use of those subsequent versions. Where reasonably possible, E-COMP will keep APIs backwards compatible, however will expect all API Users to use the most recent version. Continued use of the APIs following a subsequent release will be deemed acceptance of all modifications.
Termination and Deletion of API Integration Access
E-COMP reserves the right at any time, in its sole discretion without liability to User or any third party to modify, suspend or terminate API access or access to the E-COMP NOW! platform. E-COMP may amend these terms at any time. All requests for deletion of test accounts should be directed to: .
Unlawful and Abnormal Activity
User agrees to assist E-COMP NOW! in verifying compliance with these Terms by providing E-COMP with information about Integration and Application, which may also include access to User’s Application and other materials related to use of the APIs. If User does not demonstrate full compliance with these Terms, E-COMP may restrict or terminate User access to the APIs.
As used herein, the “Confidential Information” of a Disclosing Party (the “Disclosing Party”) means all financial, technical, or business information that the Disclosing Party designates as confidential at the time of disclosure to the other Party (“Receiving Party”), or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For avoidance of doubt, the terms and conditions of this Agreement are included within the Confidential Information of both Parties.
Neither Party may disclose, duplicate, publish, release, transfer, or otherwise make available Confidential Information of the other Party in any form to, or for the use or benefit of, any person or entity without the other Party’s prior written consent, except that either Party may disclose such information to its parent or subsidiary companies, or other corporate affiliates, on a need-to-know basis (provided that each Party will be responsible for such corporate affiliates’ compliance with this Agreement).
Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (iii) is received from a third Party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party.
Proprietary Rights and Ownership
All materials, including but not limited to: any computer software (in object code and source code form), data or information developed or provided by E-COMP or its suppliers under this Agreement, and any know-how, methodologies, equipment, or processes used by E-COMP to provide the E-COMP NOW! platform or E-COMP NOW! API to User, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively "E-COMP NOW! Materials") shall remain the sole and exclusive property of E-COMP.
User may not duplicate, copy, or reuse any E-COMP NOW! materials, including E-COMP NOW!’s HTML/CSS /FLASH or visual design elements, without express written permission from E-COMP.
REPRESENTATIONS AND Warranties; DISCLAIMER
E-COMP represents, warrants, and covenants that the E-COMP NOW! Platform and E-COMP NOW! API will perform substantially in accordance with the technical requirements documents that are generally provided by E-COMP in connection with the E-COMP NOW! platform and E-COMP NOW! API.
Integrated API User represents, warrants, and covenants the Integrated User Services and User Integration will perform substantially in accordance with the technical requirements documents that are generally provided by User in connection with the User Integration standards and security standards, set forth within this agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, E-COMP HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. E-COMP DOES NOT WARRANT THAT OPERATION OF THE E-COMP NOW! PLATFORM OR E-COMP NOW! API WILL BE ERROR-FREE OR UNINTERRUPTED.
LIMITATION OF LIABILITY
THE AGGREGATE LIABILITY OF ONE PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO THE REFERRAL FEES COLLECTED BY THE LIABLE PARTY FROM THE OTHER PARTY PURSUANT TO THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED REVENUE OR PROFITS, WHICH IN ANY WAY ARISE OUT OF OR RELATE TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), REGARDLESS OF WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.
Governing Law. The terms and conditions of this Agreement shall be construed and interpreted pursuant to, and any dispute related to or arising under this Agreement shall be subject to, the laws of the State of California, without regard to any conflict of law rules or principles that would apply another law. The State or Federal Courts located in Alameda County, California are the agreed-upon forum for the resolution of all disputes arising hereunder, and the Parties hereto hereby consent to the jurisdiction and venue of the aforesaid courts for the purpose of resolving all such disputes. Notwithstanding the foregoing, either Party may seek an injunction or other equitable relief in any court of competent jurisdiction for any breach of the confidentiality provisions herein.
Severability. Any term in this Agreement that is unenforceable or illegal shall be severed from the Agreement, and shall not affect the enforceability of the other terms of this Agreement.
Term and Termination. This Agreement may be terminated at any time by either without advance written notice.
Force Majeure. A Party is not liable for failure to perform its obligations if such failure is caused by conditions beyond the Party’s control, including but not limited to: Acts of God, government actions or restrictions, strikes or labor difficulties, acts of war, insurrections, natural disasters, or any other cause beyond the reasonable control of the Party whose performance is affected (including mechanical, electronic, or communications failure). In the event a Party is unable to perform its obligations due to conditions described in this section, the other Party shall not be liable for payment of the unperformed services.
Notices. Except where this Agreement expressly permits notice via email or otherwise, all notices required under this Agreement must be in writing, must be sent via internationally recognized delivery service or messenger or via U.S. mail, and will be deemed “given” five business days after having been sent. Notices must be addressed to the addresses on Page 1 for each Party, as well as sent to: Legal@goecomp.com
Independent Contractors. The relationship of the Parties established by this Agreement is that of Independent Contractors, and nothing contained in this Agreement should be construed: (i) as constituting a partnership between the Parties; (ii) to give either Party the power to act as an agent to direct or control the day-to-day activities of the other Party. Financial and other obligations associated with each Party’s business are the sole responsibility of that Party.
Entire Agreement. This Agreement hereto constitutes the final and complete Agreement between the Parties. It is the exclusive expression of the Party’s Agreement on the matters contained in this Agreement. All earlier and contemporaneous negotiations and Agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The Parties may amend this Agreement only by a written Agreement of the Parties that is identified as an amendment to this Agreement.
IN WITNESS WHEREOF, the Parties have agreed to the terms of this agreement by downloading the E-COMP NOW! Application.
Each Party shall bear its own cost and expense for building, testing and supporting any API User Integration, including but not limited to costs of development and compliance with all applicable privacy and information security laws, standards and regulations, as necessary throughout the term of this Agreement.
Compliance with Contracts, Applicable Law and Regulations
User acknowledges, that E-COMP is subject to certain requirements by its Customers regarding confidentiality, security of Personal Information, background checks on personnel performing services, compliance with applicable laws and regulations such as HITECH ACT, State Data Breach Notification laws, Data Security Standards, etc. As a result, User agrees that if and to the extent required, it will comply with such laws applicable to any services with which User is engaged with E-COMP, including but not limited to a User Integration.
Data Security and Privacy Practices for Integration
When accessing, creating, receiving, maintaining or transmitting Confidential Information, both Parties:
Have a designate a Security Official who will be responsible for the development and implementation of the security policies and procedures required by this Agreement and applicable law;
Must never send Confidential Information containing Personal Information using an unencrypted/unsecured method of transmission;
Must never intentionally accept Confidential Information containing Personal Information using an unencrypted/unsecured method of transmission;
Must not store Confidential Information containing Personal Information on unencrypted mobile devices or media – such as cell phones, laptops, smart devices, USB drives, CD’s, DVD’s, etc.;
Must implement appropriate technical safeguards to protect Confidential Information, such as firewalls, intrusions detection systems, access controls based on business need to know, and encryption;
Must implement access controls to electronic systems/data requiring unique names and/or numbers with complex passwords for identifying and tracking user identity;
Must implement appropriate physical safeguards to restrict physical access to Confidential Information, such as restricted access server rooms requiring authentication, and appropriate environmental controls;
Must respond to and contain security incidents, using commercially reasonable efforts, on a 24/7 basis;
Must keep computing equipment (when not provided and maintained by company), and virus protection software current to effectively prevent introduction of malicious programs;
Must never reveal User and System Account IDs and password information to others;
Must never share or write down account information that would permit others to obtain access;
Must not leave Confidential Information containing Personal Information displayed on unlocked computer monitors;
Must not use the other Party’s resources for unauthorized applications or unapproved uses such as downloading or sharing music, videos, copyrighted information or running security vulnerability/hacking tools;
Promptly upon either Party’s request, the Requested Party shall deliver to or destroy, at the Requesting Party’s option and written request, all originals, copies and excerpts of, and all notes and correspondence pertaining to any and all of the Requesting Party’s Confidential Information. Information stored electronically on disc or on any other storage or removable media, must be erased to a DOD level wipe. Upon delivery of all the Confidential Information, Requested Party shall deliver to the Requesting Party written certification of same. If delivery or destruction of Confidential Information is not feasible, the Requested Party will notify the requesting Party in writing and extend the protections of, and continue to be bound by, the Agreement as to Confidential Information received from or created on behalf of the Requesting Party and limit further uses and disclosures of such Confidential Information for so long as the Requested Party maintains the Confidential Information.
Security Incident Response and Breach Notification
Each Party shall endeavor to notify the other Party of security incidents as soon as practicable, but no later than twenty-four (24) hours of identifying the scope of an incident involving an actual or potential security violation involving the other Party’s Confidential Information that includes Personal Information. An “incident” includes any unauthorized acquisition, access, use, or disclosure of the other Party’s Confidential Personal Information. Such notice will include the identification of each individual whose Confidential Personal Information has been, or is reasonably believed by User or E-COMP, as applicable, to have been, accessed, acquired, or disclosed during such incident. User or E-COMP as applicable, shall inform the other Party about incident response activities in reasonable intervals until the incident is resolved. In the event the security incident requires notification be sent to impacted people as per applicable State, Federal or International data breach notification law, the Party who experienced a security incident will work directly with the other Party’s Legal Counsel prior to sending notice.
User and E-COMP each will, at its own expense, conduct an external network-level vulnerability assessment/penetration test of its network, annually. This audit shall be performed by either a recognized third-party audit firm, or by that Party’s in-house information security staff. A high level Executive Summary of the report will be provided to the other Party upon written request.
An annual risk management due diligence review of each Party’s applicable controls based on services provided may be conducted by the other Party. Each Party commits to making commercially reasonable efforts to provide the other Party with information necessary to facilitate such reviews upon written request.