This Technology License Agreement (“Agreement”) is effective as of the date acknowledged (the“Effective Date”) by and between Broker Buddha Technologies Inc., a Delaware Corporation (“BB”), and Broker (collectively the “Parties,”) for the license of certain technology described in ExhibitA (the “Technology”) for incorporation into Broker’s own insurance service (the “Insurance Service”). This Agreement replaces any prior written or verbal agreements between the Parties, however it should be read in conjunction with current documentation made available to Brokers by BB (“Documentation”).
Definitions
"Broker" shall mean the party who acknowledge this agreement on their on behalf or on behalf of their company.
“End User” shall mean an individual representing themselves or their company who is either a client or prospective client of Broker.·
“Affiliates”means any Party’s affiliated and related entities and subsidiaries, and all of their agents, officers, directors and employees.·
“Broker User” shall mean a user of the Technology who is employed by Broker or its Affiliates and has been granted permission by Broker to access and use the Technology in accordance with the terms and conditions of this Agreement.·
“Wholesale Brokers” shall mean wholesale brokers, and general agencies that use the Technology. “Carrier” shall mean any insurer, insurance provider or insurance company.
The Parties, on behalf of themselves and their Affiliates now agree:
1) Services. From time to time BB and Broker may enter into order forms(“Order Forms”) substantially in the form of Exhibit B for the services identified therein (the “Services”). No Order Form shall be deemed effective unless and until such Order Form is executed by Broker. In the event that a term of an Order Form conflict with a term of this Agreement, the term in the Order Form shall apply and all non-conflicting terms shall be governed by this Agreement.
2) Ownership and Licenses
a. Ownership of the Technology. BB owns and shall own the Technology, as well as all other existing and to-be-created components of the Technology, including but not limited to, software, text, layout, graphics, and other materials, aswell as the Documentation and any analytics derived from the Technology or any use of the Technology (collectively, the “Technology Components”). All improvements, updates, derivative works, modifications, customizations or enhancements, whether made, created or developed by BB or Broker relating to or concerning the Technology or Technology Components are and shall be the property of BB. The Technology andTechnology Components are protected by copyright, trademark, trade secret and other intellectual property laws. BB reserves all rights not expressly granted in this Agreement.
b. TechnologyLicense. Subject to the provisions of this Agreement, including payment of fees, BB hereby grants to Broker a limited, non-exclusive, royalty based, non-transferable limited-term license to use the Technology in the United States in connection with the Broker’s Insurance Service (the “BB Technology License”). Broker may not modify, create derivative works from, copy (other than screen shots for promotional and research purposes), distribute, license, grant a security interest in, or otherwise transfer any rights to the Technology nor reverse engineer, disassemble, decompile, translate or otherwise attempt to create the source code from the Technology.
c. Ownership of Broker Data. Broker may, from time to time, provide information or content, including relevant applications and agreements, and account and transaction information (collectively, the “Broker Data”) to BB in connection with the use of the Technology. Ownership of Broker Data shall at all times remain with the Broker.
d. Broker Data License. Broker grants BB a limited, non-exclusive, worldwide, sub-licensable royalty-free right license to: process, use, and disclose Broker Data to End-Users and Carriers in furtherance of Broker’s use of the Technology (the “Broker Data License”). Except as permitted by the Broker Data License or disclosed by BB in accordance with BB’s Privacy Policy, BB will not share Broker Data with third parties at any time during the term of this Agreement or following termination of the Agreement.
e. Usage Analytics License. Broker grants BB a perpetual, non-exclusive, worldwide, sub-licensable royalty-free right license to maintain and use Broker Data to generate anonymous software usage analytics and statistics, provided that no Broker, Broker User or End User is identified in the analytics or statistics and no other personal or specific company or policy information is revealed in the analytics or statistics (the "Usage Analytics License"). Notwithstanding anything in this Agreement to the contrary, the Usage Analytics License shall survive termination of this Agreement.
f. ThirdParty Data and License to Broker. Carriers, Wholesale Brokers and End Users may, from time to time, provide information or content, including relevant applications and agreements, and account and transaction information (collectively, the “Third-Party Data” and individually “Carrier Data”, “Wholesale Broker Data”,or “End User Data”) to BB in connection with the use of theTechnology. Ownership of Third-PartyData shall be defined in one or more separate agreements between BB and theCarrier, Wholesale Broker, or End User, as applicable. BB grants Broker a limited, non-exclusive, worldwide, royalty-free right and license to process, use and disclose Third-Party Data in connection with the use of the Technology in a manner consistent with BB’s Privacy Policy (collectively, the “Third-Party Data Licenses” and individually “Carrier Data License”, “Wholesale Broker Data License” and “End User Data License”,respectively). Notwithstanding anything in this Agreement to the contrary, the Third-Party Data Licenses shall not survive termination of this Agreement.
g. Third Party Data Analytics License. BB grants Broker a limited, non-exclusive, worldwide, royalty-free right and license to maintain, use, and provide anonymous analytics, and statistics in the ordinary course of its business, provided that no Carrier, Wholesale Broker, Broker or End Useris identified and no other personal or specific company or policy information is revealed in such data (collectively, the “Third-Party Data Analytics Licenses”and individually “Carrier Data Analytics License”, “Wholesale Broker Data Analytics License” and “End User Data Analytics License”, respectively). Notwithstanding anything in this Agreement to the contrary, the Third-Party Data Analytics Licenses shall survive termination of this Agreement.
h. Broker Trademarks and License. Broker owns any logos, trademarks, graphics, artwork, photos, text and other Broker-specific content provided by Broker to BB (collectively“Broker Marks”) and grants BB a limited, non-exclusive, non-transferable license to use the Broker Marks in the exact format provided by Broker for use in connection with BB’s promotional services. Upon termination of thisAgreement, the license shall terminate immediately. Notwithstanding the foregoing license, BB shall not use the Broker Marks without the prior approval of Broker.
3) License Fees. Unless otherwise agreed, as consideration for the License and any services, the Broker agrees to pay BB fee based on pricing set out in Exhibit C (Master Pricing Agreement) and any number of Order Forms, an example of which is reflected in Exhibit B (OrderForm). Any payment that is not paid when due shall bear interest at a rate equivalent to 1.5% per month, or at the highest contract rate allowed by law, whichever is less, from its due date until paid. Failure of Broker to pay any invoices or other charges when due shall constitute sufficient cause for BB to immediately suspend its performance hereunder and/or to terminate this Agreement. Prices are subject to change beyond the Initial Term and exclude all taxes and charges, which Broker is responsible for, as applicable.
4) Term. This Agreement is effective as of the Effective Date, and shall remain in effect until terminated by a Party in accordance with the terms set forth herein (“Contract Term”).
a) Initial Term - Each Order Form shall be effective as of the date on which such Order Form is executed unless otherwise stated in the Order Form. The Order Form shall indicate the length of the initial term (the “Order Form Initial Term”) as well as the services to be delivered and licenses to be made available.
b) Renewal Terms - Each Order Form will automatically renew for the same services, licenses, and pricing for additional terms of one (1) year (“Order Form Renewal Term(s)”) unless otherwise agreed through a different Order Form. “Order Form Term” means the Order Form Initial Term and all Order Form RenewalTerms (if any).
c) Termination - Either party may terminate this Agreement, with or without cause, by providing 90 days advanced written notice. Any licenses, other than the Usage Analytics License and Third-Party Data Licenses, provided under thisAgreement shall terminate upon termination of this Agreement for any reason.
i) If there are any active Order Forms when Broker terminates this Agreement without cause, Broker remains liable forany fees associated with this Agreement and any Fees that would have been payable by Broker to BB under any Order Form(s) for the period between the date of termination and the expiration of the current term of such Order Form had the Agreement not been terminated.
ii) If there are any active Order Forms when BB terminates the Agreement without cause, Broker remains liable for any fees associated with this Agreement and any fees that would have been payable by Broker to BB under any Order Form(s) through the termination date.
5) End User Terms. Before an End User can use the Technology, BB will require End User to agree to a default set of terms (“Default CustomerTerms”), found at https://www.brokerbuddha.com/user-terms.
6) Broker Representations and Warranties. Broker represents, warrants and covenants on behalf of itself and its Affiliates that:
a. Broker is solely responsible for supporting its End Users and communicating with EndUsers and Broker acknowledges and agrees that BB has no responsibility for thesame.
b. Broker has implemented privacy safeguards consistent with industry standards. While outside the custody of BB, Broker is solely responsible for the security of Broker Data, End User Data, and Third Party Data in its possession and implementing data security safeguards consistent with industry standards.
c. With respect to its use of End User Data and Third Party Data, Broker shall comply with BB policies including, the Default Customer Terms and BB Privacy Policy as well as any law, regulation or other governmental or administrative order, in any applicable jurisdiction related to the protection, privacy and security of personal information of natural persons, including and any federal, state, or foreign laws and regulations as well as all laws and regulations governing insurance brokerages and related services, and all applicable laws regarding the transmission of technical data exported to or from the United States or other jurisdictions and to comply with any other local laws affecting theTechnology.
d. Broker has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder.
e. Broker owns all right, title and interest in the Broker Marks (or has the authority to license the same) and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party in connection with the Technology.
f. Broker acknowledges that BB's products are not intended to collect any Protected HealthInformation ("PHI") as defined by the Health Insurance Portability and Accountability Act and its implementing regulations ("HIPAA”), or any such related law or regulation. Broker represents and warrant that you shall not upload or request an end-user to upload any PHI.
g. The signatory to this Agreement has the authority to bind Broker.From time to time, BB may reviewBroker’s use of the Technology, including in response to disputes or complaints, in order to determine whether, in BB’s discretion, Broker is in compliance with this Agreement.
7) BB Representations and Warranties.
a. Subject to the limitations set forth in this section, BB represents and warrants that it has the full right and authority to grant the licenses provided in this Agreement. BB warrants to Broker that the Technology will perform substantially in accordance with the Documentation during the Term unless otherwise specifically agreed to in writing.
b. BB has implemented privacy safeguards consistent with industry standards and shall maintain the security of Broker Data and End User Data in its possession in accordance with such standards.
c. THE WARRANTIES CONTAINED IN THIS SECTION 7 CONSTITUTE THE SOLE AND EXCLUSIVE WARRANTIES OF BB WITH RESPECT TO BROKER’S USE OF THE TECHNOLOGY . EXCEPT FOR SUCH WARRANTIES, BB MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY END USER DATA OR THIRD PARTY DATA PROVIDED TO BROKER UNDER THIS AGREEMENT, INCLUDING,WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT OR INTENDED USE. THE CONTENT IS PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OFANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NEITHER BB NORITS AFFILIATES WARRANT THAT ACCESS TO THE TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES BB OR ITS AFFILIATES MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF CONTENT. BROKER EXPRESSLY AGREES THAT BROKER’S USE OFTHE TECHNOLOGY AND RELIANCE UPON THE CONTENT IS AT BROKER’S SOLE RISK. BROKER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION OR DATA CONTAINED IN OR MADE AVAILABLE VIA THE TECHNOLOGY IS NOT INTENDED AS A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, AND SKILL OF INSURANCE PROFESSIONALS, WHO SHOULD BE CONSULTED FOR INDUSTRY KNOWLEDGE.
d. BB’S LIABILITY TO THE BROKER UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL IN NO EVENT EXCEED FEES COLLECTED BY BB FROM BROKER OVER THE PRECEDING 12 MONTHS. IN NO EVENT WILL BB BE LIABLE FOR PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES(INCLUDING LOST PROFITS) SUFFERED BY BROKER, EVEN IF IT HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIKEWISE, BB AND ITS AFFILIATES WILL NOT BE LIABLE FOR (1) ANY PERMANENT OR TEMPORARY DELAY IN THE PROVISION OFTHE ANY FEATURES WITHIN THE TECHNOLOGY; (2) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY DATA MAINTAINED OR TRANSMITTED BY OR THROUGH BROKER’S USEOF THE TECHNOLOGY; OR (3) BROKER’S FAILURE TO ACCESS THE TECHNOLOGY DUE TO MALFUNCTION(S) IN BROKER OWN EQUIPMENT OR NETWORK.
e. BB SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOW EVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY,OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF BB PRODUCTS BY BROKER FOR THE COLLECTION OF PHI.
f. THE LICENSED TECHNOLOGY INCORPORATES LICENSED COPYRIGHTED AND OTHER PROPRIETARY MATERIAL OF ACORD CORPORATION, INCLUDING ACORD STANDARDIZED FORMS. ACORD FORMS ARE LICENSED BY ACORD, NOT SOLD. YOU ACKNOWLEDGE AND AGREE THAT YOU MUST BE PARTY TO A WRITTEN LICENSE AGREEMENT DIRECTLY WITH ACORD CORPORATION IN ORDER TO USE THE ACORD FORMS CONTAINED IN THIS PRODUCT, AND REPRESENT AND WARRANT THAT YOU WILL OBTAIN SUCHA LICENSE PRIOR TO USING ACORD FORMS. NEITHER THE PROVIDER OF THIS PRODUCT, NORANY THIRD PARTY, CAN GRANT LICENSES TO USE ACORD FORMS. YOU CAN OBTAIN A LICENSE AGREEMENT PERMITTING YOU AND YOUR USERS TO USE ACORD FORMS, WHICH MAY REQUIRE YOU TO PAY FEES TO ACORD, BY CONTACTING ACORD AT +1-845-620-1700 OR THROUGH THE ADDITIONAL CONTACT INFORMATION AVAILABLE ATWWW.ACORD.ORG. ACORD FORMS ARE MODIFIED PERIODICALLY TO REFLECT CHANGING LEGAL, INDUSTRY AND OTHER REQUIREMENTS. THE ACORD FORMS CONTAINED IN THISPRODUCT MAY NOT BE THE MOST CURRENT MATERIALS THAT ACORD PUBLISHES. USING OUTDATED ACORD FORMS MAY BE PROHIBITED IN CERTAIN CASES BY GOVERNMENT REGULATORS AND INCREASES THE RISK OF LEGAL ACTION BY INSUREDS AND OTHER THIRD PARTIES.IT IS SOLELY YOUR RESPONSIBILITY TO CONFIRM THAT YOU ARE USING ONLY THE MOST CURRENT FORMS THAT ACORD PUBLISHES. YOU MAY DETERMINE THE CURRENCY OR NON-CURRENCY OF ACORD FORMS BY CONSULTING THE FORMS INFORMATION SECTION OF ACORD’S WEBSITE (WWW.ACORD.ORG). ACORD IS AN INTENDED THIRD-PARTY BENEFICIARY OF THE ABOVE PROVISIONS. THE ABOVE PROVISIONS ARE MADE EXPRESSLY FOR THE BENEFIT OF, AND ARE ENFORCEABLE BY, ACORD. THE NAME ACORD AND THE ACORD LOGO ARE REGISTERED MARKS OF ACORD CORPORATION.”
8) Conflicting Agreements or Lack of Legal Rights. Each Party represents and warrants that ithas no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude it from complying with the provisions hereof. Further, each Party represents and warrants and represents that it has the ability to provide the rights, deliverables, and licenses herein, and perform the obligations set forth herein and that it has not misrepresented its ability or authority to do so or that it will have such ability at the applicable time periods.
9) Changes to Technology. BB may update, modify, replace, refuse access to, suspend or discontinue all or portions of the Technology Components at any time and in our sole discretion. Any new features offered through the Technology are subject to the terms and conditions of this Agreement.
10) Indemnification.
a) Each Party will indemnify, defend and hold harmless the other and each other Party’s Affiliates, licensors, suppliers, officers, directors, employees, agents, subsidiaries, successors and assigns against any third party claims, lawsuits, allegations, and investigations, and any related damages, losses, expenses, and penalties(including attorney fees) (“Claims”)arising out of or in connection with (i) the indemnified Party’s use of names, logos, or other marketing-related content provided by the indemnifying Party for use in connection with this Agreement; (ii) any breach or alleged breach by the indemnifying Party or its Affiliates of this Agreement or of the representations and warranties herein; and/or (iii) any violation of law or regulation by the indemnifying Party.
b) Broker will indemnify, defend and hold harmless BB and BB’s Affiliates, licensors, suppliers, officers, directors, employees, agents, subsidiaries, successors and assigns against any Claims arising out of (i) the quality or delivery of the insurance information andproducts and services provided by Broker to BB; and or (ii) relating to the disclosure of PHI or a violation of HIPAA.
c) BB will indemnify, defend and hold harmless Broker and Broker’s Affiliates, licensors, suppliers, officers, directors, employees, agents, subsidiaries, successors and assigns against any thirdparty Claims that the Technology, when used by the Broker in accordance with the terms of the Agreement, infringes a patent, copyright, trade secret or other proprietary right of a third party.
d) Each Party shall have the right to participate in the defense of a claim with counsel of the Party’s choice at theParty’s expense. Neither Party shall, without the express written consent of the other Party, settle or compromise any claim, or consent to the entry of any judgment that imposes any liability or obligation upon the other Party or admit to any wrongdoing on the part of the other Party.
11) Governing Law; Forum. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, excluding its choice of laws rules. The Parties agree that thisAgreement that any dispute, controversy or claim arising out of this Agreement or the breach, termination or validity hereof, shall be submitted to the exclusive jurisdiction of the New York courts. Either Party shall be entitled to seek preliminary or final injunctive relief, if possible, or any similar relief, and any other remedies available to it at law with respect to the enforcement of its rights under this Agreement. Notwithstanding the above, either Party shall be entitled to seek injunctive relief and any other remedies available to it at law or in equity from any court of competent jurisdiction with respect to the enforcement of its intellectual property rights and the other confidentiality obligations under this Agreement. This Agreement shall exclude the United Nations Convention on Contracts for the Sale of Goods.
12) Notices. BB may deliver notice to you under this Agreement by means of electronic mail, or by written communication delivered by first class U.S.mail to Broker’s address on record. Any notices to BB must be sent to: Broker Buddha Technologies Inc 7 E. 20th St#4R New York, NY 10003 jason@brokerbuddha.com
13) Assignment. Neither Party shall assign this Agreement to any third party, except for its Affiliates, without the prior written consent of the other Party. Any purported assignment in violation of this subsection shall be null and void. Notwithstanding the foregoing, either Party may assign this Agreement to a successor in interest upon any reorganization, change of control, merger, acquisition, or sale of all or substantially all of the assets of the assigning Party. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns, if assigned.
14) Severability. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be held to be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall be interpreted so as best to reasonably effect the intent of the Parties hereto. The Parties further agree to replace such invalid or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the invalid or unenforceable provision.
15) Entire Agreement. This Agreement, the attached exhibits, and any fee schedules provided toBroker, constitute the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the Parties with respect hereto and thereto. In the event of any conflict between this Agreement and theDocumentation, this Agreement shall prevail.
16) Waivers. The waiver by a Partyof any breach hereof for default in payment of any amount due hereunder ordefault in the performance hereof shall not be deemed to constitute a waiver ofany other default or any succeeding breach or default.
17) Survival. The Parties' rights and obligations under sections intended by their nature to survive including, without limitation, payment, intellectual property, limits on warranties and liability, indemnity, termination and choice of law provisions shall survive the termination or expiration of this Agreement.
18) Publicity. Notwithstanding anything herein to the contrary, BB may refer to Broker as a buyer of BB’s products and services in its marketing and advertising materials and may freely display the Broker website to others or on the BB website. Nothing contained in this Agreement shall restrict or preclude BB from using BB’s intellectual property and its general knowledge, skill and know-how to license the Technology or similar products and services to Broker's competitors for deployment in Broker's target markets.
Definitions
"Broker" shall mean the party who acknowledge this agreement on their on behalf or on behalf of their company.
“End User” shall mean an individual representing themselves or their company who is either a client or prospective client of Broker.·
“Affiliates”means any Party’s affiliated and related entities and subsidiaries, and all of their agents, officers, directors and employees.·
“Broker User” shall mean a user of the Technology who is employed by Broker or its Affiliates and has been granted permission by Broker to access and use the Technology in accordance with the terms and conditions of this Agreement.·
“Wholesale Brokers” shall mean wholesale brokers, and general agencies that use the Technology. “Carrier” shall mean any insurer, insurance provider or insurance company.
The Parties, on behalf of themselves and their Affiliates now agree:
1) Services. From time to time BB and Broker may enter into order forms(“Order Forms”) substantially in the form of Exhibit B for the services identified therein (the “Services”). No Order Form shall be deemed effective unless and until such Order Form is executed by Broker. In the event that a term of an Order Form conflict with a term of this Agreement, the term in the Order Form shall apply and all non-conflicting terms shall be governed by this Agreement.
2) Ownership and Licenses
a. Ownership of the Technology. BB owns and shall own the Technology, as well as all other existing and to-be-created components of the Technology, including but not limited to, software, text, layout, graphics, and other materials, aswell as the Documentation and any analytics derived from the Technology or any use of the Technology (collectively, the “Technology Components”). All improvements, updates, derivative works, modifications, customizations or enhancements, whether made, created or developed by BB or Broker relating to or concerning the Technology or Technology Components are and shall be the property of BB. The Technology andTechnology Components are protected by copyright, trademark, trade secret and other intellectual property laws. BB reserves all rights not expressly granted in this Agreement.
b. TechnologyLicense. Subject to the provisions of this Agreement, including payment of fees, BB hereby grants to Broker a limited, non-exclusive, royalty based, non-transferable limited-term license to use the Technology in the United States in connection with the Broker’s Insurance Service (the “BB Technology License”). Broker may not modify, create derivative works from, copy (other than screen shots for promotional and research purposes), distribute, license, grant a security interest in, or otherwise transfer any rights to the Technology nor reverse engineer, disassemble, decompile, translate or otherwise attempt to create the source code from the Technology.
c. Ownership of Broker Data. Broker may, from time to time, provide information or content, including relevant applications and agreements, and account and transaction information (collectively, the “Broker Data”) to BB in connection with the use of the Technology. Ownership of Broker Data shall at all times remain with the Broker.
d. Broker Data License. Broker grants BB a limited, non-exclusive, worldwide, sub-licensable royalty-free right license to: process, use, and disclose Broker Data to End-Users and Carriers in furtherance of Broker’s use of the Technology (the “Broker Data License”). Except as permitted by the Broker Data License or disclosed by BB in accordance with BB’s Privacy Policy, BB will not share Broker Data with third parties at any time during the term of this Agreement or following termination of the Agreement.
e. Usage Analytics License. Broker grants BB a perpetual, non-exclusive, worldwide, sub-licensable royalty-free right license to maintain and use Broker Data to generate anonymous software usage analytics and statistics, provided that no Broker, Broker User or End User is identified in the analytics or statistics and no other personal or specific company or policy information is revealed in the analytics or statistics (the "Usage Analytics License"). Notwithstanding anything in this Agreement to the contrary, the Usage Analytics License shall survive termination of this Agreement.
f. ThirdParty Data and License to Broker. Carriers, Wholesale Brokers and End Users may, from time to time, provide information or content, including relevant applications and agreements, and account and transaction information (collectively, the “Third-Party Data” and individually “Carrier Data”, “Wholesale Broker Data”,or “End User Data”) to BB in connection with the use of theTechnology. Ownership of Third-PartyData shall be defined in one or more separate agreements between BB and theCarrier, Wholesale Broker, or End User, as applicable. BB grants Broker a limited, non-exclusive, worldwide, royalty-free right and license to process, use and disclose Third-Party Data in connection with the use of the Technology in a manner consistent with BB’s Privacy Policy (collectively, the “Third-Party Data Licenses” and individually “Carrier Data License”, “Wholesale Broker Data License” and “End User Data License”,respectively). Notwithstanding anything in this Agreement to the contrary, the Third-Party Data Licenses shall not survive termination of this Agreement.
g. Third Party Data Analytics License. BB grants Broker a limited, non-exclusive, worldwide, royalty-free right and license to maintain, use, and provide anonymous analytics, and statistics in the ordinary course of its business, provided that no Carrier, Wholesale Broker, Broker or End Useris identified and no other personal or specific company or policy information is revealed in such data (collectively, the “Third-Party Data Analytics Licenses”and individually “Carrier Data Analytics License”, “Wholesale Broker Data Analytics License” and “End User Data Analytics License”, respectively). Notwithstanding anything in this Agreement to the contrary, the Third-Party Data Analytics Licenses shall survive termination of this Agreement.
h. Broker Trademarks and License. Broker owns any logos, trademarks, graphics, artwork, photos, text and other Broker-specific content provided by Broker to BB (collectively“Broker Marks”) and grants BB a limited, non-exclusive, non-transferable license to use the Broker Marks in the exact format provided by Broker for use in connection with BB’s promotional services. Upon termination of thisAgreement, the license shall terminate immediately. Notwithstanding the foregoing license, BB shall not use the Broker Marks without the prior approval of Broker.
3) License Fees. Unless otherwise agreed, as consideration for the License and any services, the Broker agrees to pay BB fee based on pricing set out in Exhibit C (Master Pricing Agreement) and any number of Order Forms, an example of which is reflected in Exhibit B (OrderForm). Any payment that is not paid when due shall bear interest at a rate equivalent to 1.5% per month, or at the highest contract rate allowed by law, whichever is less, from its due date until paid. Failure of Broker to pay any invoices or other charges when due shall constitute sufficient cause for BB to immediately suspend its performance hereunder and/or to terminate this Agreement. Prices are subject to change beyond the Initial Term and exclude all taxes and charges, which Broker is responsible for, as applicable.
4) Term. This Agreement is effective as of the Effective Date, and shall remain in effect until terminated by a Party in accordance with the terms set forth herein (“Contract Term”).
a) Initial Term - Each Order Form shall be effective as of the date on which such Order Form is executed unless otherwise stated in the Order Form. The Order Form shall indicate the length of the initial term (the “Order Form Initial Term”) as well as the services to be delivered and licenses to be made available.
b) Renewal Terms - Each Order Form will automatically renew for the same services, licenses, and pricing for additional terms of one (1) year (“Order Form Renewal Term(s)”) unless otherwise agreed through a different Order Form. “Order Form Term” means the Order Form Initial Term and all Order Form RenewalTerms (if any).
c) Termination - Either party may terminate this Agreement, with or without cause, by providing 90 days advanced written notice. Any licenses, other than the Usage Analytics License and Third-Party Data Licenses, provided under thisAgreement shall terminate upon termination of this Agreement for any reason.
i) If there are any active Order Forms when Broker terminates this Agreement without cause, Broker remains liable forany fees associated with this Agreement and any Fees that would have been payable by Broker to BB under any Order Form(s) for the period between the date of termination and the expiration of the current term of such Order Form had the Agreement not been terminated.
ii) If there are any active Order Forms when BB terminates the Agreement without cause, Broker remains liable for any fees associated with this Agreement and any fees that would have been payable by Broker to BB under any Order Form(s) through the termination date.
5) End User Terms. Before an End User can use the Technology, BB will require End User to agree to a default set of terms (“Default CustomerTerms”), found at https://www.brokerbuddha.com/user-terms.
6) Broker Representations and Warranties. Broker represents, warrants and covenants on behalf of itself and its Affiliates that:
a. Broker is solely responsible for supporting its End Users and communicating with EndUsers and Broker acknowledges and agrees that BB has no responsibility for thesame.
b. Broker has implemented privacy safeguards consistent with industry standards. While outside the custody of BB, Broker is solely responsible for the security of Broker Data, End User Data, and Third Party Data in its possession and implementing data security safeguards consistent with industry standards.
c. With respect to its use of End User Data and Third Party Data, Broker shall comply with BB policies including, the Default Customer Terms and BB Privacy Policy as well as any law, regulation or other governmental or administrative order, in any applicable jurisdiction related to the protection, privacy and security of personal information of natural persons, including and any federal, state, or foreign laws and regulations as well as all laws and regulations governing insurance brokerages and related services, and all applicable laws regarding the transmission of technical data exported to or from the United States or other jurisdictions and to comply with any other local laws affecting theTechnology.
d. Broker has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder.
e. Broker owns all right, title and interest in the Broker Marks (or has the authority to license the same) and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party in connection with the Technology.
f. Broker acknowledges that BB's products are not intended to collect any Protected HealthInformation ("PHI") as defined by the Health Insurance Portability and Accountability Act and its implementing regulations ("HIPAA”), or any such related law or regulation. Broker represents and warrant that you shall not upload or request an end-user to upload any PHI.
g. The signatory to this Agreement has the authority to bind Broker.From time to time, BB may reviewBroker’s use of the Technology, including in response to disputes or complaints, in order to determine whether, in BB’s discretion, Broker is in compliance with this Agreement.
7) BB Representations and Warranties.
a. Subject to the limitations set forth in this section, BB represents and warrants that it has the full right and authority to grant the licenses provided in this Agreement. BB warrants to Broker that the Technology will perform substantially in accordance with the Documentation during the Term unless otherwise specifically agreed to in writing.
b. BB has implemented privacy safeguards consistent with industry standards and shall maintain the security of Broker Data and End User Data in its possession in accordance with such standards.
c. THE WARRANTIES CONTAINED IN THIS SECTION 7 CONSTITUTE THE SOLE AND EXCLUSIVE WARRANTIES OF BB WITH RESPECT TO BROKER’S USE OF THE TECHNOLOGY . EXCEPT FOR SUCH WARRANTIES, BB MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY END USER DATA OR THIRD PARTY DATA PROVIDED TO BROKER UNDER THIS AGREEMENT, INCLUDING,WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT OR INTENDED USE. THE CONTENT IS PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OFANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NEITHER BB NORITS AFFILIATES WARRANT THAT ACCESS TO THE TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES BB OR ITS AFFILIATES MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF CONTENT. BROKER EXPRESSLY AGREES THAT BROKER’S USE OFTHE TECHNOLOGY AND RELIANCE UPON THE CONTENT IS AT BROKER’S SOLE RISK. BROKER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION OR DATA CONTAINED IN OR MADE AVAILABLE VIA THE TECHNOLOGY IS NOT INTENDED AS A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, AND SKILL OF INSURANCE PROFESSIONALS, WHO SHOULD BE CONSULTED FOR INDUSTRY KNOWLEDGE.
d. BB’S LIABILITY TO THE BROKER UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL IN NO EVENT EXCEED FEES COLLECTED BY BB FROM BROKER OVER THE PRECEDING 12 MONTHS. IN NO EVENT WILL BB BE LIABLE FOR PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES(INCLUDING LOST PROFITS) SUFFERED BY BROKER, EVEN IF IT HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIKEWISE, BB AND ITS AFFILIATES WILL NOT BE LIABLE FOR (1) ANY PERMANENT OR TEMPORARY DELAY IN THE PROVISION OFTHE ANY FEATURES WITHIN THE TECHNOLOGY; (2) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY DATA MAINTAINED OR TRANSMITTED BY OR THROUGH BROKER’S USEOF THE TECHNOLOGY; OR (3) BROKER’S FAILURE TO ACCESS THE TECHNOLOGY DUE TO MALFUNCTION(S) IN BROKER OWN EQUIPMENT OR NETWORK.
e. BB SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOW EVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY,OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF BB PRODUCTS BY BROKER FOR THE COLLECTION OF PHI.
f. THE LICENSED TECHNOLOGY INCORPORATES LICENSED COPYRIGHTED AND OTHER PROPRIETARY MATERIAL OF ACORD CORPORATION, INCLUDING ACORD STANDARDIZED FORMS. ACORD FORMS ARE LICENSED BY ACORD, NOT SOLD. YOU ACKNOWLEDGE AND AGREE THAT YOU MUST BE PARTY TO A WRITTEN LICENSE AGREEMENT DIRECTLY WITH ACORD CORPORATION IN ORDER TO USE THE ACORD FORMS CONTAINED IN THIS PRODUCT, AND REPRESENT AND WARRANT THAT YOU WILL OBTAIN SUCHA LICENSE PRIOR TO USING ACORD FORMS. NEITHER THE PROVIDER OF THIS PRODUCT, NORANY THIRD PARTY, CAN GRANT LICENSES TO USE ACORD FORMS. YOU CAN OBTAIN A LICENSE AGREEMENT PERMITTING YOU AND YOUR USERS TO USE ACORD FORMS, WHICH MAY REQUIRE YOU TO PAY FEES TO ACORD, BY CONTACTING ACORD AT +1-845-620-1700 OR THROUGH THE ADDITIONAL CONTACT INFORMATION AVAILABLE ATWWW.ACORD.ORG. ACORD FORMS ARE MODIFIED PERIODICALLY TO REFLECT CHANGING LEGAL, INDUSTRY AND OTHER REQUIREMENTS. THE ACORD FORMS CONTAINED IN THISPRODUCT MAY NOT BE THE MOST CURRENT MATERIALS THAT ACORD PUBLISHES. USING OUTDATED ACORD FORMS MAY BE PROHIBITED IN CERTAIN CASES BY GOVERNMENT REGULATORS AND INCREASES THE RISK OF LEGAL ACTION BY INSUREDS AND OTHER THIRD PARTIES.IT IS SOLELY YOUR RESPONSIBILITY TO CONFIRM THAT YOU ARE USING ONLY THE MOST CURRENT FORMS THAT ACORD PUBLISHES. YOU MAY DETERMINE THE CURRENCY OR NON-CURRENCY OF ACORD FORMS BY CONSULTING THE FORMS INFORMATION SECTION OF ACORD’S WEBSITE (WWW.ACORD.ORG). ACORD IS AN INTENDED THIRD-PARTY BENEFICIARY OF THE ABOVE PROVISIONS. THE ABOVE PROVISIONS ARE MADE EXPRESSLY FOR THE BENEFIT OF, AND ARE ENFORCEABLE BY, ACORD. THE NAME ACORD AND THE ACORD LOGO ARE REGISTERED MARKS OF ACORD CORPORATION.”
8) Conflicting Agreements or Lack of Legal Rights. Each Party represents and warrants that ithas no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude it from complying with the provisions hereof. Further, each Party represents and warrants and represents that it has the ability to provide the rights, deliverables, and licenses herein, and perform the obligations set forth herein and that it has not misrepresented its ability or authority to do so or that it will have such ability at the applicable time periods.
9) Changes to Technology. BB may update, modify, replace, refuse access to, suspend or discontinue all or portions of the Technology Components at any time and in our sole discretion. Any new features offered through the Technology are subject to the terms and conditions of this Agreement.
10) Indemnification.
a) Each Party will indemnify, defend and hold harmless the other and each other Party’s Affiliates, licensors, suppliers, officers, directors, employees, agents, subsidiaries, successors and assigns against any third party claims, lawsuits, allegations, and investigations, and any related damages, losses, expenses, and penalties(including attorney fees) (“Claims”)arising out of or in connection with (i) the indemnified Party’s use of names, logos, or other marketing-related content provided by the indemnifying Party for use in connection with this Agreement; (ii) any breach or alleged breach by the indemnifying Party or its Affiliates of this Agreement or of the representations and warranties herein; and/or (iii) any violation of law or regulation by the indemnifying Party.
b) Broker will indemnify, defend and hold harmless BB and BB’s Affiliates, licensors, suppliers, officers, directors, employees, agents, subsidiaries, successors and assigns against any Claims arising out of (i) the quality or delivery of the insurance information andproducts and services provided by Broker to BB; and or (ii) relating to the disclosure of PHI or a violation of HIPAA.
c) BB will indemnify, defend and hold harmless Broker and Broker’s Affiliates, licensors, suppliers, officers, directors, employees, agents, subsidiaries, successors and assigns against any thirdparty Claims that the Technology, when used by the Broker in accordance with the terms of the Agreement, infringes a patent, copyright, trade secret or other proprietary right of a third party.
d) Each Party shall have the right to participate in the defense of a claim with counsel of the Party’s choice at theParty’s expense. Neither Party shall, without the express written consent of the other Party, settle or compromise any claim, or consent to the entry of any judgment that imposes any liability or obligation upon the other Party or admit to any wrongdoing on the part of the other Party.
11) Governing Law; Forum. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, excluding its choice of laws rules. The Parties agree that thisAgreement that any dispute, controversy or claim arising out of this Agreement or the breach, termination or validity hereof, shall be submitted to the exclusive jurisdiction of the New York courts. Either Party shall be entitled to seek preliminary or final injunctive relief, if possible, or any similar relief, and any other remedies available to it at law with respect to the enforcement of its rights under this Agreement. Notwithstanding the above, either Party shall be entitled to seek injunctive relief and any other remedies available to it at law or in equity from any court of competent jurisdiction with respect to the enforcement of its intellectual property rights and the other confidentiality obligations under this Agreement. This Agreement shall exclude the United Nations Convention on Contracts for the Sale of Goods.
12) Notices. BB may deliver notice to you under this Agreement by means of electronic mail, or by written communication delivered by first class U.S.mail to Broker’s address on record. Any notices to BB must be sent to: Broker Buddha Technologies Inc 7 E. 20th St#4R New York, NY 10003 jason@brokerbuddha.com
13) Assignment. Neither Party shall assign this Agreement to any third party, except for its Affiliates, without the prior written consent of the other Party. Any purported assignment in violation of this subsection shall be null and void. Notwithstanding the foregoing, either Party may assign this Agreement to a successor in interest upon any reorganization, change of control, merger, acquisition, or sale of all or substantially all of the assets of the assigning Party. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns, if assigned.
14) Severability. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be held to be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall be interpreted so as best to reasonably effect the intent of the Parties hereto. The Parties further agree to replace such invalid or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the invalid or unenforceable provision.
15) Entire Agreement. This Agreement, the attached exhibits, and any fee schedules provided toBroker, constitute the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the Parties with respect hereto and thereto. In the event of any conflict between this Agreement and theDocumentation, this Agreement shall prevail.
16) Waivers. The waiver by a Partyof any breach hereof for default in payment of any amount due hereunder ordefault in the performance hereof shall not be deemed to constitute a waiver ofany other default or any succeeding breach or default.
17) Survival. The Parties' rights and obligations under sections intended by their nature to survive including, without limitation, payment, intellectual property, limits on warranties and liability, indemnity, termination and choice of law provisions shall survive the termination or expiration of this Agreement.
18) Publicity. Notwithstanding anything herein to the contrary, BB may refer to Broker as a buyer of BB’s products and services in its marketing and advertising materials and may freely display the Broker website to others or on the BB website. Nothing contained in this Agreement shall restrict or preclude BB from using BB’s intellectual property and its general knowledge, skill and know-how to license the Technology or similar products and services to Broker's competitors for deployment in Broker's target markets.
Exhibit A
THE TECHNOLOGY All technology and service provided or produced at any time by BB. This shall include, but not be limited to, technologies relating to insurance client applications and underwriter applications.
Exhibit B
ORDER FORM - to be provided by your BB contact
Exhibit C
MASTER PRICING AGREEMENT - to be provided by your BB contact
Contact Us
If You have any questions about these terms or wish to notify BB in relation to your use of BB's Services, you may contact Broker Buddha by email at help@brokerbuddha.com or by mail at:
7 East 20th St., 4R
New York, NY 10003
.svg)
