Terms of service
Effective Date: July 25, 2019
1. ACCEPTANCE AND MODIFICATIONS
DAIS Technology, Inc. (“DAIS,” “we,” “us,” and “our”) makes available this Internet of Insurance™ platform and related technology and services (collectively, “Internet of Insurance™”) for the purposes of facilitating insurance coverage transactions among agencies, carriers, and customers (“you” and “your”), subject to these Terms of Service (these “Terms”). These Terms establish the terms, conditions, rights, and responsibilities applicable to your access and use of the Internet of Insurance™. Unless explicitly stated otherwise, any new features that augment or enhance the Internet of Insurance™ shall be subject to these Terms. Your breach of any of these Terms causes an automatic termination of the rights and licenses granted to you under these Terms. Notwithstanding any of the foregoing, if you are an individual and you are accessing and using the Internet of Insurance™ on behalf of your company (“Company”), and your Company has entered into a signed, written agreement with us regarding your Company’s use of the Internet of Insurance™ (“Agreement”), then your access and use of the Internet of Insurance™ shall additionally be subject to the terms and conditions of the Agreement. In the event of any conflict or inconsistency between these Terms and the Agreement, the Agreement shall control.
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING AND USING THE INTERNET OF INSURANCE™. BY CLICKING “I ACCEPT” OR ACCESSING OR USING THE INTERNET OF INSURANCE™, YOU ARE AGREEING TO COMPLY WITH THESE TERMS. IF YOU ARE NOT AUTHORIZED BY DAIS TO ACCESS OR USE THE INTERNET OF INSURANCE™, OR IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS, USE, OR OTHERWISE ENGAGE WITH THE INTERNET OF INSURANCE™.
We may change these Terms from time to time for any reason with or without notice. If you do not agree with the new version, you must immediately stop using the Internet of Insurance™.
2. OUR PROPRIETARY RIGHT
We own all intellectual property and proprietary rights, title, and interest in and to the Internet of Insurance™. Except for the limited use rights granted to you in these Terms, you agree that you do not have and will not acquire any right, title, or interest in any of our intellectual property or other proprietary rights. Any rights not expressly granted in these Terms are expressly reserved.
3. USE OF THE INTERNET OF INSURANCE™
We grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Internet of Insurance™ solely for your internal business purposes in accordance with these Terms. You may not sublicense, redistribute, or otherwise allow third parties to access or use the Internet of Insurance™ directly or indirectly, whether on a time sharing, remote job entry, or service bureau arrangement. Any access to or use of the Internet of Insurance™ beyond these limitations will be subject to DAIS’s prior written consent and payment of any applicable fees.
When accessing and using the Internet of Insurance™, you agree to comply with all applicable federal, state, and local laws. Except as expressly permitted in these Terms, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit the Internet of Insurance™ for any purpose whatsoever without obtaining prior written consent from us.
You may not cause any harm to or otherwise interfere with the Internet of Insurance™, including by (but not limited to):
removing, altering, covering, or distorting any copyright, trademark, or other proprietary rights notice displayed on or in the Internet of Insurance™;
circumventing, disabling, or otherwise interfering with security-related features of the Internet of Insurance™;
transmitting, using, distributing, or uploading programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses, spyware, or other potentially harmful programs or material;
collecting or harvesting any data from the Internet of Insurance™, including but not limited to user names, passwords, or email addresses;
impairing, disabling, or interfering with the proper working of the Internet of Insurance™, or attempting to do the same;
modifying, creating derivative works from, decompiling, reverse engineering, disassembling, or otherwise attempting to derive the source code of any portion of the Internet of Insurance™;
using the Internet of Insurance™ for purposes of benchmarking or competitive analysis, or
for developing, using or providing a competing software product or service;
diverting users or providing links to any other site or system that mimics, passes itself off as, or is similar to the Internet of Insurance™;
engaging in any activity, or encouraging or assisting any third party to engage in any
activity, that violates these Terms or any local, state, or federal law; or
violating U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce;
You will cooperate with us to investigate any suspected or actual activity that we suspect may be in breach of these Terms.
You (or your Company) shall pay DAIS all fees specified in the Agreement or any applicable order document between you and DAIS (or any other applicable related entity).
To set up an account on the Internet of Insurance™ (“Account”), you may be asked to provide your name, email address, or other similar information. You may also be asked to create an Account password. You are responsible for maintaining the confidentiality of your password and Account.
You are fully responsible for all uses of your password and Account, including any unauthorized use. You agree to: (a) keep your password confidential and not share it with anyone else, and (b) immediately notify us of any unauthorized use of your password or Account.
You acknowledge and agree that we are authorized to act on instructions received through use of your password and Account, and that we may, but are not obligated to, deny access or block any request made through use of your password or Account without prior notice if we believe your password and Account are being used by someone other than you, or for any other reason.
6. USER DATA AND FEEDBACK
(A) User Data. As between you and DAIS, you own all intellectual property and other right, title, and interest in and to any data, information, and other materials (collectively, “User Data”) that you upload to or through the Internet of Insurance™. You are solely responsible for all of your User Data. Except as expressly set forth in these Terms, DAIS does not acquire any right, title, or interest in or to your User Data. By uploading or submitting any User Data to or through the Internet of Insurance™, you grant to DAIS a worldwide, royalty-free, fully paid-up, perpetual, irrevocable, non-exclusive right and license to use your User Data as we deem necessary to provide and promote the Internet of Insurance™, including but not limited to improving the Internet of Insurance™, aggregating User Data for purposes of running statistics, analytics and performing benchmarking, and for other internal purposes of DAIS (to be used only internally by DAIS, and not distributed to any third party without the express written consent of you).
(B) User Data Restrictions. Your use of the Internet of Insurance™ constitutes your agreement that all User Data that you upload, store, submit and/or use comply with these Terms. You are solely responsible for evaluating all of your User Data against, and ensuring the compliance of all of User Data with, these Terms, and you accept sole liability and responsibility for any of your User Data that does not comply with these Terms or applicable laws or regulations.
Your User Data violates these Terms and is prohibited from the Internet of Insurance™ if it:
might constitute “spam”, including repetitive content or misleading information;
displays (via text, images, video, or other media) or links to:
content that is harassing, threatening, abusive, libelous, defamatory, or invasive of privacy or publicity rights;
content that interferes with the functioning of any servers, networks, or services of others;
promotions of hate or incitement of violence; or
pornography, obscenity, nudity, sexual activity, or any other content that DAIS may find inappropriate or otherwise objectionable (as determined by DAIS in its sole discretion);
infringes, misappropriates, or otherwise violates the intellectual property rights of others; OR
violates any applicable local, state, or federal law or regulation.
We have the right, but do not assume the obligation or responsibility, to monitor User Data and to determine whether User Data complies with applicable laws and these Terms.
(C) Feedback. Notwithstanding anything in these Terms to the contrary, by submitting to us any comments, suggestions, feedback, questions, or other similar information regarding your use of or experience with the Internet of Insurance™ (“Feedback”), you hereby irrevocably assign, and agree to further assign, to DAIS the entire right, title, and interest in and to any such Feedback, including all intellectual property rights therein. For the avoidance of doubt, we have the right to use your Feedback for any purpose, including without limitation to improve and enhance our products and services (including but not limited to the Internet of Insurance™), to develop new features or functionality, and to otherwise use and exploit your Feedback for our business purposes.
7. TERMINATION OF ACCESS
We may, in our sole and absolute discretion and without notice or liability to you or any third party, immediately suspend, limit your access to and/or terminate your license and access to the Internet of Insurance™ for any of the following reasons: (a) if we believe in our sole discretion that you have violated these Terms or any applicable laws or regulations; (b) at the request of law enforcement, government agencies, or courts; (c) if unexpected technical or security issues or problems arise; or (d) if we believe in our sole discretion that your access to or use of the Internet of Insurance™ may create risk (including but not limited to legal risk) for us, our affiliates, contractual partners, or users.
Any suspension or termination shall not affect your obligations to us under these Terms. The provisions of these Terms which by their nature should survive the suspension or termination of your use of the Internet of Insurance™, shall survive including, but not limited to, the indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law and all of the other miscellaneous provisions set forth below.
You agree to indemnify, defend, and hold DAIS and its parents, subsidiaries, related companies, and controlled affiliates, and its and their respective members, officers, directors, employees, agents, partners, licensors, service providers, strategic partners, and distribution partners (collectively, the “Indemnified Parties”), harmless in connection with any claims, liabilities, losses, damages, obligations, costs, and expenses (including but not limited to reasonable attorneys’ fees and costs) (“Claims”) arising out of or relating to (a) your access to or use of the Internet of Insurance™, (b) your breach of these Terms, (c) your acts and omissions relating to any of the foregoing, or (d) the Indemnified Parties’ use of your User Data as permitted under these Terms. We have the right to control the defense, settlement and/or other resolution of any Claims, at your sole cost and expense. You may not settle or otherwise resolve any Claim without our express written permission.
9. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE INTERNET OF INSURANCE™ IS AT YOUR SOLE RISK. THE INTERNET OF INSURANCE™ IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT OF THE LAW, THE INDEMNIFIED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY: (A) WARRANTIES THAT THE INTERNET OF INSURANCE™ WILL MEET YOUR REQUIREMENTS; (B) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE INTERNET OF INSURANCE™; (C) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (D) WARRANTIES CONCERNING THE CAPACITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE INTERNET OF INSURANCE™; AND (E) WARRANTIES THAT THE INTERNET OF INSURANCE™ WILL BE ERROR-FREE OR THAT ERRORS IN THE INTERNET OF INSURANCE™ WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE INTERNET OF INSURANCE™ SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS, INCLUDING THAT IT SHALL NOT BE DEEMED TO BE FINANCIAL OR LEGAL ADVICE. WITHOUT LIMITING ANY OF THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU SHALL BE SOLELY RESPONSIBLE FOR, AND THE INDEMNIFIED PARTIES SHALL HAVE NO RESPONSIBILITY FOR, ANY INTERACTIONS (INCLUDING ANY ACTS, OMISSIONS, OR DECISIONS THAT YOU MAKE BASED ON ANY USER DATA), TRANSACTIONS, PRODUCTS, OR SERVICES THAT YOU HAVE OR PROVIDE WITH OR TO ANY OTHER USER, WHETHER THROUGH THE INTERNET OF INSURANCE™ OR OTHERWISE. ANY TRANSACTION THAT YOU MAKE WITH ANY OTHER USER THROUGH THE INTERNET OF INSURANCE™ IS SOLELY BETWEEN YOU AND SUCH OTHER USER, AND THE INDEMNIFIED PARTIES SHALL HAVE NO RESPONSIBILITY FOR SUCH TRANSACTION, OR THE FULFILLMENT, HANDLING, COMPLETION, OUTCOME, OR EFFECTS THEREOF. YOU HEREBY RELEASE THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LIABILITY ARISING IN CONNECTION WITH ANY SUCH INTERACTION, TRANSACTION, PRODUCT, OR SERVICE.
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY PARTY, WILL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF LOSS OF USE, DATA LOSS, OR OTHER INTANGIBLE LOSSES (EVEN IF THE INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR YOUR INABILITY TO USE, THE INTERNET OF INSURANCE™, UNDER ANY THEORY OF LIABILITY. YOUR SOLE REMEDY, AND OUR AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS OR YOUR ACCESS TO OR USE OF THE INTERNET OF INSURANCE™ SHALL IN ALL EVENTS BE LIMITED TO THE GREATER OF: (A) THE AMOUNT OF FEES PAID TO DAIS FOR YOUR USE OF THE INTERNET OF INSURANCE™ DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LIABILITY AROSE; AND (B) ONE DOLLAR ($1.00). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE PROVISIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT OF THE LAW.
(A) Governing Law. These Terms and the relationship between you and us shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions. You and DAIS expressly agree that the federal and state courts in Cook County, Illinois will have exclusive jurisdiction and venue under these Terms, and each party hereby agrees to submit to such jurisdiction exclusively.
(B) Waiver and Severability of Terms. The failure of DAIS to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the invalid or unenforceable provision, and all other provisions of these Terms shall remain in full force and effect.
(C) No Contest. Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.
(D) Assignment. We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent.
(E) Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Internet of Insurance™ or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
(F) Entire Agreement. These Terms, together with any applicable order document entered into and signed by the parties, constitute the entire agreement between you and us with respect to your access to and use of the Internet of Insurance™, and any and all other written or oral agreements or understandings previously existing between you and us with respect to the subject matter hereof are hereby superseded and cancelled.