Confluency Solutions, Inc.

Confluency Customer Agreement

This web site and its software tools (collectively “Software”) are licensed by Confluency Solutions, Inc. (“Confluency” or “We”) to the independent insurance agency or company from whose web site you accessed this Software. However, the Software is offered to you by Confluency, and your continued use of the Software is conditioned on your acceptance without modification of the terms, conditions and notices contained below (the “Agreement”). Please read them carefully. By clicking on the “I Accept” button you indicate that you have read and understand this Agreement, and agree to be bound by the terms and conditions contained herein.

If you do not accept this Agreement, you exit this page immediately.

1.Insurance Advice Disclaimer; Software Tool Only

1.1 Disclaimer: YOU ACKNOWLEDGE THAT THE SOFTWARE IS A TOOL FOR YOU TO RESEARCH YOUR INSURANCE NEEDS AND RISKS IN CONJUNCTION WITH ADVICE FROM AN INSURANCE AGENT. IT IS INTENDED FOR GENERAL GUIDANCE ONLY. INDIVIDUAL INSURANCE POLICY TERMS MAY DIFFER AND SPECIFIC RISK CHARACTERISTICS MAY RESULT IN RECOMMENDATIONS AND OUTCOMES DIFFERENT FROM THOSE PROVIDED BY THE SOFTWARE. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT CONFLUENCY IS NOT PROVIDING INSURANCE ADVICE TO YOU (AS MAY BE DEFINED BY THE LAWS OF ANY JURISDICTION). YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS MERELY A TOOL TO ASSIST YOU FOR RESEARCH PURPOSES AND TO FACILITATE COMMUNICATION BETWEEN YOU AND YOUR INSURANCE AGENT.

1.2 No Reliance; Release of Liability: You agree not to rely on the Software as a substitute for the advice of a licensed insurance agent. You shall release and hold Confluency harmless against all liability for any claim that Confluency has engaged in unlawful dispense of insurance advice.

2. License and Restrictions on Use

2.1 License: Confluency grants to you a nonexclusive, revocable, limited license to use the Software only for research purposes during the term of this Agreement.

2.2 Ownership: Title to and ownership of the Software and intellectual property including, without limitation, any patent, trademark, copyrights, relating to thereto shall at all times remain with Confluency. You expressly acknowledge that you do not have and shall not, by virtue of this Agreement, acquire any proprietary rights whatsoever of any kind in or over the Software, and that your sole rights to use the Software are set forth in this Agreement.

2.3 Restrictions on Use: You shall not use the Software for, with or on behalf of any third party. You shall not upload any images, files or link the Software to any other web site or otherwise use the Software in a way that infringes on the intellectual property rights of any third party, or that would be reasonably considered deceptive, defamatory, lewd, obscene, racist, threatening or illegal. You shall not share the username or password with any third party. You shall not reverse engineer, decompile, copy or view the source code of the Software, nor shall you permit any third party to do so. We reserve the right to report illegal activities to any and all regulatory, administrative or government authorities.

3. Privacy Statement

Confluency recognizes, respects, and protects the privacy of our customers. Your privacy and personal information are held in trust. We do not sell, rent, trade or share ANY information regarding or provided by our customers to anyone for any reason. Any information received by us is held with the utmost care and security. All information is stored on a secured server and is not accessible to third parties. Our full privacy policy can be viewed at: www.confluencysolutions.com/privacy

4. Indemnity

You agree to indemnify, defend and hold Confluency harmless from and against any and all liability, claims, costs and expenses (including without limitation reasonable legal fees and expenses), alleging or resulting from your use of the Software in violation or breach of this Agreement. You agree to defend, indemnify and hold us harmless from and against any and all liability, claims, costs and expenses (including reasonable legal fees and expenses) in any action by any third party based on a claim that your use of this web site or information uploaded to this web site infringed such third parties intellectual property rights.

5. Confluency’s Rights

Notwithstanding anything contained herein to the contrary, Confluency may elect to electronically monitor areas of the Software and may disclose any information, records, or electronic communication of any kind to:

satisfy any law, regulation, or government request; or
protect our rights or property or the rights of users, sponsors, providers, licensers, licensees, vendors, or merchants.

If we are notified of allegedly infringing, defamatory, damaging, illegal, or offensive content, we may investigate the allegation and determine in our sole discretion whether to remove or request removal of such content from the web site.

WE MAY TERMINATE OR SUSPEND YOUR ACCESS TO THE WEB SITE WITHOUT NOTICE FOR ANY CONDUCT WE BELIEVE IN OUR SOLE DISCRETION IS VIOLATIVE OF THESE TERMS OF USE OR ANY APPLICABLE LAW OR IS HARMFUL TO OUR INTERESTS.

6. Disclaimer and Limitation of Liability

YOU EXPRESSLY AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CONFLUENCY PROVIDES THE SOFTWARE ON AN “AS IS” BASIS. CONFLUENCY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEB SITE OR THE SOFTWARE. CONFLUENCY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE PRODUCTS SOLD ON THIS SITE, INCLUDING, BUT NOT LIMITED TO MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL CONFLUENCY BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THIS SOFTWAREE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES.

WE EXPLICITLY DISCLAIM ANY RESPONSIBILITY FOR THE ACCURACY, CONTENT, OR AVAILABILITY OF INFORMATION FOUND ON THE WEB SITE THAT LINK TO OR FROM THE WEB SITE FROM ANY THIRD PARTIES.

7. Termination

These terms are effective until terminated by either party. If you no longer agree to be bound by these Terms of Use, you must cease your use of the Software. If at any time after such termination you return to this web site and use the Software, your reuse of the Software will constitute a re-acceptance of the Agreement.

YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR IF WE TERMINATE YOUR ACCOUNT FOR ANY REASON.

8. Jurisdiction and Venue

We host and control the Software from our offices in Jacksonville, Florida within the United States. You agree that any legal action brought against Confluency shall be governed by the laws of the State of Florida without regard to its conflict of laws principles.

you agree that the sole jurisdiction and venue for any litigation arising from your use of this site shall be an appropriate United States federal or Florida state court located in Duval County, Florida, United States. Use of this web site and the software is unauthorized in any jurisdiction That does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.

9. General

9.1 Headings: These section titles in this Agreement are for convenience only and have no legal or contractual effect.

9.2 Independent Relationship: You agree that no agency, joint venture or partnership relationship exists between you and Confluency as a result of this Agreement.

9.3 Severability: If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

9.4 Entire Agreement: This Agreement (and any other terms and conditions referenced herein) constitutes the entire agreement between you and Confluency with respect to your use of the Software and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Confluency. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Copyright Notice:

Copyright © 2005 Confluency Solutions™, Inc., a Florida Corporation. All Rights Reserved. Any rights not expressly granted herein are reserved.

Confluency Solutions, Inc.