Terms and Conditions
ARTICLE XIII – NAUTILUS WEBSITE AGREEMENT As used herein, the term "Nautilus Website", refers to any Website authored and/or controlled and currently developed or developed in the future by the Company for use by its Agents and business partners and all associated information, software and computer systems provided by the Company for access and use thereof.
Company owns and has developed Nautilus Website which provides an authorized user thereof with the ability electronically to access and download the following, including but not limited to, certain insurance policy, claims, forms, rates, manuals, agency and other information owned by Company (collectively, the “Content”) which is contained in or accessible from Company’s computer system.
Company desires to make the Nautilus Website access available to Agent, and Agent desires to be authorized by Company to use the Nautilus Website and access and download the Content, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the recitals stated in this Agreement and the mutual promises and covenants contained below, the parties agree as follows:
Issuance and Use of Passwords for Access. Company will, during the term of this Agreement, provide to each employee of Agent who needs to access the Nautilus Website to perform the functions of his or her employment with Agent (each, an "Authorized Agent Employee"), a password to access and logon to the Nautilus Website (each, a "Password"). Agent shall permit only its Authorized Agent Employees to obtain and use Passwords and to access and use the Content, solely for the purpose of performing the functions of their employment with Agent. Agent shall promptly request that the Company disable the Password of each Authorized Agent Employee immediately upon any termination of such Authorized Agent Employee's employment with Agent. Agent shall immediately notify the Company of any threatened or actual damage, hacking, security breach, or other unauthorized or illegal intrusion or use of the Nautilus Website by any former or existing employee or agent of Agent. Company will provide user instructions and, in the discretion of the Company, telephone and e-mail support to Agent for its use of the Nautilus Website.
Confidentially of Passwords and Content. Agent shall hold all Passwords and the Content, and shall cause each Authorized Agent Employee to hold his or her Password and the Content in strict confidence and shall not permit any Authorized Agent Employee to use, disclose, or distribute such information to any other person or entity, including without limitation any competitor of the Company or any of its affiliates, except as expressly permitted under this Agreement.
No Internet Service. Logon access to the Nautilus Website will be made available to the Agent without any charge being imposed by the Company upon Agent. Agent must acquire, maintain, and pay for Internet access through an independent Internet service provider in order to access Nautilus Website, and Agent understands that the Company has no duty or obligation to provide Internet access service to Agent.
Data Ownership. The Nautilus Website, documentation, Content, web pages, methods, source code, and information derived from the Nautilus Website shall be the exclusive property of the Company. Agent shall not assert or possess any right or claim of ownership therein. The Nautilus Website and content may not be altered, sold, or transferred by Agent without its receipt of the prior express written consent of the Company provided, however, that nothing contained herein shall prevent Agent from providing its subagents with a downloadable version of any insurance application form contained on Nautilus Website if, prior to such provision of the application form, Agent removes all references therein to the Company's name, trademark and service mark and other information identifying the Company.
Data Updates. Agent understands that Nautilus Website contains insurance claim and policy and Agent information as of the date of the Company's last data load, which usually reflects data in the Company's computer system as of the end of the business day immediately preceding such date. Company will make its best commercial effort to assure that information contained in each report accessible by Agency through Nautilus Website is accurate as of 24 hours prior to the date posted for such report. All data, records, and information of the Company related to Agent shall supercede and be conclusive and binding on Agency in any dispute between Agent and Company regarding the interpretation of any data, records, or information derived through the Nautilus Website.
Compliance with Laws. Agent shall and shall cause each of Authorized Agent Employees to comply with all applicable federal, state, and local laws, including without limitation, all privacy laws and any guidelines of use issued by the Company, from time to time, in connection with the use of the Nautilus Website or the access to and use of the Content.
Copyright. Agent acknowledges and agrees that all the Content is the copyrighted work of the Company or its affiliates and is protected by federal and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all the Content is also the exclusive property of the Company and is protected by federal and international copyright laws. The Company neither warrants nor represents that Agent’s use of the Nautilus Website and the Content displayed thereon will not infringe rights of third parties not owned by or affiliated with the Company.
Patents. All software used in connection with the Nautilus Website (“Software”) is the exclusive property of the Company or its affiliates or, in the case of licensed software, the rightful owner and is protected by federal patent and copyright laws and international treaties. Any use of the Software other than as required to navigate and to utilize the functionality offered through the Nautilus Website is prohibited. Agent agrees not to copy, distribute, publicly display, modify, decompile, disassemble, reverse engineer or otherwise attempt to discover the source code of the Software. Agent also agrees not to access the Nautilus Website by any means other than the interface provided by the Nautilus Website for Agency's use in accessing the Content.
Modifications. The Company may, at its discretion, modify or discontinue any of the services provided through the Nautilus Website or the Content or a portion thereof, with or without any notice to Agent. Agent agrees that the Company will not be liable to Agent or any of its employees or agents or any third party for any modification or discontinuance of any of the Nautilus Website or the Content.
No Warranties. The Company makes no warranty of any kind, express or implied, to the Agent regarding the Nautilus Website or the Content. AGENT EXPRESSLY UNDERSTANDS AND AGREES WITH COMPANY THAT:
AGENT’S USE OF THE NAUTILUSAGENTS.COM WEB SITE IS AT AGENT’S SOLE RISK. ALL SERVICES, CONTENT AND SOFTWARE ARE PROVIDED TO AGENT ON AN “AS IS” OR “AS AVAILABLE” BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY MAKES NO WARRANTY THAT (i) THE SERVICES, CONTENT, AND SOFTWARE ARE ACCURATE, TIMELY, UNINTERRUPTED, OR ERROR-FREE; (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, CONTENT OR SOFTWARE WILL BE RELIABLE; (iii) THE QUALITY OF ANY PRODUCTS OBTAINED OR PURCHASED THROUGH THE USE OF THE SERVICES, CONTENT OR SOFTWARE WILL MEET AGENT’S EXPECTATIONS, OR (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
Limitation of Liability. AGENT UNDERSTANDS AND AGREES WITH COMPANY THAT COMPANY WILL NOT BE LIABLE TO AGENT FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSS OF PRODUCTS, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF AGENT HAS BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM AGENT’S USE OR INABILITY TO USE THE SERVICES, CONTENT OR SOFTWARE, THE COST OF OBTAINING SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY DATA, INFORMATION, PRODUCTS, OR SERVICES OBTAINED FROM PURCHASES OR TRANSACTIONS ENTERED INTO THROUGH THE NAUTILUS WEBSITE, OR STATEMENT OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE SERVICE OR CONTENT.
Term; Termination. The Company may terminate this Article of Agreement, without any notice to Agent, if (a) Agent shall breach this Agreement or any other agreement between the Company and Agent, (b) if any other agreement between the Company and Agent shall terminate, (c) Agent shall violate any federal, state, or local law in connection with the Nautilus Website or this Agreement, or (d) any insurance license, certificate of authority, permit, or other similar authorization of Agent or any of its directors or officers shall be revoked, suspended, or nonrenewed in any state or other jurisdiction. If the Agency Agreement between the parties is terminated for any reason whatsoever, Agent agrees to uninstall any software provided by Company to Agent, which is not otherwise available in the public domain within ten days of notice of such termination. The terms and conditions of this Agreement with regard to proprietary content of the Nautilus Website site and the Content shall survive any termination of this Agreement. Any unauthorized or unlawful use or distribution of the Content, including the Company’s policy, claims, or agency information, forms, manuals, applications or other content obtained from Nautilus Website by the Agent shall be grounds for revocation and termination by the Agent of this Agreement, including the Agency Agreement herein between Agent and Company and may result in legal action on the part of the Company.
Indemnification. Agent shall forever indemnify and hold harmless the Company from and against any and all losses, claims, damages (compensatory and punitive), liabilities, and expenses, including reasonable costs of investigation and legal counsel fees and disbursements, which may be imposed upon or incurred by the Agent or any of its affiliates or their directors, officers or employees as the result of any breach by Agent or any of its employees or agents of this Agreement or any negligent or willful misconduct of by any of them in connection with the use of the Nautilus Website.
No Assignment. This Agreement shall not be assignable by any party hereto without prior written consent of the other party hereto and any attempt to assign this Agreement without such consent shall be void.
Entire Agreement. This Agreement contains the entire agreement between the parties hereto and supersedes any and all prior agreements, arrangements, or understandings (whether written or oral) between the Company and Agent relating to the subject matter hereof. No representation, inducement, promise, or agreement, oral or otherwise, made by any party hereto which is not embodied or referred to herein is or shall be of no force or effect.
Amendment and Waiver. This Agreement may be amended, modified, changed, or supplemented only pursuant to a written instrument executed by both parties hereto. Any provision of this Agreement may be waived only by a written instrument signed by the party against whom such waiver is to be effective. No failure or delay by any party hereto in exercising any right, power, or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein shall be cumulative and not exclusive of any rights or remedies provided by law or equity.
Attorney's Fees. If any action is brought to interpret or enforce this Agreement, the prevailing party in such action shall be entitled to all costs, including reasonable attorney’s fees, as shall be determined by the court.
Severability. In the event any term or provision of this Agreement is rendered invalid or unenforceable by the applicable law or regulation, or declared null and void by any court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect.
Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of Arizona without giving effect to its conflicts of law provisions. Agent and Company agree to the exclusive jurisdiction of the federal or state courts of Arizona for any claim, cause of action, suit, action, or other proceeding arising out of or in connection with this Agreement or any use by Agent of the Nautilus Website.
Notices. Any notice or communication required or permitted under this Agreement may be made by the Company in writing, whether electronic, facsimile, or mail, and shall be effective immediately upon receipt.