To use the System, you must be an authorized User. You hereby represent and warrant that you are an authorized User. User will not permit the System to be used to manage or monitor policies on behalf of any party that does not have a Subscription. Furthermore, User will not allow any other party, including, without limitation, any competitor of Proformex, to view, access, or use the System in any manner whatsoever.
User must register a unique user account (“User ID”) and create a unique and secure password. User must maintain confidentiality of any and all login identities and password(s). User ID(s) are unique to a single person and are non-transferrable. Only the registered User may use the User ID. User is responsible for any costs, expenses, and third-party claims resulting from the unauthorized use of any login identities and password(s). User must promptly notify Proformex in writing of any lost or stolen passwords.
All rights, title and interest in the System and Services (and all Intellectual Property rights therein) are owned by Proformex. Each Subscriber and User acknowledges and agrees that Proformex exclusively owns all Intellectual Property rights embodied in or associated with: (i) the Services, (ii) all aggregate data in the Services; and (iii) any and all updates, improvements, enhancements, creations, developments, modifications, customizations, inventions, technical information, and documentation created or provided by, or on behalf of, Proformex.
Each Subscriber and User hereby authorizes Proformex to use, analyze, and disclose all non-personably identifiable, non-User-identifiable, non-Subscriber-identifiable, aggregate data related to Subscriber’s and User’s use of the system.
Each Subscriber and User hereby represents and warrants that it, and its employees, contractors, representatives and/or agents, shall not: (a) copy, duplicate, distribute, alter, modify, adapt, translate, reverse engineer, decompile, disassemble or make derivative works of the System; (b) use the System to create any product or service that competes with the System or any component of the System; (c) resell, assign, convey, sublicense or allow any unauthorized third party to benefit from or access the System; (d) use any part of the System for the purpose of violating, or in a manner that violates, any foreign, federal, state or local law, rule or regulation, including but not limited to all applicable securities laws; (e) use the System in a manner that infringes or violates any intellectual property rights, publicity, privacy, confidentiality, contractual or other rights; (f) transmit information that is defamatory, offensive, misleading, false, harmful to minors, or obscene; (g) upload or transmit personally identifiable health information or full social security numbers; (h) send or store viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs in connection with the use of the System; or (i) share a User ID or password with any unauthorized user. Furthermore, each User represents and warrants that (1) it is authorized by Subscriber to acquire a User account and access the System on Subscriber’s behalf; and (2) all data it enters into the System is either owned by Subscriber or its Users. Each Subscriber and User is solely responsible for the completeness and/or accuracy of any information it inputs into the System.
Each Subscriber and User acknowledges that outside entities, including but not limited to life insurance policy carriers, annuity product providers, algorithm providers, agent supplied data and other data suppliers (“Outside Sources”), may provide information and data that may be integrated into, or accessed through, the System for use (“Outside Information”). Proformex is not responsible for the accuracy, completeness, or any conclusions reached as a result of Outside Information and shall not be liable for any errors or omissions in the Outside Information. EACH SUBSCRIBER AND USER HEREBY AGREES THAT IT IS RESPONSIBLE FOR VERIFYING THE ACCURACY OF ALL OUTSIDE INFORMATION. Each Subscriber and User further agrees and acknowledges that it will provide any information that may be required by Outside Sources to release data feed and/or policy information and projections to Proformex for its use. Each Subscriber and User further acknowledges that it may agree to authorize additional Outside Sources to release Outside Information to Proformex for its use. Should Subscriber’s and/or User’s relationship with an Outside Source, if any, terminate for any reason, then Proformex may delete or destroy any Outside Information related to existing policy information in the System. Proformex Services are subject to data received from Outside Sources.
In connection with Proformex’s data security policies, Proformex shall maintain commercially reasonable safeguards to protect the security and confidentiality of Subscribers’ and Users’ data.
Proformex warrants that for so long as Subscriber and User shall have valid access to the System, the System will conform in all material respects to the purpose for which it was designed. Subscriber and User agree the foregoing does not constitute a guaranty that access to the System will remain uninterrupted and Proformex shall have no liability with respect to such temporary disruptions or interruptions.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES, INCLUDING BUT NOT LIMITED TO THE SYSTEM AND OUTSIDE INFORMATION, ARE PROVIDED “AS IS”. PROFORMEX EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, NON-INTERRUPTION OF USE, AND FREEDOM FROM PROGRAM ERRORS WITH RESPECT TO THE SERVICES, SYSTEM, AND OUTSIDE INFORMATION.
Each Subscriber and User releases Proformex and its third party providers, and its and their employees, members, directors, and agents, from any liability in connection with the System and from any loss or expense resulting directly or indirectly therefrom.
Subject to Section XII above, each party agrees to defend, indemnify and hold harmless the other party and its affiliates, and each of their respective directors, officers, employees, and agents from and against all third-party claims, losses, liabilities, costs, expenses, demands, fines, and penalties (including without limitation reasonable attorneys’ fees and costs) arising from or relating to: (i) its negligence or misconduct, including that of its employees, agents, or independent contractors; or (ii) the breach of any of its obligations hereunder.
Except as otherwise provided herein, User shall not assign, sell, convey, sublicense or otherwise transfer its rights or obligations hereunder, or any component thereof or any right or interest therein, either voluntarily or involuntarily, directly or indirectly, whether by operation of law or otherwise, without the express written consent of Proformex.