DealerPolicy® FastPass API - Demo Version Terms of Service
By accessing and/or or using the FastPass API - Demo Version, you are entering into a legally binding contract with Winooski, LLC (Licensor), a subsidiary of DealerPolicy, Inc., and you (“you” or “Client”) are agreeing to the Terms of Service (Terms) below.
By accepting these Terms, you represent and warrant that you have authority to agree to these Terms. If you are using this API on behalf of an entity, you certify that you have authority to bind that entity to these Terms and by accepting these Terms you are doing so on behalf of that entity (and all references to “you” and “Client” in the Terms refer to that entity). You certify that you are of legal age to accept these Terms and have not been barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the APIs.
1.1 “Documentation” means all help files, printed or digital user manuals, FAQs, support guides and other instructions relating to the use of the FastPass API - Demo Version provided to Client by or on behalf of Licensor.
2. LICENSE & LIMITATIONS
2.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor grants to Client a limited, non-transferable, non-exclusive license to use the FastPass API - Demo Version, and any accompanying or related documentation, source code, executable applications and other materials made available by Licensor, solely as specified herein during the term of this Agreement. The FastPass API - Demo Version will allow Client, in a demonstration environment, to direct Client’s online customers to FastPass to receive comparative auto insurance quotes from Licensor and return to Client’s application.
2.2.1 The FastPass API - Demo Version contains materials (including but not limited to programs, methods, designs and screen formats) owned by Licensor and/or third parties (“Third Party Suppliers”) and licensed to Licensor (collectively, “Licensor Materials”). Licensor and Third Party Suppliers retain full and exclusive right, license, title and ownership in and to the FastPass API - Demo Version and Licensor Materials, their separate elements and all intellectual property rights associated therewith, including all derivative works regardless of their origin. Client shall retain full and exclusive right, title and ownership in and to Client technology and intellectual property.
2.2.2 Any right not specifically granted to Client herein is reserved to Licensor.
2.2.3 No ownership interest in the FastPass API - Demo Version or any element thereof is conveyed by this Agreement, regardless of whether Client, any affiliate or subsidiary of Client, or any employee or agent of Client, its affiliates or subsidiaries suggests adding or modifying a feature or element or is involved in the development, improvement or testing of any feature or element.
2.3 Limitations. The license is subject to the following specific limitations:
2.3.1 Client’s sole use of the FastPass API - Demo Version shall be related to integration of the FastPass API - Demo Version into Client’s digital application to provide consumers with access to FastPass. To the extent that any such business is conducted by an affiliate or subsidiary of Client, this license shall not apply to such affiliate or subsidiary unless such affiliate or subsidiary agrees in writing to be bound by the terms and conditions of this Agreement.
2.3.2 Client shall have no right to sub-license or transfer directly or indirectly any or all its rights under this Agreement or the license granted hereunder. Any purported sub-license or transfer of such rights by Client shall be void.
2.3.3 Client shall refrain from any and all efforts, direct or indirect, to reverse engineer the FastPass API - Demo Version or to develop any derivative or competitive work of any kind.
2.3.4 Client may reproduce the Documentation for use solely within Client’s business, but only to the extent necessary for training and support.
2.3.5 Licensor reserves the right to update, modify or remove functionality at Licensor’s discretion.
3. CLIENT RESPONSIBILITIES
3.1 Workflow: Client will accurately describe and include the ability for a Client customer to transition to Licensor’s platform at a point in the Client workflow that is mutually agreeable to both Parties. Client shall use language to describe Licensor’s platform that is approved by Licensor and that indicates, amongst other things, that the sale of insurance is being conducted by Licensor, a licensed insurance producer. Client may pass sufficient customer data into Licensor’s platform to enable the population of a portion of the customer record. This data should include, where available, customer’s complete name, customer’s address, and the automobile the customer is interested in purchasing. Licensor will pass to Client, at Licensor’s discretion, data that may assist Client with measuring performance or informing product enhancements. This data will not include any specific insurance-related information but could include summary data such as the purchase of a policy.
3.2 Acceptable Use. Client agrees that its use of the FastPass API - Demo Version will be in a manner consistent with all applicable federal, state and local laws and regulations including without limitation, copyright, trademark, export control laws and laws prohibiting the use of telecommunications facilities to transmit illegal, obscene, threatening, harassing, or other offensive messages.
3.3 Prohibited Acts Regarding Proprietary Rights and Corporate Names. Client understands and agrees that Licensor and its Third-Party Suppliers have proprietary rights in certain trademarks, service marks, trade names, corporate names, “doing business as” names and screen formats (the “Intangible Property”). Client agrees not to use the Intangible Property in any way that would infringe upon the rights of Licensor and its Third-Party Suppliers. Client agrees not to alter, remove, or obscure any copyright notices or other proprietary notices on and in any part of the Documentation (including copies permitted by Section 2.3.4), FastPass API - Demo Version and any screen shots or reports provided by Licensor.
3.4 Prohibited Acts Regarding Insurance. Client acknowledges that insurance is a regulated industry, and that absent appropriate licensing, it shall not, nor permit any of its employees, agents, or independent contractors to, under any circumstances engage in any conduct requiring licensing as an insurance producer, including but not limited to the solicitation, negotiation, and/or sale of insurance; the discussion of insurance policy terms and conditions; nor offer opinion regarding one insurance product or carrier over another. Any question of what limits of liability and what coverage choices are appropriate and necessary, as well as all other issues involving specific insurance policy terms and conditions and insurance policy application questions, will be reviewed with Client’s customers strictly by Licensor.
3.5 Client-Provided Data. Client shall first obtain the appropriate written or digital authorization of Client’s customers as prescribed by law prior to providing any customer Protected Data to Licensor.
4. FEES AND PAYMENT TERMS
4.1 License Fees. Licensor shall not charge license Fees for the use of the FastPass API - Demo Version during the term of this Agreement.
4.2 Payment of Fees. Licensor shall not pay any fees to Client for the use of the FastPass API - Demo Version during the term of this Agreement.
5. TERM AND TERMINATION
5.1 Term. The term of this Agreement shall commence on the date Client accepts these Terms and continue until terminated.
5.2 Termination, Generally. Either Party may terminate this Agreement upon sixty (60) days’ written notice to the other Party. In addition, either Party may terminate this Agreement immediately upon the occurrence of any of the following events: (i) the other Party has failed to cure a breach of this Agreement within thirty (30) days after receiving written notification thereof; (ii) the other Party institutes, or has instituted against it, proceedings under bankruptcy or insolvency laws, for corporate reorganization, receivership, dissolution or similar proceedings; (iii) the other Party makes a general assignment for the benefit of creditors, or becomes insolvent; or (iv) the other Party ceases to conduct business or to conduct the business relevant hereunder.
5.3 Winding-Up on Termination. Upon termination of this Agreement:
5.3.1 Client shall have no further right to access the FastPass API - Demo Version.
5.3.2 Client shall destroy any Documentation it may have in its possession within fourteen (14) calendar days of the date of termination. Notwithstanding the foregoing, Client may retain a copy of any Documentation to the extent: (i) required by applicable law; or (ii) required by Client’s internal document retention and governance policies. Any Documentation retained pursuant to clauses (i) or (ii) will continue to be subject to the obligations of Section 8, to the extent applicable.
6.1 Limited Warranty. Licensor warrants that it has the full power, authority and right to license the FastPass API - Demo Version in the manner set forth in this Agreement.
6.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR TO THE EXTENT REQUIRED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE FASTPASS API - DEMO VERSION, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY CLIENT, LICENSOR OR THE REPRESENTATIVES OF EITHER, OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY ASSURANCE OF SATISFACTION) ARE HEREBY DISCLAIMED, OVER-RIDDEN AND EXCLUDED. ANY PROMISE, COMMITMENT OR ASSURANCE OF ERROR FREE OR UNINTERRUPTED USE OF THE FASTPASS API - DEMO VERSION OR ASSURANCE AGAINST THE LOSS OF DATA IS ALSO HEREBY DISCLAIMED.
7. INDEMNITY AND LIMITATION OF LIABILITY.
7.1 Indemnity of Client.
7.1.1 Infringement. In the event any third party claims that the FastPass API - Demo Version infringes on any patent, copyright, trademark or trade secret, Licensor will indemnify and hold Client harmless against such claim, and will, at its option (a) obtain the right to use such patent, copyright, trademark or trade secret, or (b) refund any monies paid by Client to Licensor on account of this Agreement and terminate this Agreement.
7.1.2 Acts of Licensor. Licensor shall indemnify and hold Client and Client’s affiliates, officers, directors, employees, agents, successors and assigns harmless against any and all claims, liabilities or costs (including attorney’s fees and expenses) arising out of Licensor’s breach of this Agreement.
7.2 Indemnity of Licensor. Client shall indemnify, defend and hold Licensor and Licensor’s affiliates, officers, directors, employees, agents, successors and assigns harmless against any and all claims, liabilities or costs (including attorney’s fees and expenses) arising out of Client’s breach of this Agreement.
7.3 Protected Data. In the event any third party claims Client to be liable on account of theft or compromise of Protected Data (including but not limited to “non-public personal information” (“NPI”)) resulting from the failure of Client to protect such Protected Data in accordance with Client’s obligations under Section 8.3, then Client shall indemnify, defend and hold Licensor harmless from any and all resulting claims. In the event any third party claims Licensor to be liable on account of theft or compromise of Protected Data (including but not limited to “non-public personal information” (“NPI”)) resulting from the failure of Licensor to protect such Protected Data in accordance with Licensor’s obligations under Section 8.3, then Licensor shall indemnify, defend and hold Client harmless from any and all resulting claims.
7.4 LIMITATION OF LIABILITY. NEITHER LICENSOR NOR ITS THIRD PARTY SUPPLIERS AND THEIR RESPECTIVE AFFILIATES, AGENTS OR LICENSORS SHALL BE LIABLE TO CLIENT OR TO ANY OTHER PERSON FOR INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR ANTICIPATED PROFITS, LOSS BY REASON OF SHUTDOWN IN OPERATION OR INCREASED EXPENSES OF OPERATION, OR OTHER INDIRECT LOSS OR DAMAGE) OF ANY NATURE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF LICENSOR, ITS THIRD PARTY SUPPLIERS, OR THEIR RESPECTIVE AFFILIATES, AGENTS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS PROVIDED IN SECTION 7.1, THE LIABILITY OF ANY OR ALL OF LICENSOR, ITS THIRD PARTY SUPPLIERS AND THEIR RESPECTIVE AFFILIATES, AGENTS OR LICENSORS TO CLIENT AND ANY PERSON CLAIMING THROUGH, ON BEHALF OF, OR AS HARMED BY CLIENT, IS LIMITED TO A REFUND OF ANY MONIES PAID ON ACCOUNT OF THIS AGREEMENT TO LICENSOR BY CLIENT FOR THE PERIOD AT ISSUE. THE FOREGOING LIMITATION IS EXPRESSLY NOT APPLICABLE TO ANY LIABILITY OF CLIENT TO LICENSOR PURSUANT TO SECTION 7.2.
7.5 Defense of Litigation Except as provided by Sections 7.1 and 7.2, each Party shall be responsible at its own expense for defending itself in any litigation brought against it, whether or not the other Party is also a defendant, arising out of any aspect of activities undertaken in connection with this Agreement. Each Party agrees to provide the other Party with information in its possession which is necessary to the other Party's defense in such litigation.
7.6 Materiality. The foregoing Indemnity and Limitation of Liability provisions are material terms of this Agreement. Client acknowledges that but for the ability of these terms to be enforced as written, (a) the amounts payable to Licensor under this Agreement would be substantially greater than the zero fees set forth in Section 4.1, and the amounts payable to Client would be substantially smaller than those set forth in Sections 4.2, or (b) Licensor would have been unwilling to enter into this Agreement with Client.
8.1 Confidential Information. In performing its obligations pursuant to this Agreement, each Party may have access to and receive information about the business, transactions and procedures of the other, including Protected Data (as defined below). All such information and materials (except as hereafter set forth) are confidential and proprietary and shall remain the property of the Party that disclosed the information (the “Confidential Information”). Each Party shall receive the Confidential Information in confidence and shall not disclose, give, sell, or otherwise transfer or make available, directly or indirectly, any of the Confidential Information to any third party, except (1) as may be necessary to perform its obligations pursuant to this Agreement; (2) as may be required by law; or (3) as may be agreed in writing by the other Party. Confidential Information shall not include information which: (i) is or becomes available to the public other than by a breach of this Agreement; or (ii) was previously known to the receiving Party without any obligation to hold it in confidence; or (iii) was received from a third party free to disclose such information without restriction. Confidential Information includes the terms of this Agreement, including any order form or amendment executed in connection herewith. In the event that the receiving Party is required by law, regulation or court order to disclose Confidential Information, the receiving Party shall first notify (if legally permitted) the disclosing Party of such intended disclosure in order to allow the disclosing Party the opportunity to seek a protective order to prevent or limit disclosure of such Confidential Information.
8.2 Protected Data. “Protected Data” means any data or information accessible by either Party as a result of its business relationship with the other Party that does or can be used to identify, contact or locate a natural person, including but not limited to: name, address, telephone number, email address, social security number, driver’s license number, or any information relating to an identified or identifiable natural person, in part or in whole. “Protected Data” also includes “non-public personal information” (“NPI”) as that term is defined by applicable state or federal laws or regulations (including, but not limited to, the Gramm-Leach- Bliley Act) covering the use, security and disclosure of NPI. Client acknowledges that when its customers consent to submit data to Licensor through the FastPass application, any customer data (including customer Protected Data) included in such submission is the customers’ data and the use of such customer data by Licensor is subject to the provisions of the consent that customer has agreed to with Licensor.
8.3 Protective Measures. The Parties shall maintain a comprehensive written information security program in accordance with the Party’s respective best industry practices and standards. As part of such program, each Party shall, without limitation: (1) comply with all applicable privacy laws and regulations with respect to the use, disclosure and safeguarding of Protected Data; and (2) secure and defend all equipment systems and other materials and facilities used in connection with this Agreement (“Systems”) against third parties who may seek to disrupt, damage, modify or otherwise access the foregoing or information stored therein. In the event that the Parties send or receive any Protected Data over the Internet or through an ISP, the Parties shall secure or encrypt such information in a manner consistent with industry security standards. Upon written request and reasonable advance notice, but no more often than annually, each Party shall have the right to conduct an audit and test result information sufficient to assure the Party that the other Party and its subcontractors, if any, have implemented information security measures that are consistent with its obligations under this Agreement. In the event of the unauthorized use or disclosure of Confidential Information, the disclosing Party shall notify the other Party immediately and comply with applicable laws in connection therewith. The aggrieved Party shall be entitled to all remedies available at law or in equity, including injunctive relief.
9. MISCELLANEOUS MATTERS
9.1 Publicity. Both Parties agree to coordinate marketing and promotional efforts. Each Party agrees that it shall not issue a press release or make any other statement to the general public with respect to this Agreement and the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. No such consent shall be required if such press release or public statement discloses in substance no more about this Agreement or the transactions contemplated by this Agreement than was disclosed in any previously approved press release or public statement. The Parties can publicly acknowledge the existence of this Agreement, but not the details of the Agreement.
9.2 Non-Solicitation. During the term of this Agreement and for two (2) years thereafter, both Parties will not, without the other Party’s express written consent, solicit or encourage, or cause others to solicit or encourage, any employee, consultant or agent of the other Party to terminate their employment, consulting or agency relationship with the other Party or to hire or cause to be hired employees of the other Party or otherwise take any action which would be detrimental to the other Party, provided, however, that the foregoing shall not apply to a general advertisement or solicitation (or any hiring pursuant to such advertisement or solicitation) that is not specifically targeted to such employees, consultants, or agents.
9.3 Compliance. Each Party shall perform its obligations under this Agreement in a manner that complies with all applicable laws and regulations, including, with respect to Licensor, all applicable insurance laws and regulations.
9.4 Maintenance. Standard maintenance will occur on Wednesdays between 4:00 AM and 6 AM ET. During that time, the API – Demo Version may be unavailable. Emergency maintenance outside that timeframe will be reserved for critical maintenance.
10. GENERAL TERMS
10.1 Relationship. The relationship of the Parties to this Agreement is that of unrelated independent contractors. Neither Party shall have any claim under this Agreement or otherwise against the other Party as a co-employer, joint venturer or Client.
10.2 Impossibility of Performance. No Party shall be deemed to be in violation of this Agreement if prevented from performing any obligation hereunder due to matters that are beyond its control, including without limitation acts of war or terrorism, epidemics and pandemics, strikes, riots, floods, storms, earthquakes, other elements or acts of God or the public enemy, utility or communication failure or delays, labor disputes, strikes, or shortages, equipment failures, or FastPass API - Demo Version malfunctions.
10.3 Survival. Any provision of this Agreement that by its nature must survive the termination of this Agreement in order to achieve its full purpose or effect is deemed to survive termination.
10.4 Waiver. No waiver by a Party of any breach of any provision of this Agreement shall constitute a waiver of any other breach of that or any other provision of this Agreement.
10.5 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party shall assign this Agreement without the other Party’s prior written consent, unless such assignment is related to a reorganization, merger, acquisition (assets or stock), or similar such transaction.
10.6 Parties to Agreement. This Agreement is solely between Licensor and Client and does not create or confer any rights upon any other person or entity, including Client’s customers.
10.7 Cooperation. The Parties shall keep each other reasonably informed about legal or any other developments affecting the Agreement, shall cooperate with one another to carry out and implement the terms and objectives of this Agreement, and shall perform such further acts, execute such further documents, and enter into such further agreements as may be necessary or appropriate to these ends.
10.8 Interpretation. This Agreement shall be governed by, and interpreted, construed and enforced in accordance with the laws of the State of Vermont, without giving force or effect to the principles of conflicts of laws. The headings herein are provided for convenience only and shall not be construed to infer intent or meaning.
10.9 Disputes. In the event of any dispute between the Parties arising out of or concerning this Agreement, the Parties agree to use their reasonable best efforts to resolve any such dispute amicably, in good faith, and expeditiously prior to resorting to litigation. The courts of the State of Vermont serving Chittenden County, Vermont, shall have exclusive jurisdiction over the Parties with respect to any dispute or controversy arising under or in connection with this Agreement and, by execution and delivery of this Agreement, each of the Parties submits to the jurisdiction of those courts.
10.10 Injunctive Relief. The Parties acknowledge that in the event of the breach of certain provisions of this Agreement (including but not limited to Sections 2.2.1, 2.3.3, 3.3 and 8), they may not have an adequate remedy at law and will suffer irreparable damage and injury. Therefore, in addition to any other remedy available, each Party agrees that if it violates any of such provisions, the non-breaching Party shall be entitled to injunctive relief, without bond, from a court of competent jurisdiction.
10.11 Attorney Fees. If any legal action is necessary to enforce this Agreement or collect any sums due hereunder, the prevailing Party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may otherwise be entitled.
10.12 Entire Agreement. This Agreement, including any order forms and amendments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations and proposals, whether written or oral, relating to the subject matter hereof. This Agreement may not be released, discharged or modified except by an instrument in writing signed by a duly authorized representative of each of the Parties. By continuing to use the FastPass API - Demo Version, you agree to any changes that we may make to it from time to time.