SETNOR BYER INSURANCE & RISK END-USER LICENSE AGREEMENT

Please read this End-User License Agreement carefully before using this product. By using this product, you are agreeing to be bound by the following terms and conditions. If you do not agree to the terms and conditions of this End-User License Agreement, do not use this product.

1.0 General
- 1.1 This End-User License Agreement ("Agreement") is hereby entered into between Setnor Byer Insurance & Risk ("Company"), a Florida Corporation, with its principal place of business located at 900 South Pine Island Road, Suite 300, Plantation, Florida 33324, and any authorized individual, organization (regardless of legal form) and/or end-user under a sponsored plan, that is obtaining access to Company's proprietary information ("Licensee").
- 1.2 This Agreement covers the terms of use for Company's Repository of Forms, Documents, Policies and Information ("Repository"), and is applicable to all content within the Repository.
- 1.3 By viewing, downloading and/or otherwise accessing the Repository, Licensee agrees to the terms and conditions set forth herein. Clicking on "Accept" shall constitute unequivocal acceptance by Licensee of the terms and conditions set forth herein.
2.0 License; Terms of Use
- 2.1 The Repository, whether on disk, in read only memory, on any other media, or in any other form, is licensed, not sold, to Licensee by Company.
- 2.2 Company hereby grants Licensee a personal, non-exclusive, non-transferable license to the materials contained in the Repository for the sole benefit of Licensee in accordance with the applicable terms of use set forth in this Agreement and for no purpose other than to provide Licensee templates and reference information regarding human resources and risk management.
- 2.3 The Repository is provided to Licensee for the duration of the license in accordance with the initial terms of sale. During such duration, the contents of the Repository will be made available for the purpose of assisting Licensee in obtaining templates and reference information regarding human resources and risk management.
- 2.4 Licensee has a limited right, consistent with the terms and conditions set forth herein, to print, download, and make copies both electronic and physical, of the contents of the Repository for private viewing within Licensee's organization or to adapt sample policies to Licensee's organization.
- 2.5 Licensee does not have the right to publish, distribute, reproduce, or transmit the contents of the Repository to any non-licensed person, location, or entity.
- 2.6 Licensee shall not rent, lease, lend, or sublicense the contents of the Repository.
- 2.7 Licensee shall not utilize the contents of the Repository for any purpose other than those purposes set forth in this Agreement.
- 2.8 Licensee acknowledges that the content provided in the Repository belongs to Company and that Licensee shall not resell said content nor permit access to said content by non-licensed users.
- 2.9 During the period of time that this license remains in effect, Licensee may archive the contents of the Repository for its own private and internal use. Upon termination of this Agreement, Licensee shall delete, purge, and/or otherwise dispose any contents of the Repository that have been so archived by Licensee.
- 2.10 Licensee shall use its best efforts to prevent the unauthorized use or reproduction of the contents of the Repository.
- 2.11 Company reserves the right, at its sole discretion, to collect usage data resulting from Licensee's use of the Repository for the purpose of future product development and upgrades.
- 2.12 Any rights not expressly granted in this Agreement are expressly reserved by Company.
3.0 Ownership; Reservation of Rights
- 3.1 The Repository, Company Trademarks, and all Intellectual Property rights contained therein are acknowledged by Licensee to be the sole and exclusive property of Company. The Repository, Company Trademarks, and Intellectual Property shall include, but are not limited to, all inventions, discoveries, trademarks, patents, trade names, copyrights, moral rights, know-how, intellectual property, software, shop rights, licenses, developments, research data, designs, technology, trade secrets, test procedures, processes, route lists, computer programs, digital or analog media, literature, reports and other confidential information, intellectual and similar intangible property rights, whether or not patentable or copyrightable and any other information contained on Company's website.
- 3.2 Licensee shall keep intact all, and may not alter any, copyright or other proprietary notices contained in the Repository. The Repository is owned by Company and/or its suppliers and is protected to the maximum extent permitted by law, including, but not limited to, international treaty provisions. Any reproduction or redistribution of the Repository, except as expressly set forth in this Agreement, is expressly prohibited and may result in severe criminal and civil penalties. Persons violating the foregoing, or who otherwise misappropriate any intellectual property or proprietary rights related to Repository, may be prosecuted to the maximum extent allowed by law.
4.0 DISCLAIMER OF WARRANTIES
- 4.1 LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE REPOSITORY IS AT LICENSEE'S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH LICENSEE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE REPOSITORY IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REPECT TO THE REPOSITORY, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OR SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH LICENSEE'S ENJOYMENT OF THE REPOSITORY, THAT THE FUNCTIONS CONTAINED IN THE REPOSITORY WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE REPOSITORY WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR COMPANY'S AUTHORIZED REPRESNTATIVE SHALL CREATE A WARRANTY.
5.0 LIMITATION OF LIABILITY
- 5.1 Company shall use its best efforts to provide reliable information and access to the Repository and to correct any interruptions to access as soon as practicable. However, TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSESS, ARISING OUT OF OR RELATED TO LICENSEE'S USE OR INABILITY TO USE THE REPOSITORY, HOWEVER, CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If, notwithstanding any other provisions of this Agreement, Company is found to be liable to Licensee for any damage or loss which arises out of or is in any way connected with Licensee's access to the Repository, Company's liability shall in no event exceed the value of the monetary consideration paid by Licensee to Company under this Agreement.
- 5.2 Licensee acknowledges that the information provided in the Repository is not intended to be, and is not in fact legal advice. Licensee acknowledges that such information is for informational purposes only and that Licensee should not act upon the information in the Repository without seeking the advice of Licensee's own legal counsel. Should Licensee use the information contained in the Repository, with or without the assistance of Licensee's legal counsel, in anticipation of or in response to any legal proceeding, LICENSEE AGREES THAT IT IS SOLELY RESPONSIBLE FOR THE INTERPRETATION AND USE OF SAID MATERIALS, AND LICENSEE AGREES TO HOLD COMPANY HARMLESS FROM ANY ADVERSE OUTCOME THAT MAY RESULT. The receipt of any information through the Repository is not intended to be, and does not in fact constitute attorney-client communications and is not entitled to any privilege.
- 5.3 If authorized to use the Repository's content management features for uploading, distributing, and storing documents, it is agreed that Company is not responsible for any loss of Licensee's data and Licensee is solely responsible for providing systems and backups for uploaded content.
- 5.4 Due to the nature and ever evolving threat of unauthorized intrusions, LICENSEE AGREES THAT IT WILL HOLD COMPANY HARMLESS AND RELEASE ANY CLAIMS IT MAY HAVE AGAINST COMPANY, INCLUDING NEGLIGENCE, FOR ANY LOSS ARISING OUT OF ANY THEFT, LOSS, OR DAMAGES RESULTING FROM SUCH UNAUTHORIZED INTRUSION. Company, however, will use its best efforts to protect the Repository from unauthorized intrusions.
6.0 Termination
- 6.1 Company may immediately terminate this Agreement, at its sole discretion, when there is an actual or suspected violation of this Agreement. Unearned portions of any license and service fees will be prorated with Company retaining an additional administrative charge equal to twenty-five percent (25%) of the annual fees.
- 6.2 Licensee may request termination of this Agreement by sending written notice to Company. Unearned portions of any license and service fees will be prorated with Company retaining an additional administrative charge equal to twenty-five percent (25%) of the annual fees.
7.0 Miscellaneous
- 7.1 This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of Florida, as applied to agreements entered into and to be performed entirely within Florida between Florida residents.
- 7.2 In the event of any legal proceedings concerning any and all disputes arising out of or relating to this Agreement, the parties agree that jurisdiction shall lie exclusively in the State or Federal courts located in Broward County, Florida. All parties to this Agreement hereby consent to the jurisdiction and venue of such Broward County courts and agree to accept service or process by mail.
- 7.3 In any civil action or administrative proceeding pertaining to this Agreement, the prevailing party shall be entitled to its reasonable attorney's fees and all other costs and expenses incurred in connection therewith, whether taxable as costs or not, on both the trial and appellate levels and in the context of any bankruptcy proceedings.
- 7.4 If for any reason a court of competent jurisdiction finds any term, clause, or provision, or portion thereof, to be unenforceable or invalid, the remainder of this Agreement shall continue in full force and effect, and any such term, clause, or provision so deemed to be unenforceable or invalid shall be deemed severed from this Agreement.
- 7.5 All rights and remedies set forth herein, or at law or in equity, are cumulative, and the exercise of any right or remedy shall not be taken to exclude or waive the right to the exercise of any other. Failure by Company to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. Licensee agrees that each requirement, duty and/or obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof.
- 7.6 Any headings used in this Agreement are for convenience and reference only, and shall not limit or extend the meaning of any provision in this Agreement.
- 7.7 Licensee acknowledges that it has read this Agreement, understands this Agreement, and that this Agreement constitutes the entire agreement between Company and Licensee with respect to the use of the Repository. Licensee acknowledges that this Agreement supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by an authorized representative of Company.
- 7.8 Any and all communications from Licensee to Company regarding any terms or conditions set forth in this Agreement shall be sent, via certified mail, to Setnor Byer Insurance & Risk, 900 South Pine Island Road, Suite 300, Plantation, Florida 33324.