I. Acceptance. The following terms and conditions govern your use of Insurance Agency Owners Alliance, LLC’s (“IAOA”) “Listings” website (the “Site”). By accessing the Site, you and any entity you are authorized to represent (collectively “You” or “Your”) acknowledge, agree to, and accept these terms and conditions (also known as the “Agreement”) effective as of the date the Site is first accessed by You. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, DO NOT ACCESS THE SITE.
II. Subscription and Payment.
A. Seller Subscription. An owner of an insurance agency may advertise their agency as being for sale on the Site for a term of one (1) year at the subscription price to be set by IAOA (the “Seller Subscription”). You shall be charged the price of the Seller Subscription for the one (1) year term in advance. The Seller Subscription shall automatically renew for successive one (1) year terms at the then current price set by IAOA for seller subscriptions unless cancelled by You in advance of the renewal. You can cancel the Seller Subscription at any time. In the event of cancellation of the Seller Subscription, You shall not be entitled to a refund for any amounts already paid to IAOA.
B. Purchaser Subscription. A potential purchaser of an insurance agency may have an initial subscription to the Site for no charge (the “Initial Purchaser Subscription”). The Initial Purchaser Subscription will allow You to have access to limited information, as determined by IAOA in its sole and absolute discretion, regarding the insurance agencies that are advertised for sale on the Site. You as a potential purchaser, may gain access to additional information, as determined by IAOA in its sole and absolute discretion, regarding the insurance agencies that are advertised for sale on the Site by purchasing a one (1) year subscription to the Site for the subscription price set by IAOA (the “Full Purchaser Subscription”). You shall be charged the price of the Full Purchaser Subscription for the one (1) year term in advance. The Full Purchaser Subscription shall automatically renew for successive one (1) year terms at the then current price set by IAOA for full purchaser subscriptions unless cancelled by You in advance of the renewal. You can cancel the Full Purchaser Subscription at any time. In the event of cancellation of the Full Purchaser Subscription, You shall not be entitled to a refund for any amounts already paid to IAOA.
C. Credit Card Authorization. You authorize IAOA to charge Your credit card on an annual basis on the day You purchase the Seller Subscription or Full Purchaser Subscription (the “Annual Payment”) and each year thereafter until Your subscription is cancelled. You will not be entitled to a refund of any amount of the Annual Payment once charged to Your credit card. You agree that prior notification of each charge will not be provided.
III. License to Access and Use Site.
A. Seller Intellectual Property. Any and all of the contents of the Seller advertisements (the “Seller Content”), including but not limited to photographs, agency descriptions, agency data, and pricing (the “Seller Intellectual Property”) located on the Site are the sole property of the Seller.
A.1 License to IAOA. You, as the prospective seller, grant to IAOA a revocable license to publish, access, and use the Seller Content and Seller Intellectual Property on and for the Site (the “IAOA License”).
A.2 License to purchaser. You, as the prospective seller, grant to any prospective purchaser a revocable license to access and use the Seller Content and Seller Intellectual Property and to provide the Seller Content and Seller Intellectual Property on the Site for the purpose of analyzing and considering the purchase of an insurance agency advertised on the Site (the “Purchaser License”). You, as a prospective purchaser, agree that You will not reproduce, republish, sell, redistribute, or display any of the Seller Content and Seller Intellectual Property except as expressly allowed under this Agreement.
A.3 Revocation of IAOA License. The IAOA License may only be revoked through Your cancellation of the Seller Subscription to the Site.
A.4 Revocation of Purchaser License. The Purchaser License may only be revoked through written notice by You, as the seller, to any and all prospective purchasers who You are aware may possess Seller Content and Seller Intellectual Property. IAOA is not responsible for notifying purchasers of Your cancellation of the Seller Subscription, of the revocation of any Purchaser License, or identifying any purchasers who may possess the Seller Content or Seller Intellectual Property.
B. IAOA Intellectual Property. Other than Seller Content and Seller Intellectual Property, any and all intellectual property rights (“IAOA Intellectual Property”) associated with the Site and its contents (the “IAOA Content”) are the sole property of IAOA. The IAOA Content is protected by copyright and other laws in both the United States and other countries. Elements of the Site are also protected by trade dress, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part. All custom graphics, icons, and other items that appear on the Site are trademarks, service marks or trade dress (“Marks”) of IAOA, its affiliates or other entities that have granted IAOA the right and license to use such Marks and may not be used or interfered with in any manner without the express written consent of IAOA. Except as otherwise expressly authorized by this Agreement, You may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the IAOA Intellectual Property of the Site in any way without IAOA’s or the appropriate third party’s prior written permission. Except as expressly provided herein, IAOA does not grant to You any express or implied rights to IAOA’s or any third party’s intellectual property.
B.1 License to Access and Use IAOA Intellectual Property. IAOA grants You a limited, personal, nontransferable, non-sublicensable, revocable license to access and use only the Site, IAOA Content and IAOA Intellectual Property only in the manner presented by IAOA. Except for this limited license, IAOA does not convey any interest in or to the information or data available via the Site, IAOA Content, or any of the IAOA Intellectual Property. Except to the extent required by law or as expressly provided herein, none of the IAOA Content and/or IAOA Intellectual Property may be reverse-engineered, modified, reproduced, republished, translated into any language or computer language, re-transmitted in any form or by any means, resold or redistributed without the prior written consent of IAOA. You may not make, sell, offer for sale, modify, reproduce, display, publicly perform, import, distribute, retransmit or otherwise use the IAOA Content in any way, unless expressly permitted to do so by IAOA.
IV. Restrictive Covenants.
A. Confidential Information. “Confidential Information” in this Agreement means all information contained on or within the Site, which includes, but is not limited to, the names of sellers, owners, agents, salespersons, brokers, addresses, prices, correspondence, offers, dates, photographs, documents, Your user name, Your password, Seller Content, Seller Intellectual Property, IAOA Content, and IAOA Intellectual Property. Confidential Information shall also include all other materials and information which are deemed Trade Secrets.
A.1 Trade Secrets. “Trade Secrets” shall mean the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula or improvement which is secret and is not generally available to the public, which IAOA considers confidential, and which may give the one who uses it an advantage over competitors who do not know of or use the Trade Secret. The term “Trade Secret” includes, without limitation, information relating to any computer program listings, source code or object code, computer (hardware and software) design or architecture, or other information relating to programs or products now existing or currently under design or development.
A.2 Exceptions. The restrictions and confidentiality obligations set forth in this Agreement shall not apply to the disclosing party’s Confidential Information which:
A.2.1 is lawfully disclosed to You by a third party without any confidentiality obligation;
A.2.2 is or becomes a part of the public domain through no fault of Yours; or
A.2.3 the duty as to confidentiality is waived in writing by IAOA.
B. Non-Disclosure. You agree to refrain from distributing, disclosing or disseminating the Confidential Information that is furnished or disclosed or which otherwise becomes known through the Site. You shall not, without the prior written approval of IAOA or except as otherwise stated in this Agreement: (1) directly or indirectly reveal, communicate, disclose, or use the Confidential Information for any purpose; (2) use the Confidential Information for Your own purposes or advantage, nor for the purposes or advantage of any other person (whether natural person or other legal entity); or (3) directly or indirectly reveal, communicate or disclose the Confidential Information to the public, any person, or any entity.
C. Notice of Misappropriation, Misuse, or Subpoena. You shall promptly advise IAOA in writing of any misappropriation or misuse of Confidential Information by any person or entity which may come to Your attention. In the event that You are served with a subpoena or other compulsory judicial or administrative process calling for production of Confidential Information, You will immediately notify IAOA in order that IAOA may take such action as it deems necessary to protect its interests. You shall take all reasonable precautions and measures to protect the Confidential Information from misuse or unauthorized disclosure and shall exercise Your best efforts to protect the Confidential Information from such misuse or unauthorized disclosure.
D. Term of Confidentiality Obligations. The confidentiality obligations and restrictions imposed by this Agreement shall commence at the time of initial disclosure of any Confidential Information to You and continue for two (2) years after the initial disclosure.
E. Non-Solicitation. OTHER THAN AN INSURANCE AGENCY YOU OWN OR HAVE AN OWNERSHIP INTEREST IN, You shall not solicit, attempt to list INSURANCE AGENCIES FOR SALE, or provide services to any owner or seller whose INSURANCE AGENCY is shown or listed on the Site or to the extent such matters are within your control or influence, permit any other person or entity to directly solicit, attempt to list INSURANCE AGENCIES for, or provide services to any owner or seller whose INSURANCE AGENCY is shown or listed on the Site.
F. Reasonable Restrictions. You acknowledge that the restrictions contained in this Agreement are reasonable and necessary to protect the legitimate interests of IAOA and that any violation of such restrictions will result in irreparable injury to IAOA. Therefore, You acknowledge that, in the event of a violation of this Agreement, IAOA may seek preliminary and permanent injunctive relief without the posting of a bond and damages as well as an equitable accounting of all earnings, profits and other benefits arising from such violation, which remedies shall be cumulative and in addition to any other rights or remedies to which IAOA may be entitled.
V. Use of the Site.
A. Disclosure of Seller Information. By obtaining a Seller Subscription, You acknowledge, understand and agree that Your contact information will be disclosed to prospective purchasers who have obtained a Full Purchaser Subscription. IAOA does not monitor and cannot control the communications between the users of the Site. You hereby release, and agree to exonerate, protect, indemnify, defend and hold harmless IAOA, its members, managers and employees from any loss, damages, liability, administrative proceedings, or claims by You or any of Your affiliates or related entities resulting from or arising out of communications with or that You may receive from other users of the Site. IAOA, its members, managers and employees will not be liable for any claims, damages, special, consequential or otherwise, arising out of or in connection with any communications with or that You receive from other users of the Site.
B. Emails to Purchasers. By obtaining a Purchaser Subscription or Full Purchaser Subscription, You acknowledge, understand and agree that You will receive emails from IAOA and/or the Site notifying You of any new insurance agencies advertised for sale on the Site and the only way to stop or discontinue receiving these emails is by cancelling Your subscription to the Site.
C. Restrictions on Use of the Site. In addition to other restrictions set forth in this Agreement, You agree that: (1) You shall not disguise the origin of information transmitted through the Site; (2) You will not place false or misleading information on the Site; (3) You will not use or access any service, information, application or software available via the Site in a manner not expressly permitted by IAOA; (4) You will not input or upload to the Site any information which contains viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, the Site, that infringes the Seller Intellectual Property, that infringes the IAOA Intellectual Property, or that infringes the intellectual property rights of others; and (5) You may not use or access the Site in any way that, in IAOA’s judgment, adversely affects the performance or function of the Site or interferes with the ability of authorized parties to access the Site.
VI. Hold Harmless and Limitation of Liability. You hereby release, and agree to exonerate, protect, indemnify, defend and hold harmless IAOA, its members, managers and employees from any loss, damages, liability, or claim paid or incurred by You resulting from or arising out of Your use of the Site. IAOA, its members, managers and employees will not be liable for any damages, special, consequential or otherwise, arising out of or in connection with Your use of this Site or any information contained herein. This limitation of liability is comprehensive and applies to all damages of any kind, including, without limitation, loss of data, income or profit, loss of or damage to property and claims of third parties. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Site and will not make any claim against IAOA for lost data, work delays or lost profits resulting from the use of the materials on the Site. As a user of this Site, You agree that all access and use of this Site and its contents are at Your own risk.
VII. Disclaimers of Warranties. Given the unpredictability of technology and the online environment, IAOA does not warrant that the function or operation of this Site will be uninterrupted or error-free, that defects will be corrected, or that this Site or the server that makes it available will be free of viruses or other harmful elements. As a visitor to and user of this Site, You must assume full responsibility for any costs associated with servicing of equipment used in connection with Your use of the Site. IAOA does not represent or warrant that the information accessible via the Site is accurate, complete or current. The Site could contain typographical errors, technical inaccuracies or other incorrect information. IAOA reserves the right to add to, change or delete its content or any part thereof without notice. Any price or availability information is subject to change without notice. Additionally, the Site will contain information provided by third parties. IAOA makes no representation or warranty regarding the accuracy, truth, quality, suitability or reliability of such information. IAOA is not responsible for any errors, omissions, or inaccuracies contained in any information provided by such third parties. IAOA does not endorse, warrant or guarantee any agency advertisement or information offered on the Site. IAOA is not a party to, and does not monitor, any communications or transaction between users of the Site.
THE CONTENTS OF THE SITE, INCLUDING, WITHOUT LIMITATION, THE MATERIALS, ARE PROVIDED “AS IS,” AND IAOA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE OR ITS CONTENTS. IAOA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
VIII. Links to Third Party Sites. Any other websites that are accessible via links on the Site are not under the control of IAOA. IAOA is not responsible for the content of any linked site or any link contained in a linked site, or any changes or updates to the information contained in such sites. IAOA provides the linked sites to You only as a convenience and the inclusion of any such link on the Site does not imply IAOA’s endorsement of the site, the organization operating such site, or any products or services of that organization. Your linking to any off-site pages or other sites is entirely at Your own risk. Under no circumstances will IAOA be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to You in connection with Your use of, or reliance on, any property, content, goods or services available on any other site.
IX. No Representations or Warranties as to Any Agency Advertised on the Site. You understand and acknowledge that IAOA, its members, managers, and employees do not make any representations or warranties as to the accuracy or completeness of any information provided on the Site concerning any insurance agency advertised for sale on the Site. Any information furnished to You through the Site has been provided by third-parties and has not, and will not, be independently verified by IAOA, its members, managers, and employees. Accordingly, IAOA, its members, managers, and employees cannot guarantee its completeness or accuracy, and You are hereby advised to conduct Your own due diligence to satisfy yourself regarding any issue You may believe to be material to the purchase of the insurance agency, including but not limited to the income or expenses of the insurance agency, the future financial performance of the insurance agency, and conformance of the insurance agency with any local, state or federal regulation. You agree that IAOA, its members, managers, and employees shall have no liability to You resulting from the use or accuracy of any information provided or the condition of the insurance agencies advertised for sale on the Site.
X. Non-Waiver. No provision of this Agreement shall be deemed to have been waived unless such waiver is in writing signed by the waiving party. No failure by any party to insist upon the strict performance of any provision of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach, of such provision or of any other provision. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision of this Agreement or a waiver of such provision with respect to any subsequent breach, unless expressly provided in writing.
XI. Law & Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona. Jurisdiction over any disputes will be vested exclusively in the state courts of the State of Arizona, with venue in Maricopa County, and You consent to jurisdiction in the State of Arizona.
XII. Attorneys Fees. The prevailing party in any lawsuit or arbitration arising out of or related to this Agreement shall be entitled to an award of their attorneys’ fees and costs against the non-prevailing party.
XIII. Right to Terminate Use of the Site. You acknowledge, understand, and agree that Your use of the Site is “at will” and Your use of the Site may be suspended or terminated by IAOA, in its sole and absolute discretion.
XIV. Complete Agreement. This Agreement and policies referred to in this Agreement, represent the entire understanding relating to the use of the Site and prevail over any prior or contemporaneous, conflicting or additional, communications. IAOA reserves the right to revise this Agreement at any time without notice by updating this posting.