API Software Terms of Use

Updated on: November 9, 2022

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

Counterpart, Inc., and its affiliates (”CPI,” “we,” or “us”) makes its API Software available to appointed insurance brokerages (“Brokerages”), software service providers acting on behalf of appointed brokerages (“Technology Partners”) and individual brokers that have established a user account with CPI (“Brokers”) (each, an “API User”) to facilitate access to and exchange of information, data, and other materials and content in order to generate quotes, offers, and other related insurance services and information. These API Software Terms of Use (“API Terms”) are entered into between You as an API User and CPI and govern Your access to and use of the API Software. These API Terms supplement, and are hereby incorporated into, the Terms of Service found at http://www.yourcounterpart.com/terms (collectively, and inclusive of API’s Privacy Policy available at https://yourcounterpart.com/privacy/, the “Terms of Service”).

PLEASE CAREFULLY READ THESE API TERMS. BY ACCESSING OR USING THE API SOFTWARE, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS OF USE, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS OF USE AND YOU HEREBY REAFFIRM YOUR ACCEPTANCE OF THE TERMS OF SERVICE FOUND AT: https://yourcounterpart.com/terms RELATED TO YOUR USE AND ACCESS TO THE WEBSITE AND ITS CONTENT AND SERVICES. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THE TERMS OF SERVICE, OR DO NOT MEET THE QUALIFICATIONS (INCLUDING THE ELIGIBILITY QUALIFICATIONS) INCLUDED IN THESE TERMS OF USE OR THE TERMS OF SERVICE, CPI IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE API SOFTWARE AND YOU MUST NOT ACCESS OR USE, OR MUST IMMEDIATELY DISCONTINUE ALL ACCESS TO AND USE OF, THE API SOFTWARE. IF YOU ACCESS OR USE THE API SOFTWARE, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THESE TERMS OF USE, AND THE TERMS OF SERVICE AND AGREE TO BE BOUND BY THESE TERMS OF USE.

You agree that the API Software licensed hereunder is a part of, and included within the definition of Website, Content, and Services, as those terms are defined in the Terms of Service. In the event of a conflict between these API Terms and the Terms of Service, the Terms of Service shall control. Nothing contained in these API Terms shall be construed as a consent or waiver by either Party of any covenant or provision of the Terms of Service.

Capitalized terms used in these API Terms that are not otherwise defined herein have the definition ascribed to such terms in the Terms of Service.

API Software License

CPI grants to You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the API Software solely in accordance with these API Terms (the “API License”). The API License is royalty-free. CPI will not charge You any fees for use of the API Software.

You may only use and access the API Software to conduct or otherwise transact commercial insurance business.

To enable Your use of the API Software, CPI will provide You with encrypted credentials that shall permit You to use the API Software. The confidential encrypted credentials will remain the property of CPI and may be revoked or terminated by CPI immediately if You fail to keep it confidential (for example by sharing it with any third party), if compromised in any way, or if You use the API Software or access the Website, Content and/or Services in a manner not expressly permitted.

License Restrictions

Notwithstanding anything to the contrary in these API Terms, You are specifically prohibited from doing any of the following: (i) You shall not sell, sublicense, or disclose access to any part of the API Software, or Your User ID to any third party; (ii) You will not modify, create derivative works of, reverse engineer, reverse compile, or disassemble the API Software; and (iii) You will not remove any trademarks, logos, copyright notices, proprietary notices or labels displayed on the API Software or any portion of the Website or its Content and/or Services.

You are prohibited from sharing, selling, or otherwise monetizing the data or metadata You obtain from CPI, CPI customers, other API Users, insurance carriers you transact with, or any other third parties through your use of the API Software, the Website, or Services (as defined in Terms of Service) or any transaction enabled by the API Software even if such data is aggregated and/or anonymized. CPI expressly reserves all rights in such data in accordance with the Terms of Service.

Intellectual Property

CPI retains all rights, title, and interest in and to all intellectual property (including without limitation to all patent, trademark, copyright, trade dress, trade secrets, database rights, and all other intellectual property rights) embodied in or associated with the API Software. These API Terms do not create any implied licenses and CPI expressly reserves all rights not expressly provided to You through these API Terms. Any license rights granted hereunder are granted exclusively to You and may not be sublicensed, transferred, or assigned (except as otherwise provided herein) without prior written consent from CPI, which may be withheld at its sole discretion.

Term and Termination

CPI reserves the right to terminate these API Terms, the API License, and Your use of and access to the API Software at any time and for any reason. CPI will endeavor to provide advanced notice of any termination unless impracticable or unreasonable under the circumstances. The API License and these API Terms shall be coterminous with the Terms of Service. Upon termination of these API, Your rights to use and access the API Software will terminate, and Your access to any part of the CPI systems and/or Website using the API Software will no longer be permitted.

Notwithstanding termination of these API Terms, the following Sections will survive termination: License Restrictions; Intellectual Property; Term and Termination; Warranty Disclaimer; Indemnification and Limitation of Liability; and the Entire Agreement.

Performance and Warranty

CPI has the right to suspend and/or terminate Your access to and use of the API Software at any time and Your access to the other portions of the Website, its Content, and/or Services as provided in the Terms of Service. Except as provided in the Terms of Service, CPI does not provide any warranty related to, or to the performance of, the API Software. All of Your rights and remedies regarding the performance of the API Software are set forth in these API Terms. CPI further reserves the right to limit the rate and usage of transactions through the API Software as it deems appropriate.

Warranty Disclaimer

THE API SOFTWARE IS PROVIDED TO YOU “AS-IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTIES OF ANY KIND. YOU ACCEPT ALL RISK OF LOSS ASSOCIATED WITH YOUR USE OF THE API SOFTWARE. CPI, ITS LICENSORS AND THIRD-PARTY SERVICE PROVIDERS MAKES NO WARRANTIES OF ANY KIND, AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CPI DOES NOT REPRESENT OR WARRANT THAT THE API SOFTWARE OR ANY THIRD-PARTY PRODUCTS WILL BE ACCURATE, COMPLETE, SECURE, ACCESSIBLE, AVAILABLE, OR UP TO DATE, EXCEPT AS EXPRESSLY SET FORTH HEREIN.

API-Third Party Products

The API Software may provide You with access to, be integrated with, or contain links or references to, products, services, data, information, or other materials which are provided or operated by third parties (collectively, “Third Party Products”). In such cases, CPI only provides the API Software for connecting to these Third Party Products provided by CPI and does not provide the Third Party Product itself.

Any exchange of data between You and any third-party provider of a Third Party Product ("Third Party Service Provider") is solely between You and the applicable Third Party Service Provider. By integrating with a Third Party Product, You acknowledge and agree that: (a) Your data may be shared with the Third Party Service Provider, and (b) CPI shall not be liable for and shall not accept any liability, obligation, or responsibility whatsoever from any loss or damage in connection with the data we provide to such Third Party Service Provider on Your behalf.

Indemnification and Limitation of Liability

You agree to indemnify and hold the CPI Indemnified Parties harmless from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner as provided in the Terms of Service and arising out of any breach by You of these API Terms.

For clarity, the provisions limiting CPI’s liability related to the Website, Content, and Services in terms of Service shall apply to the API Software and CPI’s obligations under these API Terms.

Press Release; References

Unless a written waiver has been agreed to between the Parties, neither Party will issue a public statement or press release regarding this Agreement without the prior consent of the other Party. Notwithstanding the foregoing, CPI, during the term of this Agreement, will be permitted to publicly list You as a customer and You hereby grant CPI a license to use Your logos and trademarks for CPI’s promotional and marketing purposes in connection with this Agreement and Your use of the API Software. Upon CPI’s prior written request, You will cooperate with CPI to prepare a written description of Your use of the API Software, and CPI may provide such description to other prospective customers. CPI will follow brand usage requirements concerning the use of Your logo if any are provided to CPI by You.

Use of CPI Marks

CPI graphics and logos are registered trademarks, trademarks, service marks or trade dress of CPI in the United States and/or other countries (the “CPI Marks”). Subject to Your performance of and full compliance with this Agreement, CPI hereby grants You a limited, personal, non-sublicensable, non-transferable, nonexclusive, revocable license to use the CPI Marks as part of Your use of the API Software within Your system when providing comparative quotes to Your customers subject to the following limitations, requirements, and restrictions:

(a) You shall not use or alter any text, logos, trademarks, or CPI signature colors in any way of any CPI Marks that may suggest endorsement by CPI.

(b) Any use of a CPI Mark must be used in its entirety and must not be altered or used in a misleading way.

(d) You may not publicize, issue press releases or blog posts mentioning Your Application’s integration with the CPI API Software unless given express written permission by CPI.

Without limiting the foregoing, CPI will have the right to do quality assurance inspections of Your use of the API Software and withhold the right to use the CPI Marks if the quality is not satisfactory to CPI in its sole discretion.

Entire Agreement

These API Terms together with the Terms of Service, inclusive of our Privacy Policy, will be deemed the final and integrated agreement between You and us on the matters contained in these API Terms.