API Software Terms of Use

Updated on: March 28, 2022

Counterpart, Inc. including all affiliates (“CPI”) 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”) (collectively “API Users”) 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.   CPI also maintains the website available at: https://yourcounterpart.com or other websites operated by CPI (each, the “Website”).  Use of Website and its Content and Services are governed by the Terms of Service found at https://yourcounterpart.com/terms (“Terms of Service”).   These API Software Terms of Use (“Terms of Use”) govern the access and use of the API Software for all API Users and are intended to supplement, and are hereby incorporated into the Terms of Service.   

PLEASE CAREFULLY READ THESE TERMS OF USE. 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, 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 Terms of Use and the Terms of Service, the Terms of Service shall control.  Nothing contained in these Terms of Use 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 Terms of Use that are not otherwise defined herein, have the definition ascribed to such term in the Terms of Service.

API Software License 

CPI grants to You a non-exclusive, non-transferable, non-sublicensable, limited license to use the API Software solely in accordance with these Terms of Use.  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 Terms of Use, 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.

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 Terms of Use do not create any implied licenses and CPI expressly reserves all rights not expressly provided to You through these Terms of Use.  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 Terms of Use 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 Software license and these Terms of Use will automatically terminate upon the termination of the Terms of Service.  Upon termination of these Terms of Use, 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 Terms of Use, the following Sections will survive termination:  License Restrictions; Intellectual Property; Term and Termination; Warranty Disclaimer; Indemnification and Limitation of Liability; and 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 Terms of Use.  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 Terms of Use. 

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

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 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 entirely and must not be altered or used in a misleading way.

(c)     You shall not use any mark or dress that is confusingly similar to a CPI Mark.

(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 if not satisfactory to CPI in its sole discretion.

Entire Agreement

This API Software License Terms of Use and the Terms of Service contain the full and complete understanding of the Parties as to the subjects contained herein and supersede any and all prior written or oral agreements or understanding between the Parties related to those subjects.

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