End User License Agreement
This End User License Agreement (“Agreement” or “EULA”) is a binding agreement between you (“Customer” or “you”) and QuoteVolution Inc., a Delaware corporation (“QuoteVolution,” “we,” or “us”), governing access to and use of the QuoteVolution cloud-based insurance quoting and agency management platform, including all related software, AI features, APIs, data, documentation, and services (the “Platform”). This Agreement is effective upon the earlier of your acceptance (by clicking “I Agree,” creating an account, or accessing the Platform) or the effective date of an applicable Order Form.
YOU REPRESENT AND WARRANT THAT YOU ARE A LICENSED INSURANCE AGENT, BROKER, OR AGENCY IN GOOD STANDING IN ALL JURISDICTIONS IN WHICH YOU OPERATE, AND THAT YOUR USE OF THE PLATFORM IS IN CONNECTION WITH YOUR LICENSED INSURANCE OPERATIONS. USE BY UNLICENSED PERSONS IS PROHIBITED.
1. Structure of the Agreement; Order of Precedence
This Agreement is the master terms for the Platform. Specific commercial terms are set out in one or more Order Forms; data processing is governed by the Data Processing Addendum (“DPA”); and privacy practices are described in the Privacy Policy. The Website Terms of Use govern only the public marketing website, not the Platform. To the extent of any conflict, the following order of precedence applies, highest first: (1) the applicable Order Form; (2) the DPA; (3) this Agreement; (4) the Privacy Policy; (5) the Website Terms of Use. The DPA and (if executed) the Business Associate Addendum are incorporated by reference.
2. License Grant
Subject to this Agreement and timely payment of applicable fees, QuoteVolution grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for Customer’s internal business operations in connection with its licensed insurance agency or brokerage during the subscription term. No rights are granted except as expressly stated; all other rights are reserved.
3. Restrictions and Acceptable Use
Customer will not, and will not permit others to:
- License, resell, transfer, distribute, or otherwise make the Platform available to any third party except authorized users under Section 4;
- Reverse engineer, decompile, or attempt to derive the source code, algorithms, or trade secrets of the Platform;
- Modify, translate, or create derivative works of the Platform;
- Access the Platform to build a competing product or copy its features;
- Use automated means (bots, scrapers) to access or harvest data without our written consent;
- Circumvent or interfere with security features, usage limits, or access controls;
- Transmit unlawful, harmful, or infringing content, or violate any applicable insurance law, licensing requirement, or professional standard;
- Share login credentials or allow unauthorized access, or remove proprietary notices; or
- Submit any protected health information (PHI) or other HIPAA-regulated health data to the Platform unless and until the parties have executed the Business Associate Addendum.
Customer is solely responsible for all activity under its account and must promptly notify QuoteVolution of any unauthorized use or suspected security incident. Customer will independently verify all quotes, recommendations, and outputs before relying on them, and will not use the Platform as a substitute for its own professional judgment.
4. Authorized Users
“Authorized Users” are the individual users permitted under the applicable Order Form, each of whom must be an employee, contractor, or licensed producer of Customer. Customer is responsible for its Authorized Users’ compliance, must keep credentials confidential, must not share logins, and must promptly deactivate departed users. Additional seats may be added at the per-seat fee in the Order Form. QuoteVolution may suspend access where credential sharing or misuse is detected.
5. Fees and Payment
Fees are set out on QuoteVolution’s published pricing at www.quotevolution.com or as agreed in the applicable Order Form. Unless otherwise stated in the Order Form: all fees are due in advance of each billing cycle; fees are non-refundable except as expressly provided or required by law; overdue amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum permitted by law; and QuoteVolution may suspend access after a ten (10) day grace period following written notice of non-payment. Fees are exclusive of taxes (other than taxes on QuoteVolution’s net income). QuoteVolution may change pricing on at least thirty (30) days’ notice, effective at the next renewal.
6. Customer Data and Ownership
As between the parties, Customer retains all right, title, and interest in the data it submits to the Platform (“Customer Data”). Customer grants QuoteVolution a limited, non-exclusive license to host, process, store, transmit, and display Customer Data solely to provide and support the Platform and as permitted by the DPA. QuoteVolution does not sell Customer Data and does not use Customer Data or NPI to train or improve artificial-intelligence models; QuoteVolution may use only aggregated, de-identified data that cannot reasonably be re-associated with Customer or any individual to operate and improve the Platform. Customer represents it has all rights and consents necessary to submit Customer Data.
7. Nonpublic Personal Information (GLBA); Data Processing
Customer Data may include “nonpublic personal information” (“NPI”) under the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) and information protected by state insurance data security laws (including laws based on the NAIC Insurance Data Security Model Law). Customer is the “financial institution” responsible for its privacy-notice and authorization obligations; QuoteVolution acts solely as a service provider processing NPI to provide the Platform at Customer’s direction. QuoteVolution maintains a written information security program consistent with the GLBA Safeguards Rule and applicable state requirements, and will notify Customer without undue delay and no later than seventy-two (72) hours after confirming any unauthorized acquisition of NPI from the Platform, so Customer can meet its breach-notification obligations (including under the Florida Information Protection Act). All processing of Customer Data and NPI is further governed by the DPA.
Notice of changes in use. Customer will promptly notify QuoteVolution in writing if it begins, or intends to begin, processing protected health information (PHI) or offering health or medical insurance lines through the Platform, or of any other material change in the categories of data or lines of business it processes that could affect either party’s data-protection or regulatory obligations. Where Customer’s use will involve PHI, QuoteVolution will provide, and the parties will execute, the Business Associate Addendum, and Customer will not submit PHI to the Platform until that addendum is in effect.
8. Confidentiality
Each party will protect the other’s non-public information disclosed under this Agreement using at least reasonable care, and will use it only to perform its rights and obligations. Standard exclusions apply (public, already known, independently developed, lawfully received, or required to be disclosed by law with notice). Confidentiality obligations survive for two (2) years after termination.
9. Intellectual Property; Feedback
The Platform and all intellectual property in it are the exclusive property of QuoteVolution and its licensors. No rights are granted except the limited license in Section 2. Any feedback or suggestions Customer provides may be used by QuoteVolution without restriction, and Customer assigns to QuoteVolution all rights in such feedback. Customer Data remains Customer’s under Section 6.
10. AI Features — Assistive Only
The Platform may produce AI-assisted outputs such as automated quotes, document analysis, and carrier recommendations (“AI Outputs”). AI processing is performed through QuoteVolution’s cloud and AI sub-processor (Microsoft Azure, including the Azure OpenAI Service) within QuoteVolution’s environment, as described in the DPA. AI Outputs are workflow-assistance tools only and do not constitute professional insurance, legal, or actuarial advice. Customer is solely responsible for independently verifying the accuracy, completeness, and suitability of all AI Outputs through a qualified licensed insurance professional before relying on them for any coverage recommendation, binding decision, or client communication. AI systems may produce incorrect or incomplete results; Customer accepts this risk. AI Outputs must not be the sole basis for any binding coverage decision.
11. Disclaimer of Warranties
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUOTEVOLUTION DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA. QUOTEVOLUTION’S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS SECTION DOES NOT LIMIT LIABILITY FOR BREACH OF CONFIDENTIALITY, MISUSE OF NPI, OR IP INFRINGEMENT.
13. Indemnification
Customer will indemnify and hold harmless QuoteVolution from claims arising out of: (a) Customer’s use or misuse of the Platform; (b) Customer Data; (c) Customer’s violation of law or any third-party right; or (d) any claim by a client or insured arising from Customer’s reliance on AI Outputs without independent professional verification.
14. Term and Termination
This Agreement begins on the effective date and continues for the term in the Order Form, renewing as stated there unless terminated. Either party may terminate for material breach not cured within thirty (30) days of written notice. QuoteVolution may terminate immediately for breach of Sections 3, 7, or 9, or upon Customer’s insolvency. On termination, Customer’s license ends; Customer may request a data export within thirty (30) days, after which Customer Data may be deleted per the DPA. Sections 3, 6–13, and 15–18 survive.
15. Suspension
QuoteVolution may suspend access if Customer fails to pay after the ten (10) day grace period, poses a security risk, or where required by law, providing notice as soon as practicable.
16. Dispute Resolution
The parties will first attempt good-faith negotiation for thirty (30) days, then mediation administered by the American Arbitration Association (AAA). If unresolved, the dispute will be finally resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules, seated in Wilmington, Delaware, conducted in English. Either party may seek emergency injunctive relief from a court to protect Confidential Information or intellectual property.
CLASS ACTION WAIVER: EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING.
17. Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.
18. General Provisions
This Agreement, with the Order Form, DPA, Privacy Policy, and any executed Business Associate Addendum, is the entire agreement on the Platform and supersedes prior understandings, subject to the order of precedence in Section 1. Amendments must be in writing (for click-through versions, by an updated version requiring re-acceptance). For material changes, QuoteVolution will give at least thirty (30) days’ notice and require re-acceptance on next login. Neither party may assign without consent, except QuoteVolution may assign in a merger or sale of assets. Nothing creates a partnership, agency, or employment relationship. Legal notices must be in writing to legal@quotevolution.com or QuoteVolution Inc., 390 Northeast 191st St, STE 54976, Miami, FL 33179; notices to Customer go to the email on its account. If any provision is unenforceable it will be modified to the minimum extent necessary and the remainder will continue. Electronic signatures and click-through acceptance are valid and binding. This Agreement may be executed in counterparts.
Acceptance
By clicking “I Agree” or accessing the Platform, you acknowledge you have read and agree to this Agreement and represent you are authorized to bind yourself or your agency.