Terms of Service
Last Updated: October 4th, 2024
This Terms of Service (the “Agreement”) is entered into by and between you (the “Customer”) and Policy Alerts, LLC (“Policy Alerts,” “we,” “us,” or “our”). This Agreement governs your access to and use of our website, platform, and other services, including any applicable Agreements, Customer Agreements, Pricing Proposals, or requests for information, demonstrations, or evaluations (collectively, the “Services”).
PLEASE READ THIS AGREEMENT CAREFULLY. By accessing or using the Services, or by requesting information, demonstrations, or evaluations of the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these Terms, you must not access or use the Services or request any demonstrations or information.
1. DEFINITIONS.
1.1 Affiliate: Any entity directly or indirectly controlling, controlled by, or under common control with the Customer or Policy Alerts.
1.2 Agreement: A signed Proposal for Policy Alerts Services to be provided, including the number of Eligible Users and fees, together with these Terms of Service.
1.3 Confidential Information: All written or oral information disclosed by either Party to the other, related to the operations of either Party, including information about pricing proposals, services, and demonstrations, that has been identified by the disclosing Party as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential.
1.4 Customer: The Party who executes an Agreement with Policy Alerts for access to the Services.
1.5 Eligible Users: Any individual authorized by a Customer to use the Services, each of whom must register using a company email address consistent with the Customer Agreement.
1.6 Dashboard: The Policy Alerts customer portal and related software features that provide Customers and Eligible Users access to the Services, including data, analytics, reports, and other functionality.
1.7 Services: The services ordered by the Customer and provided by Policy Alerts, including access to the Dashboard, as defined in the Customer’s Agreement.
1.8 Subscription Services: The recurring services provided by Policy Alerts under the terms specified in the Order Form, subject to renewal and termination provisions outlined in this Agreement.
2. Use of the Website and Confidentiality of Discussions
2.1 Website Use by Prospective Customers
Prospective customers may use the Policy Alerts website to request information about the Services, including details about pricing and features. Accessing and using the website for these purposes does not grant the prospective customer access to the Dashboard or any of its features, which are limited to Customers and Eligible Users.
2.2 Confidentiality of Pre-Agreement Discussions
All information shared with prospective customers during discussions, demonstrations, or requests for information about Policy Alerts, including pricing proposals, service details, and features, shall be treated as Confidential Information. These confidentiality obligations apply regardless of whether the prospective customer proceeds to execute an Agreement with Policy Alerts. Once an Agreement is executed, the confidentiality obligations set forth in Section 4 shall apply to any further exchanges of Confidential Information.
2.3 Prohibited Uses
Prospective customers may not (a) directly or indirectly share or disclose any information obtained during pre-Agreement discussions or demonstrations with competitors of Policy Alerts; or (b) use any Confidential Information shared during these discussions for any purpose other than evaluating a potential Agreement for Policy Alerts’ Services. Violations of this section may expose the violating party to damages as well as other remedies or relief available under applicable law, including the prevention of further breaches of confidentiality.
3. Access, Use, and Eligible Users
3.1 Provision of Access
Upon execution of an Agreement between Policy Alerts and the Customer, the Customer and its Eligible Users will receive access to the Dashboard. This includes a non-exclusive, non-transferable right to use the Dashboard in accordance with the terms set forth in the Agreement. Subject to the payment of applicable fees, Policy Alerts grants the Customer the right to permit access to the Dashboard for the number of Eligible Users specified in the Agreement. Policy Alerts will provide the Customer with the necessary login credentials to enable access to the Dashboard.
3.2 Customer Responsibility
The Customer is responsible for ensuring that only Eligible Users access the Dashboard using the provided login credentials. The Customer must notify Policy Alerts immediately of any unauthorized use of any login credentials or any other known or suspected breach of security. The Customer is responsible for all acts and omissions of Eligible Users, and any act or omission by an Eligible User that would constitute a breach of this Agreement if performed by the Customer will be deemed a breach by the Customer.
3.3 Usage Restrictions
The Customer will not (a) copy, modify, or duplicate the Policy Alerts Services; (b) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of the Policy Alerts Services is compiled or interpreted; (c) modify the Policy Alerts Services or the documentation, or create any derivative work from any of the foregoing, except with the prior written consent of Policy Alerts; (d) assign, sublicense, sell, resell, lease, rent, or otherwise transfer or convey, or pledge as security or otherwise encumber, the Customer’s rights under this Agreement; (e) access or use the Policy Alerts Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law or regulation; (f) build a similar or competitive product or service to the Policy Alerts Services; or (g) damage, interfere with, or disrupt the integrity, performance, security, or use of the Policy Alerts Services.
3.4 Individual Account Registration
Each Eligible User authorized by the Customer must register for a separate account with unique login credentials (username and password). Each Eligible User is required to register using a company email address that is consistent with the Customer Agreement. Sharing of accounts between individuals is strictly prohibited and will result in termination of access.
3.5 Proprietary Rights
Policy Alerts retains all right, title, and interest in and to the Policy Alerts Services, Documentation, and related technology, including all associated intellectual property rights. Upon execution of this Agreement and subject to the payment of applicable fees, the Customer is granted a non-exclusive, non-transferable, limited license to access and use the Policy Alerts Services solely for internal business purposes, as specified in the Customer’s Agreement and Proposal. This license does not transfer ownership of any part of the Policy Alerts Services or Documentation to the Customer. The Customer will not conceal, remove, or alter any proprietary notice or legend regarding Policy Alerts’ proprietary rights in the Policy Alerts Services.
3.6 Feedback
Policy Alerts may, in its sole discretion, utilize all comments, ideas, error reports, and suggestions provided by the Customer or its Eligible Users regarding the use of the Policy Alerts Services (collectively referred to as “Feedback”). The Customer hereby grants Policy Alerts a worldwide, non-exclusive, irrevocable, perpetual, sub-licensable, assignable, royalty-free license to incorporate any Feedback into its products and services.
3.7 Communication with Eligible Users
As part of the provision of the Policy Alerts Services, Policy Alerts may communicate directly with Eligible Users as necessary. The Customer hereby grants Policy Alerts the right to communicate with Eligible Users for the purposes of providing the Services as required by Policy Alerts’ reasonable discretion.
4. Confidentiality
4.1 Confidential Information
Both Policy Alerts and the Customer will treat all information exchanged during discussions, demonstrations, and the course of accessing the Services as Confidential Information. This includes pricing proposals, service features, and proprietary data shared during or after the execution of an Agreement. All Confidential Information remains the sole property of the disclosing Party.
4.2 Mutual Confidentiality Obligations
Each Party agrees to (a) use Confidential Information solely for evaluating the Services or performing obligations under the Agreement; (b) hold Confidential Information in confidence, protecting it from dissemination or unauthorized use; (c) not reproduce or create any derivative works from Confidential Information, except as necessary to provide the Services; (d) restrict access to Confidential Information to personnel, agents, and consultants who have a legitimate need to know, ensuring they agree in writing to abide by the confidentiality obligations of this Agreement; and (e) return or destroy all Confidential Information of the other Party upon termination or expiration of the Agreement, except as required by law.
4.3 Confidentiality Exceptions
The obligations in this section do not apply to information that (a) is publicly available or becomes publicly available through no fault of the recipient; (b) is independently developed by the recipient without using the Confidential Information; (c) is disclosed by a third party without confidentiality obligations; (d) is approved for release by the disclosing Party; or (e) consists of Aggregate Data or Feedback.
4.4 Legal Disclosure
Each Party may disclose Confidential Information to the limited extent required (a) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making such disclosure shall, where possible, first give written notice to the other Party to allow the other Party, at its sole cost and expense, to seek a protective order or other remedy to limit such disclosure; or (b) to establish a Party’s rights or enforce obligations under this Agreement, but only to the extent such disclosure is necessary.
5. Representations, Warranties, and Disclaimers
5.1 Mutual Warranty
Each Party hereby represents and warrants that (a) the execution and performance of this Agreement will not conflict with or violate any provision of any law or regulation having applicability to such Party; (b) the execution and performance of this Agreement will not violate any agreement or obligation of such Party to a third party or infringe the rights of any third party; and (c) this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
5.2 Policy Alerts Services Disclaimer
Except as expressly represented or warranted in this Agreement and to the maximum extent permitted by applicable law, the Policy Alerts Services, Documentation, and all related services are provided “as is,” without warranties of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, system integration, or data accuracy. Policy Alerts does not warrant that the Services will meet the Customer’s requirements or that the operation of the Services will be uninterrupted or error-free. To the extent that applicable law prohibits the exclusion of certain warranties, this disclaimer shall apply to the fullest extent permitted.
5.3 Service and Internet Availability Disclaimer
Policy Alerts’ services, including access to the Dashboard, may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Policy Alerts disclaims any liability for any delays, delivery failures, or other damages resulting from such issues.
5.4 Service Level Agreement (SLA)
Policy Alerts guarantees that the Services will be available 99.9% of the time, measured on a monthly basis. This uptime guarantee excludes planned maintenance, which will be communicated in advance, and any unavailability caused by force majeure events. If Policy Alerts fails to meet the 99.9% uptime threshold in any given month, the Customer may request service credits in accordance with the SLA. The Customer must notify Policy Alerts of any downtime events within five (5) business days to be eligible for credits.
5.5 Data Protection and Security
Policy Alerts is committed to ensuring the security, confidentiality, and integrity of Customer Data. Policy Alerts implements commercially reasonable administrative, physical, and technical safeguards to protect Customer Data from unauthorized access, disclosure, or alteration. Policy Alerts will comply with applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), where applicable. In the event of a data breach affecting Customer Data, Policy Alerts will promptly notify the Customer and take appropriate remedial measures to resolve the issue.
5.6 Third-Party Information Disclaimer
The data, reports, and information provided through the Dashboard or Services may include content from third-party sources. Policy Alerts compiles and presents this third-party content for informational purposes only and performs analysis on publicly available information. Policy Alerts does not resell or redistribute any copyrighted materials. Policy Alerts disclaims all liability arising from any reliance on third-party information, and the Customer acknowledges that this analysis is based on publicly available data.
5.7 No Affiliation with Third-Party Entities
Any trademarks, service marks, logos, or copyrighted material displayed in third-party content made available on our website or through the Dashboard or Services belong to their respective owners. Policy Alerts makes no claim of ownership or control over any third-party intellectual property, nor does Policy Alerts assert or imply any affiliation, association, sponsorship, or relationship with the third-party entities whose content is presented.
5.8 Customer’s Use of Third-Party Content
The Customer acknowledges that the use of third-party content made available through the Dashboard or Services is done at their own discretion and risk. Policy Alerts is not responsible for the use or misinterpretation of third-party information. The Customer agrees to comply with all applicable laws, terms, and conditions set by the original third-party owners when using such information.
5.9 No Representation of Ownership of Third-Party Intellectual Property
Policy Alerts makes no representation or warranty regarding the ownership of third-party intellectual property displayed on our website or accessed through the Dashboard or Services. The Customer is solely responsible for ensuring that their use of third-party intellectual property complies with the intellectual property rights of the respective owners.
6. Fees and Payment
6.1 Fees
The fees for the Services shall be specified in the applicable Agreement, Customer Agreement, or Pricing Proposal. The Customer agrees to pay all fees associated with the Services as outlined in the relevant documentation.
6.2 Payment Terms
Unless otherwise specified in the applicable Agreement or Agreement, all invoices are payable upon receipt and must be paid in full within thirty (30) days from the date of the invoice. Any payments not received within this thirty (30) day period shall be considered overdue.
6.3 Late Payments
Any overdue amounts shall accrue interest at a rate of three percent (3%) per month, or the maximum rate permitted by law, whichever is lower. If payment is not received within thirty (30) days from the invoice date, Policy Alerts reserves the right to suspend access to the Services. If the overdue payment is not received within five (5) days following written notice of overdue payment, Policy Alerts may suspend access to the Services. In the event of continued non-payment, Policy Alerts may terminate the Customer’s access to the Services and pursue any remedies available under this Agreement or applicable law.
6.4 Delivery of Services
Policy Alerts shall deliver the Services to the Customer within ten (10) business days of receiving payment for the initial invoice, unless otherwise agreed upon in writing by the Parties. Delivery timelines may be affected by delays in payment or other factors beyond the reasonable control of Policy Alerts.
7. Term and Termination
7.1 Term
7.1.2 Subscriptions: The initial term for all subscriptions will be one (1) year from the Effective Date of the Order, as specified by Policy Alerts. Following the initial term, the subscription will automatically renew on a monthly basis unless either Party provides written notice of its intent to terminate at least thirty (30) days prior to the end of the then-current term.
7.1.3 One-Time Orders: For one-time orders that do not include a subscription, access will be available for thirty (30) days from the date the report is provided. Renewal for one-time orders will only occur upon subsequent orders.
7.2 Termination for Breach
Either Party may terminate this Agreement if the other Party materially breaches any provision and fails to cure such breach within thirty (30) days of notice. If termination results from a failure to cure a breach, Policy Alerts is entitled to any applicable remedies or relief, and the Customer is entitled to potential refunds for the remaining term of the Agreement.
7.3 Termination for Annual Subscriptions Paid in Full
No refunds shall be issued for early termination of annual subscriptions by the Customer. In the event of termination due to a material breach by Policy Alerts, and failure to cure such breach within thirty (30) days of written notice, the Customer shall be entitled to a pro-rated refund of the unused portion of the subscription, calculated from the termination date. No refunds shall be issued for termination initiated by the Customer for any reason other than breach.
7.4 Termination for Annual Subscriptions Paid Monthly
In the event the Customer elects to terminate an annual subscription paid on a monthly basis, the Customer shall provide thirty (30) days’ prior written notice. Upon termination prior to the completion of the annual term, all waived fees and unearned discounts shall immediately become due and payable. All amounts due shall be remitted by the Customer within thirty (30) days of the termination date.
7.5 Suspension of Access
Policy Alerts may suspend access to the Services if any amount due under this Agreement is not received by the due date, and the Customer has not paid such amount within five (5) days of receiving written notice of overdue payment. Policy Alerts may also suspend access to the Services for any Customer or Eligible User who does not comply with the terms of this Agreement, or if Policy Alerts reasonably believes such use poses a threat to the security or integrity of the Services.
Policy Alerts will make commercially reasonable efforts to provide notice in advance of such suspension or, in urgent cases, within twenty-four (24) hours after commencing the suspension.
7.6 Effect of Termination
Upon termination of this Agreement or an Order, the Customer will immediately discontinue all use of the Services and pay all amounts due and payable. Each Party will promptly delete any Confidential Information of the other Party, except that Policy Alerts may retain Customer Data as required by law, or as necessary to prevent fraud, resolve disputes, troubleshoot problems, or enforce this Agreement.
7.6.1 Data Access for One-Time Reports: For Customers whose Order does not include a subscription but instead provides access to a one-time report or non-recurring service, access to the Dashboard will be available for thirty (30) days from the date the report is provided. After this period, access will be terminated, and Policy Alerts will have no further obligation to maintain or provide access to the Customer’s report or data.
7.6.2 Data Access for Subscription Services: For up to thirty (30) days after the termination of a subscription-based service, Policy Alerts will, upon written request, use commercially reasonable efforts to provide the Customer with a copy of its Customer Data in a format supported by Policy Alerts. After this period, Policy Alerts may delete Customer Data, and the Customer acknowledges that Policy Alerts will have no liability for any such deletion.
7.7 Survival
The following sections of this Agreement shall survive any termination or expiration of the Agreement: Sections 2, 3.3, 3.5, 3.6, 3.7, 4, 5.4, 5.5, 5.6, 5.7, 5.8, 6, 7.6, 7.7, 8, 9, and 10.10.
8. Limitation of Liability
8.1 Excluded Damages
Except as otherwise provided in Section 4 (Confidentiality) and for liabilities arising from gross negligence or willful misconduct, Policy Alerts shall not be liable to the Customer for any incidental, indirect, special, consequential, or punitive damages, regardless of the nature of the claim. This includes, but is not limited to, damages for lost profits, delays, failures of delivery, business interruptions, or loss or damage to data or documentation, even if Policy Alerts has been advised of the possibility of such damages. These limitations on liability shall apply irrespective of whether other provisions of this Agreement have been breached or found to be ineffective.
8.2 Cumulative Liability Cap
Except for the Customer’s obligation to pay fees when due under any Agreement, the aggregate liability of Policy Alerts for all claims arising from or related to this Agreement, including claims arising in contract, tort, or strict liability, shall not exceed the total amount of all fees paid by the Customer for the Policy Alerts Services in the six (6) month period preceding the event giving rise to such liability.
8.3 Enforceability of Payment Obligations
The Customer shall remain obligated to pay all fees when due, irrespective of the limitations on liability set forth herein. These limitations are intended to apply regardless of whether any other provisions of this Agreement have been breached or found to be ineffective.
8.4 Essential Basis
The Customer acknowledges and understands that the disclaimers, exclusions, and limitations of liability set forth in Sections 5 and 8 form an essential basis of the agreement between the Parties, and that absent such disclaimers, exclusions, and limitations of liability, the terms, conditions, and payment obligations of this Agreement would be substantially different.
9. Indemnification
9.1 Indemnification by Policy Alerts
Policy Alerts agrees to indemnify, defend, and hold harmless the Customer, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of any third-party claim that the Customer’s use of the Policy Alerts Services, as permitted under this Agreement, infringes or misappropriates any U.S. intellectual property rights.
9.2 Indemnification by the Customer
The Customer agrees to indemnify, defend, and hold harmless Policy Alerts, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to: (a) the Customer’s use of the Policy Alerts Services in violation of this Agreement, applicable law, or third-party intellectual property rights, including privacy and publicity rights; or (b) the Customer’s breach of this Agreement. This indemnity includes claims arising from any third-party actions resulting from the Customer’s breach, misuse of the services, or violation of any third-party intellectual property or proprietary rights, including privacy or publicity rights.
9.3 Exceptions to Indemnity
Policy Alerts’ indemnification obligations shall not apply to claims arising from (a) modifications to the Policy Alerts Services that are not made or authorized by Policy Alerts; (b) the combination of the Policy Alerts Services with products, processes, or data not provided by Policy Alerts, where the alleged infringement would not have occurred but for such combination; (c) the Customer’s use of the Services in violation of this Agreement or applicable law; or (d) the Customer’s continued use of the Services after receiving notice of the alleged or actual infringement.
9.4 Remedies for Infringement Claims
In the event of an intellectual property infringement claim, Policy Alerts may, at its discretion and expense, (a) procure the right for the Customer to continue using the Services, (b) modify or replace the infringing component of the Services to make it non-infringing, while maintaining substantially equivalent functionality, or (c) if the above options are not commercially feasible, terminate the Customer’s access to the infringing Services and refund any prepaid fees for the unused portion of the subscription.
9.5 Indemnification Process
All indemnification obligations under this Agreement are subject to the following conditions: (a) The Indemnified Party must provide the Indemnifying Party with prompt written notice of the claim for which indemnification is sought, though failure to give prompt notice will not relieve the Indemnifying Party of its obligations except to the extent that it is materially prejudiced by the delay; (b) The Indemnifying Party shall have sole control over the defense and settlement of any claim, provided that it may not settle any claim without the Indemnified Party’s prior written consent if the settlement imposes any non-monetary obligations on the Indemnified Party, admits liability on behalf of the Indemnified Party, or fails to include confidentiality provisions; and (c) The Indemnified Party shall provide reasonable assistance to the Indemnifying Party in the defense or settlement of the claim, at the Indemnifying Party’s expense.
9.6 Limitation of Liability for Indemnity
This section outlines the entire liability of Policy Alerts concerning claims of intellectual property infringement and the indemnification obligations described herein.
10. Miscellaneous
10.1 Entire Agreement
This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. No additional terms, conditions, or representations shall be binding unless expressly agreed to in writing by both Parties.
10.2 Independent Contractors
The relationship of the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed to create an agency, partnership, joint venture, or employer-employee relationship between the Parties.
10.3 Notices
All notices required or permitted under this Agreement must be in writing and delivered by a nationally recognized courier (e.g., FedEx, UPS) to the addresses specified in the Agreement or any address provided in writing by either Party. Notices are effective upon receipt, as confirmed by the courier. Policy Alerts may also send notices via email to the address provided in the Agreement, with effectiveness confirmed upon receipt of email delivery confirmation. Notices to Policy Alerts must be directed to the primary contact and copied to legal@policyalerts.com. Notices to the Customer shall be directed to the primary contact specified in the Agreement, unless otherwise indicated in writing.
10.4 Amendments and Modifications
Policy Alerts reserves the right to modify or amend the terms of this Agreement at any time. In the event of material changes, Policy Alerts will provide the Customer with at least thirty (30) days’ notice before the new terms take effect. If the Customer does not agree to the modified terms, they may provide written notice of their intent to terminate the Agreement within the notice period. If the Customer terminates the Agreement due to material changes, they will be entitled to a pro-rated refund for any prepaid services that will not be used as of the termination date. Continued use of the Services after the notice period shall be deemed acceptance of the modified terms.
10.5 Assignment and Delegation
The Customer may not assign its rights or delegate its obligations under this Agreement without the prior written consent of Policy Alerts. Any attempted assignment or delegation without such consent shall be null and void. Policy Alerts may assign its rights or delegate its obligations under this Agreement to any affiliate or in connection with any merger, sale, or other corporate restructuring.
10.6 No Third-Party Beneficiaries
This Agreement is intended solely for the benefit of the Parties, their successors, and permitted assigns. No third party shall have any rights under this Agreement or be entitled to enforce any of its provisions.
10.7 Severability
If any provision of this Agreement is determined to be invalid or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the affected provision shall be severed, and the remainder of the Agreement shall remain in full force and effect.
10.8 Waiver
No waiver of any provision or right under this Agreement shall be effective unless in writing and signed by the Party granting the waiver. A waiver on one occasion shall not constitute a waiver of any other provision or of the same provision on another occasion.
10.9 Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from events beyond the reasonable control of the affected Party, including but not limited to natural disasters, pandemics, acts of war, terrorism, strikes, or failures of public utilities. Such performance shall be excused for the duration of the event causing the delay, provided that if such event continues for more than 90 days, either Party may terminate this Agreement upon 30 days’ written notice.
10.10 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Florida. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Florida, and each Party irrevocably consents to the jurisdiction and venue of such courts.
10.11 Headings
The section headings in this Agreement are for convenience only and shall not affect the meaning or interpretation of any provision.
10.12 Publicity
Policy Alerts may, with the Customer’s prior written consent, issue a press release or other public statements announcing the relationship. Policy Alerts may also include the Customer’s name and logo in lists of Policy Alerts’ clients on its website or in marketing materials.