miEdge™ Online Subscription Agreement Terms and Conditions
Updated: February 09, 2022
This miEdge Online Subscription Agreement ("Agreement") is by and between Zywave, Inc. (hereinafter referred to as "Zywave", "us", "our" or "we") and you (hereinafter referred to as "SUBSCRIBER", “you” and “your”). This Agreement shall be effective as of the date of electronic execution ("Effective Date"). Electronic execution occurs when SUBSCRIBER indicates agreement to these Terms and Conditions by checking the box on the Signup Page.
- Purpose. The mission of Zywave is to provide insurance and financial professionals with the tools to enable them to be more productive and successful. To achieve our mission, we make services available through our website ("Zywave Site") and mobile applications to help you learn, work, find opportunities, make decisions, and make deals ("Services").
- Use. SUBSCRIBER shall be provided access to the Zywave Site and/or Services for only the information they have subscribed to.
- YOUR OBLIGATIONS
- Applicable laws and this Agreement. You must comply with all applicable laws and this Agreement, as may be amended from time to time. As a condition to access the Zywave Site, you agree to this Agreement and to strictly observe the following DOs and DON'Ts:
DO undertake the following:
- Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, and regulatory requirements;
- Provide accurate information to us and update it as necessary;
- Review and comply with notices sent by Zywave concerning the Services; and
- Use the Services in a professional manner.
DON'T undertake the following:
- Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Zywave Site, except as permitted in this Agreement or as expressly authorized by Zywave;
- Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof;
- Create a user profile for anyone other than a natural person;
- Utilize information, content or any data you view on and/or obtain from the Zywave Site to provide any service that is competitive, in Zywave's sole discretion, with the Zywave Site;
- Imply or state, directly or indirectly, that you are affiliated with or endorsed by Zywave unless you have entered into a written agreement with Zywave (this includes, but is not limited to representing yourself as an accredited Zywave trainer if you have not been certified by Zywave as such);
- Adapt, modify or create derivative works based on the Zywave Site or the technology underlying the Services;
- Rent, lease, loan, trade, sell/re-sell access to the Zywave Site or any information therein, or the equivalent, in whole or part;
- Use manual or automated software, devices, script robots, or other means or processes to access, "scrape," "crawl" or "spider" any data, web pages, or other services contained in the site;
- Engage in "framing," "mirroring," or otherwise simulating the appearance or function of the Zywave Site;
- Attempt to or actually access the Zywave Site by any means other than through the interfaces provided by Zywave;
- Attempt to or actually override any security component included in or underlying the Zywave Site;
- Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications to other users or Zywave personnel, attempts to gain unauthorized access, or transmission or activation of computer viruses;
- Remove any copyright, trademark or other proprietary rights notices contained in or on the Zywave Site or any exports therefrom, including those of Zywave and any of its licensors;
- Remove, cover or otherwise obscure any form of advertisement included on the Zywave Site;
- Interfere with or disrupt the Zywave Site, including but not limited to any servers or networks connected to the Zywave Site;
- Use or attempt to use another's account without authorization from Zywave; and
- Infringe or use Zywave's brand, logos and/or trademarks, including, without limitation, using the word "miEdge" in any business name, email, or URL or including Zywave's trademarks and logos except as expressly permitted by Zywave.
- License and warranty for your submissions to Zywave. Any information you submit to us is at your own risk of loss. By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your Zywave profile information accurate and updated.
- Service Eligibility. To be eligible to use the Service, SUBSCRIBER must meet the following criteria and represent and warrant that they: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a Zywave account, (3) are not a competitor of Zywave or are not using the Services for reasons that are in competition with Zywave; and (4) will only maintain one Zywave account at any given time.
Each party hereby represents and warrants to the other that: (1) entering into this Agreement will not violate any other agreement to which it is a party; (2) will not violate any rights of the other party, including intellectual property rights such as patent, copyright or trademark rights; and (3) agrees to provide at its cost all equipment, software, and internet access necessary with respect to such party's use of the Services.
Your annual subscription will be renewed automatically each year unless you terminate your Zywave subscription with written notice to Zywave sixty (60) or more days prior to the renewal date. All fees and charges are nonrefundable and there are no full, partial, or prorated refunds or credits for partially used periods unless Zywave terminates your subscription as set forth in Section 7.A. If you choose to purchase additional products or services from Zywave as part of your subscription, those additional products or services will become part of your annual term and shall be renewed automatically with your subscription unless terminated as above.
- Notify us of acts contrary to the Agreement. If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least thirty (30) days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.
- Notifications and Service Messages. For purposes of service messages and notices about the Services to you, notice shall consist of an email from Zywave to the email address associated with your account, even if we have other contact information. You also agree that Zywave may communicate with you through your Zywave account or through other means including email, mobile number, telephone, or delivery services including the US Postal Service about your Zywave account or services associated with Zywave. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.
- Mobile Services. Zywave may offer the Services through mobile applications. If SUBSCRIBER uses the Services through a mobile device, they agree that information about the use of the Services through the mobile device may be communicated to us, including but not limited to the SUBSCRIBER's: mobile Partner, mobile device, or physical location. In addition, use of the Services through a mobile device may cause data to be displayed on and through your mobile device. In the event SUBSCRIBER changes or deactivates their mobile account, they must promptly update their Zywave account information to ensure that messages are not sent to the person that acquires the old number and failure to do so is SUBSCRIBER's responsibility. SUBSCRIBER is responsible for all charges and necessary permissions related to accessing the Zywave Site through a mobile access provider.
- Indemnification. You expressly agree to indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys' fees and costs) related to all third party claims, charges, and investigations, caused by your acts including, without limitation, (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, (3) any activity in which you engage on, by or through the Zywave Site, (4) your use of any data provided by Zywave, and (5) any claim by any governmental entity for unpaid taxes or fees in any way related to your subscription with Zywave.
Zywave agrees to indemnify SUBSCRIBER and hold SUBSCRIBER harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys' fees and costs) related to all third party claims, charges and investigations, caused by Zywave's acts including, without limitation: (1) failure to comply with this Agreement; (2) the provision of content through the Zywave Site or Services which violates the rights of any third party or applicable laws, including, identity theft arising from or relating to a breach of the Zywave Site.
- YOUR RIGHTS
On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable right to access information, through a generally available web browser or mobile device or application, view information, and use the Services that we provide on the Zywave Site and in accordance with this Agreement. Any other use of the Zywave Site contrary to our mission and purpose is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Zywave Site and all related items.
- OUR RIGHTS AND OBLIGATIONS
- Services Availability. For as long as Zywave continues to offer the Services, Zywave shall provide and seek to update, improve and expand the Services. As a result, we allow you to access the Zywave Site as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue the Zywave Site, partially or entirely. In the event access is refused or the Zywave Site is suspended or discontinued, Zywave shall provide SUBSCRIBER with a prorated refund of its aggregated Annual Subscription Fee.
Zywave is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites. Accordingly, if you decide to access Third Party Sites, you do so at your own risk and agree that that this Agreement does not apply to your use of any Third Party Site.
Please note: If you allow a Third Party Site to authenticate to or connect with your Zywave account, that application or website can access information on Zywave related to you and your connections.
- Disclosure of SUBSCRIBER Information. You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including but not limited to civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a user, individual, or government Partner; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of Zywave, our users or the public.
- Equal Opportunity. The parties hereto and their respective subcontractors shall abide by the requirements of 41 CFR 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals on the basis of protected veteran status or disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.
SUBSCRIBER ACKNOWLEDGES THAT THE DATA CONTAINED ON THE ZYWAVE SITE IS DATA OBTAINED FROM THIRD PARTIES AND WILL CONTAIN A DEGREE OF ERROR AND THAT SUBSCRIBER IS RESPONSIBLE FOR DETERMINING THAT THE DATA CONTAINED ON THE ZYWAVE SITE IS SUFFICIENTLY ACCURATE FOR SUBSCRIBER'S PURPOSES. THE DATA CONTAINED ON THE ZYWAVE SITE AND PROVIDED HEREUNDER IS PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS AND ZYWAVE DOES NOT MAKE AND HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED DATA, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE DATA.
DO NOT RELY ON THE ZYWAVE SITE, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR ZYWAVE AND ALL INFORMATION AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
ZYWAVE NEITHER WARRANTS NOR REPRESENTS THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE ZYWAVE SITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE OR TECHNOLOGY TO US.
ZYWAVE DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. ZYWAVE DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, ZYWAVE DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE ZYWAVE SITE DUE TO DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, SUBSCRIBER'S USE OF OUTDATED OR INCOMPATIBLE WEB BROWSERS, AND FOR ANY OTHER REASON.
- LIMITATION OF LIABILITY
Neither Zywave nor any of our subsidiaries, affiliated companies, employees, shareholders, members, or directors (hereinafter "Zywave Affiliates") shall be liable for (a) any damages in excess of three (3) times the annual subscription fee you paid or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from the Zywave Site. This limitation of liability shall:
- Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and
- Not apply to any damage that Zywave may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement.
- Mutual rights of termination. You may terminate this Agreement, for any or no reason, at any time, with notice to Zywave. This notice will be effective upon Zywave processing your notice, said processing shall not take longer than five (5) business days. If you terminate this Agreement, you remain responsible for payment for the remainder of your aggregated Annual Subscription Fee as set forth in Section 2.E.
Zywave may terminate this Agreement for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. Termination of your Zywave account includes disabling your access to Zywave and may also bar you from any future use of Zywave. If Zywave terminates this Agreement for reasons other than those set forth in Section 7.B., Zywave will refund a prorated amount of the aggregated Annual Subscription Fee paid by SUBSCRIBER.
- Misuse of the Services. Zywave may restrict, suspend or terminate the account of any SUBSCRIBER who abuses or misuses the Services. Misuse of the Services includes, but is not limited to, the following: creating multiple or false profiles; sharing the username and password with others; infringing any intellectual property rights of Zywave or any other person or entity, or any other behavior that Zywave, in its sole discretion, deems contrary to its purpose. In the event Zywave decides to terminate SUBSCRIBER's account, Zywave shall notify SUBSCRIBER of the misuse of the Services and allow SUBSCRIBER ninety (90) days to rectify the situation. Upon termination of the SUBSCRIBER account for misuse of Zywave's Services, you remain responsible for payment for the remainder of your aggregated Annual Subscription Fee as set forth in Section 2.E.
- Effect of Termination. Upon the termination of your Zywave account, you lose access to the Services. In addition, Zywave may block access to the Services from an IP address or range of IP addresses associated with those of terminated SUBSCRIBERS. The terms of this Agreement shall survive any termination, except Sections 3 ("Your Rights") and 4 ("Our Rights and Obligations") hereof.
- GENERAL TERMS
- Severability. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
or via mail or courier at:
ATTN: Legal Department
10100 Innovation Dr., Ste. 300
Milwaukee, WI 53226
Additionally, Zywave accepts service of process at this address. Any notices that you provide without compliance with this section shall have no legal effect.
Notices related to or required to be provided to SUBSCRIBER under this Agreement shall be sent to address provided by SUBSCRIBER on website.
- Amendments to this Agreement. We reserve the right to modify, supplement or replace the terms of the Agreement at any time.
- No informal waivers, agreements or representations. Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches, except as expressly and specifically contemplated by this Agreement. No representations, statements, consents, waivers or other acts or omissions by any Zywave Affiliate shall be deemed legally binding on any Zywave Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Zywave.
- Governing Law and Jurisdiction. This Agreement and performance hereunder shall be governed by the laws of the State of New Hampshire without regard to conflicts of laws principles of such jurisdiction. SUBSCRIBER and Zywave hereby agree that the sole and exclusive jurisdiction and venue for any litigation arising from or relating to this Agreement shall be an appropriate federal or state court located in the State of New Hampshire.
- No Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services, and you expressly waive your rights related to same.
- Assignment and Delegation. You may not assign or delegate any rights or obligations under this Agreement. Any purported assignment and delegation shall be ineffective, invalid, and void. We may freely assign or delegate all rights and obligations under this Agreement, fully or partially, with ninety (90) days prior written notice to you. We may also substitute Zywave, Inc. for any third party that assumes our rights and obligations under this Agreement by way of unilateral novation, effective upon notice to you.
- Entire Agreement. You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Zywave services, third-party content or third party software.