Electronic Services Agreement
ELECTRONIC SERVICES AGREEMENT (“Agreement”) is made between Missouri Employers
Mutual Insurance, or any related or owned entity that may provide services
through this website (collectively, “Company”) and any person, whether a
producer or policyholder (each, a “User”), who completes the registration
process to open an iNet account with Company and accesses and uses the
interactive online services (“Service”), including but not limited to informational
bulletins, Quick Quotes (if you are a producer), copies of loss runs,
certificates of insurance, First Reports of Injury, Claims Detail and other
online services that may be released by Company in the future. Company and User are collectively referred to
as the “parties.”
CLICKING THE ACCEPTANCE BUTTON AND ACCESSING OR USING ANY PART OF THE SERVICE,
USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS
AGREEMENT. IF USER DOES NOT AGREE TO ALL
OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE
SELECTED AND USER MAY NOT ACCESS OR USE ANY PART OF THE SERVICE.
Service Terms and Limitations
Description. The Service is proprietary to Company and is
protected by intellectual property laws and international intellectual property
treaties. User’s access to the Service
is licensed and not sold. Subject to
terms and limitations set forth in this Agreement, Company agrees to provide
User with a personal, non-transferable and non-exclusive account enabling User
to access and use the Service solely for personal use and not for
republication, distribution, assignment, sublicense, sale, preparation of
derivative works or other use.
Accessibility. User agrees that from time to time the
Service may be inaccessible or inoperable for any reason, including, without
limitation: (i) equipment malfunctions;
(ii) periodic maintenance procedures or repairs which Company may
undertake from time to time; or (iii) causes beyond the control of Company
or which are not reasonably foreseeable by Company.
Equipment. User shall be solely responsible for
providing, maintaining and ensuring compatibility with the Service of all
hardware, software, electrical and other physical requirements for User’s use
of the Service, including, without limitation, telecommunications and internet
access connections and links, web browsers or other equipment, programs and
services required to access and use the Service.
Security. User shall be solely responsible for the
security, confidentiality and integrity of all content that User receives,
transmits through or stores on the Service.
User shall be solely responsible for any authorized or unauthorized
access to User’s account by any person.
User agrees to bear all responsibility for the confidentiality of User’s
password and all use or charges, if any, incurred from use of the Service with
Conflicts of Interest. User shall advise Company immediately
of all instances, that User has knowledge of, in which a designated person has
a conflict of interest while being able to access the Service. By way of illustration but not limitation, a
conflict of interest can arise when a designated person has both access and has
a claim for benefits either for themselves or their relatives or with an
individual with whom they have a personal relationship User agrees to disclose to Company the exact
nature of the conflict of interest.
Company will make the determination as to whether or not the designated
person will have access to the claim(s) and information in question. Furthermore, User agrees to fully cooperate
with Company and remain in strict compliance with this Agreement at all times
up to and after the disclosure is made to Company.
Privacy. Company collects, stores and uses data
collected from User in accordance with Company’s Privacy
represents and warrants to Company that: (a) User is over the age of
eighteen (18) and has the power and authority to enter into and perform User’s
obligations under this Agreement; (b) all information provided by User to
Company is truthful, accurate and complete; (c) User shall comply with all
terms and conditions of this Agreement, including, without limitation, the
provisions set forth at Section 4; and (d) User has provided and will
provide accurate and complete registration information, including, without
limitation, User’s legal name, address and telephone number.
4. Electronic Delivery
of Documents (For Producers Only)
Company may select certain insurance
transaction documents for electronic delivery to a party. By accepting this
agreement, User consents to electronic delivery of those insurance transaction
documents which include: Audit Documents, Renewal Quote Documents, Renewal Notice Documents, Invoice Documents, Policy Issuance, Policy Change, Blank Memo, Request for No Loss Statement, First Reinstatement Letter, Second Reinstatement Letter, No Reinstatement Letter.
User also acknowledges the right to withdraw consent and have such notice or
documents provided in paper or other non-electronic form at no additional cost.
User has the right to withdraw this consent as it relates to any or all
documents or notices delivered electronically. Should User wish to obtain a
paper copy at no additional cost, withdraw consent for electronic delivery of
documents or notices, or change the electronic delivery contact information,
User must contact Company’s Customer Service Department at 1-800-442-0593 or
submit a written request to Customer Service at email@example.com. Such consent will
be withdrawn for the particular documents or notices as specified by User. User
understands that the hardware and software required to view and retain
documents or notices delivered electronically includes Acrobat® Reader® and by
accepting this agreement, User has verified they have the software needed to
access such information in an electronic form.
solely responsible for any and all acts and omissions that occur under User’s
account or password, and User agrees not to engage in unacceptable use of the
Service, which includes, without limitation, use of the Service to:
(a) engage in spamming, flooding, harvesting of e-mail addresses or other
personal information, “spidering,” “screen scraping,”
“database scraping,” sending chain letter or any other activity with the
purpose of obtaining lists of users or other information; (b) disseminate or
transmit material that, to a reasonable person may be abusive, obscene,
pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or
malicious; (c) disseminate, store or transmit files, graphics, software or
other material that actually or potentially infringes the copyright, trademark,
patent, trade secret or other intellectual property right of any person; (d)
upload, post, publish, transmit, reproduce, distribute or in any way exploit
any information or other material obtained through the Service for any purpose
other than for which it is intended; (e) create a false identity or to
otherwise attempt to mislead any person as to the identity or origin of any
communication; (f) export, re-export or permit downloading of any message
or content in violation of any export or import law, regulation or restriction
of the United States and its agencies or authorities, or without all required
approvals, licenses or exemptions; (g) interfere, disrupt or attempt to
gain unauthorized access to other accounts on the Service or any other computer
network; (h) disseminate, store or transmit viruses, trojan
horses or any other malicious code or program; or (i) engage
in any other activity deemed by the Company to be in conflict with the spirit
or intent of this Agreement.
Agreement is effective upon User’s acceptance and shall continue in full force
until terminated. Either party may
terminate this Agreement for any reason upon prior notice to the other party.
Company reserves the right, in its sole discretion and without notice, at any
time and for any reason, to: (a) remove
or disable access to all or any portion of the Service; and (b) suspend
User’s access to or use of all or any portion of the Service.
Confidentiality of Information.
of utilizing the Service, User may access certain confidential and proprietary
business or technical information of Company, including policyholder
information, private medical information and other confidential proprietary
information (collectively, “Confidential Information”). User agrees to preserve the confidentiality
of all Confidential Information that is provided or obtained through its use of
the Service, and shall not, without the prior written consent of Company,
disclose or make available to any person (including through email or by posting
on a website), or use for its own or for any other person’s benefit, other than
as necessary in performance of its obligations under this Agreement, any
Confidential Information. User shall use
a commercially reasonable level of care to safeguard its password and the
Confidential Information against improper disclosure or use. User shall be solely responsible for any
damages claimed by an aggrieved third party or Company to have arise out of User’s disclosure of any Confidential
parties acknowledge and agree that a
breach of this Section by User will cause Company irreparable injury and damage.
User, therefore, expressly agrees that Company shall be entitled to
injunctive and other equitable relief to prevent a breach of this Section by
User or any of its representatives, and to secure its enforcement, in addition
to any other remedy to which Company might be entitled. The parties expressly waive the posting of
any bond or surety required prior to the issuance of an injunction
hereunder. However, in the event that
the court refuses to honor the waiver of bond hereunder, the parties hereby
expressly agree to a bond in the amount of One Hundred Dollars ($100.00). Any and all remedies for the breach of this
Section shall be cumulative and the pursuit of one remedy shall not be deemed
to exclude any other remedy with respect to the subject matter hereof.
Disclaimer of Warranties
SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED. USE OF THE SERVICE IS AT USER’S
SOLE RISK. COMPANY DOES NOT WARRANT THAT
THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES COMPANY MAKE ANY
WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE. COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE
Limitation of Liability
CIRCUMSTANCES SHALL COMPANY BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER
ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR THE INTERNET
GENERALLY, INCLUDING, WITHOUT LIMITATION, USER’S USE OR INABILITY TO USE THE
SERVICE, ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICE, DELAY, FAILURE,
UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL
OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT
ENTERED INTO THROUGH THE SERVICE, OR ANY DATA OR MATERIAL FROM A THIRD PERSON
ACCESSED ON OR THROUGH THE SERVICE, WHETHER SUCH LIABILITY IS ASSERTED ON THE
BASIS OF CONTRACT, TORT OR OTHERWISE. IN
NO EVENT SHALL COMPANY’S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL
FEES, IF ANY, PAID BY USER TO COMPANY HEREUNDER. SOME STATES PROHIBIT THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF
LIABILITY MAY NOT APPLY TO USER. IF USER
IS DISSATISFIED WITH THE SERVICE, USER’S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR
USER TO DISCONTINUE USE OF THE SERVICE AND TERMINATE THIS AGREEMENT IN ACCORDANCE
WITH SECTION 5.
agrees to indemnify, hold harmless and defend Company, its shareholders,
directors, officers, employees and agents from and against any action, cause,
claim, damage, debt, demand or liability, including reasonable costs and
attorney’s fees, asserted by any person, arising out of or relating to: (a) User’s breach of this Agreement;
(b) User’s use of the Service, including any data or work transmitted or
received by User; (c) violation of User’s confidentiality obligations as set
forth in this Agreement, and (d) any unacceptable use of the Service,
including, without limitation, any statement, data or content made, transmitted
or republished by User which is prohibited as unacceptable under Section 4.
Independent Contractors. The parties and their respective personnel,
are and shall be independent contractors and neither party by virtue of this
Agreement shall have any right, power or authority to act or create any
obligation, express or implied, on behalf of the other party.
Amendment. Company shall have the right, at any time and
without notice, to add to or modify the terms of this Agreement, simply by
posting the amended terms on the website.
User should periodically review these terms and conditions. User’s access to or use of the Service after
the date such amended terms are posted shall be deemed to constitute acceptance
of such amended terms.
Waiver. No waiver of any term, provision or condition
of this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be, or shall constitute, a waiver of any other
term, provision or condition hereof, whether or not similar, nor shall such
waiver constitute a continuing waiver of any such term, provision or condition
hereof. No waiver shall be binding
unless executed in writing by the party making the waiver.
Severability. If any provision of this Agreement is
determined to be illegal or unenforceable, then such provision will be enforced
to the maximum extent possible and the other provisions will remain fully
effective and enforceable.
Notice. All notices shall be in writing and shall be
deemed to be delivered when sent by first-class mail, postage prepaid, or when
sent by facsimile or e-mail to either parties’ last known post office,
facsimile or e-mail address, respectively.
User hereby consents to notice by e-mail. All notices shall be directed to the parties
at the respective addresses given above or to such other address as either
party may, from time to time, provide to the other party.
Law. This Agreement is made in and shall be
governed by the laws of the State of Missouri without reference to conflicts of
Forum. All actions, claims or disputes arising under
or relating to this Agreement shall be brought in the federal or state courts
in the State of Missouri. The parties
irrevocably submit and consent to the exercise of subject matter jurisdiction
and personal jurisdiction over each of the parties by the federal and/or state
courts in the State of Missouri. The
parties hereby irrevocably waive any and all objections which any party may now
or hereafter have to the exercise of personal and subject matter jurisdiction
by the federal or state courts in the State of Missouri and to the laying of
venue of any such suit, action or proceeding brought in any such federal or
state court in the State of Missouri.
Process. The parties irrevocably submit and consent,
and irrevocably waive any and all objections which any party may now or
hereafter have, to process being served in any such suit, action or proceeding
referred to in the preceding subsection pursuant to the rules of the applicable
court, including, without limitation, service by certified or registered mail,
return receipt requested. No provision
of this section shall affect the right of any party to serve process in any
manner permitted by law or limit the right of any party to bring suits, actions
or proceedings to enforce in any lawful manner a judgment issued by the state
or federal courts of the State of Missouri.
i. Attorney’s Fees. If any action in law or in equity is
necessary to enforce the terms of this Agreement, the prevailing party will be
entitled to reasonable fees of attorneys, accountants, and other professionals,
and costs and expenses in addition to any other relief to which such prevailing
party may be entitled.
Headings. The captions and headings of this Agreement
are included for ease of reference only and will be disregarded in interpreting
or construing this Agreement.
Force Majeure. If the performance of any part of this
Agreement by either party is prevented, hindered, delayed or otherwise made
impracticable by reason of any flood, riot, fire, judicial or governmental
action, labor disputes, act of God, act of terrorism, acts of war or any other
causes beyond the control of either party, that party shall be excused from such
to the extent that it is prevented, hindered or delayed by such causes.
Survival. The terms and provisions of Sections 2,
3, 4, 5, 7, 8, 9, 10 and 11 shall survive any
termination or expiration of this Agreement.
Entire Agreement. This Agreement constitutes the complete and
exclusive statement of the agreement between the parties with respect to the
Service and supersedes any and all prior or contemporaneous communications,
representations, statements and understandings, whether oral or written,
between the parties concerning the Service.