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LicenseView:

Service Agreement - Terms and Conditions

The "Terms and Conditions" ("Terms") outlined herein constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you," "customer"), and Insurance Data Partners, concerning your access to and use of the Services.  These agreements are entered into by Insurance Data Partners, LLC (referred to as "IDP," the exclusive owner and provider of the "LicenseView" product) and the Customer. They encompass the provision of IDP's Software Services, as further defined in Section 1.1 (License Grant), and associated implementation, training, maintenance, and technical support services, collectively referred to as the "Services." By utilizing IDP's services, the Customer acknowledges and agrees to these Terms. Confirmation of agreement with the terms of the provided Privacy Notice is indicated by accessing the "LicenseView" Site or IDP's services, as defined below.

IDP will provide you with prior notice of any scheduled changes to the Services you are using. Changes to Legal Terms will become effective seven (10) days after the notice is given. IDP reserves the right to make changes to new functionality, security updates, and bug fixes, in which case the changes will be effective immediately and without notice. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms. If you disagree with such changes, you may terminate Services as per section 10, "Term and Termination."

1. License and Services

1.1 License Grant. Subject to the terms and conditions of this Agreement, IDP hereby grants Customer a limited, non-exclusive, non-sublicensable, non-revocable, and non-transferable subscription license to access and use IDP's software, including all upgrades, updates, and versions thereto (collectively, the "Software Services") during the Term.

1.2 Software Services. In accordance with the Order Form, the applicable SOW, and these Terms, IDP will provide the Services described in any SOW to a professional industry standard.

2. Customer Responsibilities and Obligations

2.1 Customer Responsibilities. The customer will dedicate sufficient resources to implement the Software Services. Customer shall also be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Software Services, including, without limitation, hardware, servers, software, operating systems, networking, internet connection, web servers, email, and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Customer account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of the Customer account with or without Customer’s knowledge or consent.

 

2.2 Restrictions. Customer will not directly or indirectly (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Services or any related documentation or data; (b) modify, translate, or create derivative works based on the Services or (except to the extent expressly permitted by IDP); (c) remove any proprietary notices or labels; or (d) delete, mask or in any manner alter the copyright, trademark, or other proprietary rights notices of IDP appearing on the Software, Services, or documentation as delivered to Customer. (e)    Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

 

2.3 NIPR Pass-Through Terms; Fair Credit Reporting Act. Customer specifically acknowledges the Software Services use the National Insurance Producer Registry (“NIPR”) referenced at NIPR Producer Database as a data source. Customer also agrees that in order to use certain data portions of the Software Services, Customer must be registered with NIPR, and Customer’s use of the NIPR data is subject to NIPR’s terms of use set forth at NIPR Use Agreement (the “NIPR Use Agreement”) and the pass-through terms set forth in Attachment 2 at NIPR Pass-Through Terms (“NIPR Pass-Through Terms”), including the obligation for Customer to comply with the Fair Credit Reporting Act and obtain prior written consent for use of Customer’s consumers/producer reports obtained from the NIPR database. Notwithstanding anything to the contrary in this Agreement or otherwise, Customer’s use of the NIPR data is subject to the NIPR Use Agreement and the NIPR Pass-Through Terms, and Customer is solely responsible for its use of the NIPR data in violation of the NIPR Use Agreement or NIPR Pass-Through Terms. Customer represents, warrants, and covenants Customer will use the Software Services in compliance with these Terms, IDP’s standard published policies then in effect, all applicable laws and regulations, the NIPR User Agreement, NIPR Pass-Through Terms, and the applicable Fair Credit Reporting Act requirements. Customer agrees to indemnify and hold harmless IDP against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any third party claim or action that arises from an alleged violation of the foregoing. IDP may monitor Customer’s use of the Software Services and may prohibit any use of the Software Services it believes such use may be (or alleged to be) in violation of the foregoing.

 

2.4 Third-Party Services. The Software Services may allow Customer to access third-party websites, including other service providers and merchants from whom Customer may obtain services or goods, including, without limitation, JetAdmin.io (front-end), Stripe (payment processor), Google Cloud (PostGresdatabase) and/or NIPR's websites and services. Customer acknowledges IDP does not operate or control the products or services offered by these third parties, and IDP is not a party to any agreements, dealings, or transactions between Customer and these third parties. IDP takes no responsibility for any advertisements, services (if applicable) claims, or other information supplied to Customer by these third parties whether or not they are designated by IDP as “certified,” “recommended”, “endorsed” or otherwise. Customer uses such third-party services at Customer’s own risk and IDP does not guarantee or warrant any third-party services or goods in any way.

3. Warranty; Disclaimer

3.1 IDP affirms and warrants that during the Term: (a) IDP shall support the user in getting set up and onboarded to the product with self-guided resources; (b) the Software Services will conform to the Software Service’s then-current documentation in all material respects; and (c) the Software Services will provide the NIPR data to Customer as such data is provided by NIPR to IDP. Notwithstanding the foregoing, IDP cannot guarantee the accuracy of the underlying NIPR data, and Customer is solely responsible for its use of the NIPR data. Customer shall hold IDP harmless and indemnify IDP from any third-party claims resulting from Customer’s use of the NIPR data. This includes but isn't limited to late penalties or actions on licenses as a result of what IDP's Software does or does not provide to the user. It is the sole responsibility of each user to manage and maintain compliance with various state and federal regulatory requirements related to the acquisition or renewal of insurance licenses, regardless of IDP's services.

3.2 By Customer. Customer represents and warrants that during the Term, it shall be responsible for and comply with all laws, regulations, and third-party rights applicable to its access and use of Services, including, without limitation, the NIPR Use Agreement. Customer represents and warrants that it has obtained all legally compliant notifications and consent for the collection, use, and storage of the Customer's personal information used in the provision of the Services.

 

3.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY MAKES ANY WARRANTIES TO THE OTHER PARTY, AND EACH PARTY DISCLAIMS ALL WARRANTIES, ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY (EITHER IN FACT OR BY OPERATION OF LAW), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A SUFFICIENT OR PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE. THE WARRANTIES SET FORTH IN THIS SECTION 3 (WARRANTY; DISCLAIMER) ARE THE ONLY WARRANTIES MADE BY IDP IN CONNECTION WITH THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 3 (WARRANTY; DISCLAIMER), THE SERVICES AND ALL INFORMATION PROVIDED IN THE SERVICES ARE PROVIDED “AS IS,” AND IDP MAKES NO, AND EXPRESSLY DISCLAIMS ALL, OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES. NO DATA OR INFORMATION OBTAINED BY CUSTOMER FROM IDP THROUGH THE SOFTWARE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY KIND. IDP’S WARRANTIES DO NOT APPLY TO, AND IDP SHALL NOT BE RESPONSIBLE OR LIABLE FOR, THIRD-PARTY INFORMATION, DATA, SOFTWARE, SERVICES, OR TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, THE NIPR SERVICE AND DATA OR OTHER SERVICES. CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT THE INFORMATION AND DATA PROVIDED THROUGH THE SERVICES ARE PROVIDED BY NIPR AND OTHER THIRD PARTIES, AND MAY CONTAIN INACCURACIES, OMISSIONS, ERRORS, INACCURATE DATES, AND OTHER DEFECTS OR DEFICIENCIES, AND IDP WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, COSTS, OR EXPENSES OF ANY KIND RESULTING FROM THE USE OF OR INABILITY TO USE THE INFORMATION AND DATA CONTAINED IN THE SERVICES. IDP SHALL HAVE NO LIABILITY FOR CUSTOMER’S USE OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. IDP’S WARRANTY OBLIGATIONS ARE EXPRESSLY SUBJECT TO THE SERVICES BEING USED IN ACCORDANCE WITH THIS AGREEMENT, DOCUMENTATION, AND ANY OTHER INSTRUCTIONS PROVIDED BY IDP. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE COMPLEX WITH A VARIETY OF DEPENDENCIES, AND AS SUCH, IDP DOES NOT WARRANT OR REPRESENT THAT SERVICES ARE ERROR-FREE OR THAT THE USE OF THE SERVICES WILL BE SECURE, OR UNINTERRUPTED, NOR DOES IDP MAKE ANY WARRANTY OR REPRESENTATION AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. THE SERVICES MAY BE TEMPORARILY UNAVAILABLE FOR SCHEDULED MAINTENANCE OR FOR UNSCHEDULED EMERGENCY MAINTENANCE, EITHER BY IDP OR BY THIRD-PARTY PROVIDERS, OR BECAUSE OF OTHER CAUSES BEYOND IDP’S REASONABLE CONTROL.

 

4. Fees and Payment

4.1 Fees. The customer will pay IDP the then-applicable fees (“Fees”) for a subscription to access live National Producer Number Reports  ("NPNs") in US dollars in accordance with the payment terms at the time of subscription. Monthly fees for live-data access will be automatically charged on the same day each month until the subscription is canceled. If additional NPNs are added after the initial subscription, a one-time charge will apply at the applicable rate, and subsequent monthly fees will be adjusted accordingly. Fees are non-refundable, and the customer is responsible for all taxes, excluding U.S. taxes, based on IDP's net income. Reimbursement for incurred taxes is due within 30 days of receiving an invoice from IDP. At the Customer’s request, IDP will provide original receipts and documentation supporting such costs. Unless as otherwise specified herein or in an Order Form, (i) fees are based on the Services purchased and not actual usage, (ii) payment obligations are non-cancelable, and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant term.

 

4.2 Payment. Payment may be initiated by credit card or ACH transfer. If Customer believes IDP has billed Customer incorrectly, Customer must contact IDP no later than 30 days after the due date on the first invoice in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to IDP’s customer support department.

 

4.3 Suspension of Service and Acceleration. If any charge owing by Customer under this Agreement is more than thirty (30) days overdue, IDP may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under this Agreement so that all such obligations become immediately due and payable and suspend Services until such amounts are paid in full. IDP will give Customer at least 10 days’ prior notice that its account is overdue before suspending Services to Customer.

 

5. Confidentiality

 

5.1 Confidential Information. “Confidential Information” refers to business, financial, and technical information and materials provided by one party (“Discloser”) to the other party (“Recipient”), identified as “confidential” or “proprietary,” or known or reasonably known by the Recipient to be confidential based on the content or context. IDP’s Confidential Information includes, whether marked or not: (a) non-public information about the features, functionality, and performance of the Service; (b) information on IDP’s pricing, product roadmaps, and strategic marketing plans; and (c) non-public documentation and materials related to the Services.

 

5.2 Exceptions. This Agreement does not obligate the Recipient with respect to information if the Recipient can demonstrate that: (a) it was in their possession or known prior to receipt from the Discloser without an obligation to maintain its confidentiality; (b) it is or becomes generally known to the public without violating this Agreement; (c) it is obtained from a third party without an obligation to keep it confidential; or (d) it is independently developed by the Recipient without using or referencing the Discloser’s Confidential Information.

 

5.3 Protection. The Recipient shall protect the Confidential Information disclosed by the Discloser using at least reasonable care, in the same manner the Recipient protects its own Confidential Information. Both parties agree to maintain the confidentiality of the terms of this Agreement and not disclose any terms without prior written approval from the other party. However, the existence of this Agreement is not considered Confidential Information.

 

5.4 Use and Disclosure. The Recipient may only use the Discloser’s Confidential Information to perform its obligations and exercise rights under this Agreement. Except as expressly provided, the Recipient may not disclose such information without the Discloser's prior written consent, except to certain entities such as the Recipient’s employees, consultants, service providers, and agents who need the information and are bound by confidentiality obligations. Disclosure may also occur to enforce the terms of this Agreement, as required by law, or under specific terms to certain third parties in connection with corporate transactions.

5.5 Legally Compelled Disclosure. Either party may disclose Confidential Information if required by law or regulatory authorities. If such disclosure is compelled, the Recipient must promptly notify the Discloser in writing and cooperate with them to contest or limit the scope of the required disclosure. In case of a legal proceeding, the Recipient will seek a protective order or other appropriate remedy and use best efforts to obtain confidential treatment for the disclosed Confidential Information.

 

6. Proprietary Rights

 

6.1 Customer Data. Customer owns all right, title, and interest in all data provided for IDP’s Services, including NPN Data (“Customer Data”).

 

6.2 IDP Services. IDP owns and retains all right, title, and interest in (a) the Services and Software Services, including improvements, enhancements, modifications, and derivative works; (b) any software, applications, inventions, or other technology developed in connection with the Services and support; (c) all comments, test results, and other feedback on the Services; and (d) all intellectual property rights related to the foregoing.

 

7. Personal Information and Data Security

 

7.1 Privacy Policy. In providing the Services, IDP processes Customer Data, including Personal Information, in accordance with the IDP Privacy Policy.

 

7.2 Data Processing. IDP processes Personal Information only for providing the Services and in accordance with these Terms.

7.3 Service Providers. IDP may engage third-party service providers, subject to written agreements with obligations no less protective than those under the Terms, to assist in providing the Services.

 

7.4 Data Rights. IDP will promptly notify the Customer of any complaint or request related to IDP’s data protection obligations and will assist in addressing such matters.

 

7.5 Data Security. IDP implements and maintains industry-standard security measures to prevent unauthorized access to and disclosure of Personal Information processed through the Services. IDP will promptly notify Customer of any Security Incident and take necessary steps for remediation.

 

7.6 Customer’s Obligations. Customer is responsible for providing appropriate privacy notices and obtaining required consents for IDP to process Customer Personal Information through the Services.

 

7.7 Data Protection Laws. IDP will comply with all applicable privacy and data protection laws. When requested, IDP will execute supplemental security and data protection terms as required by law.

 

7.8 CCPA/CPRA. IDP understands and certifies compliance with the California Consumer Privacy Act (“CCPA”) and/or California Privacy Rights Act (“CPRA”). IDP will safeguard California Personal Information in accordance with applicable laws.

 

8. Indemnification

 

8.1. Both parties agree to defend, indemnify, and hold harmless, including our subsidiaries, affiliates, and all respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4)  violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services. Both parties will use reasonable efforts to notify the other party of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

 

9. Limitation of Liability

 

9.1 Liability. Except for obligations related to Fees, Payments, and Indemnification, neither party shall be liable for certain types of damages, including consequential, incidental, or indirect damages. IN NO EVENT WILL IDP OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM CUSTOMER'S USE OF THE SERVICES, EVEN IF IDP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IDP's LIABILITY TO CUSTOMER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO IDP DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.

10. Term and Termination

 

10.1 Term. This Agreement becomes effective at the commencement of a subscription period and remains in effect until the subscription is terminated. Customer can cancel their subscription at any time by logging into their account. Cancellation will take effect at the end of the current paid term.

 

10.2 Termination for Breach. Either party may terminate this Agreement if (i) the other party materially breaches any terms or conditions and fails to cure within 30 days after receiving written notice describing the breach, except for payment obligations; or (ii) the other party becomes subject to a bankruptcy petition or any insolvency proceeding.

 

10.3 Refund or Payment upon Termination. If Customer terminates in accordance with Section 10.2, IDP refunds prepaid fees for the remainder of the Term. If terminated by IDP per Section 10.2, Customer pays unpaid fees for the remainder of the term, to the extent permitted by law. Termination does not relieve Customer of paying fees for the period before termination.

 

10.4 Effects of Termination. Active updates to Customer Data (NIPR sync) will cease immediately upon cancellation. Customers can download static Customer Data stored by IDP for up to 30 days post-termination. However, upon termination upon request, each party shall return or destroy the other party’s Confidential Information. Within 30 days of termination, Customer agrees to remove Software Services or allow IDP access to remove them from its environment.

 

11. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending IDP emails, and completing online forms constitute electronic communications. Customer consents to receive electronic communications, and agrees that all agreements, notices, disclosures, and other communications IDP provides to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
 

12. Miscellaneous

 

12.1 Marketing Reference. IDP may use Customer’s corporate name and logo in promotional materials upon written request.

 

12.2 No Insurance Transactions; No Licenses. IDP does not engage in insurance transactions. The customer is solely responsible for complying with insurance licensing requirements and decisions made while using the Services.

 

12.3 Licensing Transaction Disclaimer. Information provided by IDP is not legal, financial, or professional advice. IDP does not warrant information accuracy and is not responsible for damages resulting from Customer decisions based on Software Services information.

 

12.4 Notices. Legal notices shall be in writing and delivered personally, by courier, registered U.S. mail, or sent by facsimile or electronic mail. Address changes shall be communicated similarly.

 

12.5 Entire Agreement. This Agreement supersedes all prior written or oral agreements on the same subject matter. Terms in each Order Form supersede conflicting Terms.

 

12.6 Survival. Certain provisions, including defined terms, accrued but unpaid payment obligations, confidentiality obligations, warranty disclaimers, and limitations of liability, survive termination.

 

12.7 Amendments and Waivers. No Order Form amendment is valid unless in writing and signed by authorized representatives. IDP may amend these Terms, effective upon Customer’s continued Software Services use after posting amended Terms to IDP’s website.

 

12.8 Assignment. The customer cannot assign this Agreement without IDP’s written consent. This Agreement benefits and binds the parties and their successors and permitted assigns.

 

12.9 Force Majeure. Neither party is liable for failure or delay caused by uncontrollable events, excluding payment obligations.

 

12.10 Export Laws and Regulations. The Agreement complies with U.S. export laws and regulations.

 

12.11 Independent Parties. Parties are independent, not in a partnership or joint venture. No party can bind the other or create obligations.

 

12.12 No Third-Party Beneficiaries. This Agreement benefits only IDP and Customer; no third party has rights or benefits.

 

12.13 Dispute Resolution

a. Binding Arbitration. Any claim will be resolved through binding arbitration under CPR rules, held in Reno, Nevada

b. Equitable Relief. Parties can seek equitable relief in court for breach of proprietary or confidentiality rights.

12.14 Governing Law. This Agreement is governed by Delaware law, adjudicated in Reno, Nevada.

 

12.15 Remedies. All remedies under these Terms are cumulative and without prejudice to other available legal or equitable remedies.

 

12.16 Severability. If any provision is invalid, it will be limited to the minimum extent necessary for validity. If invalidity persists, it will be severed, and the remaining provisions remain valid. The parties will attempt to substitute a valid provision.

 

Questions About IDP’s Service Terms and Conditions?

Please contact Insurance Data Partners, LLC

 

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