General Terms and Conditions

These General Terms and Conditions govern the use of and access to products and services purchased from Uzio, Inc. (including its subsidiaries and affiliates) pursuant to the Partner Agreements/Order Forms referencing these General Terms and Conditions.

SECTION 1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:

“Customer” shall mean the party identified as Customer on the applicable Order Form.

“Partner Agreement/Order Form” shall mean the document executed by Customer under which Customer subscribes to use the Uzio Solution.

“User” shall mean Customer’s employees, employer clients and other end users (excluding agencies and other third party entities having broker business) who are properly registered on Uzio platform to access and use the Uzio Solution licensed by Customer.

“Uzio” shall mean Uzio, Inc. (and its affiliates and subsidiaries).

“Uzio Solution” shall mean Uzio’s platform service offering which Customer subscribed to use and license under the applicable Order Form.

SECTION 2. GRANT OF LICENSE

2.1  License and Authorization.  Subject to the terms and conditions of this Agreement, UZIO hereby grants to Customer, during the Term (as defined below) of the Agreement, a limited, non-exclusive, non-transferable license to access and use the UZIO Solution in its form as a hosted software-as-a-service solution, with the right to grant sublicenses to each User to access and use the UZIO Solution, in accordance with all usage guidelines and other instructions provided by UZIO to Customer, as may be updated from time to time in UZIO’s sole discretion.

2.2  License Restrictions.  Customer shall not, directly or indirectly, and Customer shall not permit any User or other third party to, (i) translate, reverse engineer, decompile, disassemble or otherwise attempt to discover or copy the object code, source code or underlying ideas or algorithms of the UZIO Solution, for any reason; (ii) modify, translate, or create derivative works based on any element of the UZIO Solution or any related documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the UZIO Solution; (iv) use the UZIO Solution for timesharing or otherwise for the benefit of any person, entity, third party insurance agencies, brokers, other than for the benefit of Customer or Customer’s Users; (v) remove any proprietary, confidential and copyright notices from UZIO materials furnished or made available to Customer; (vi) publish or disclose to third parties any evaluation of the UZIO Solution without UZIO’s prior written consent; or (vii) use the UZIO Solution for any purpose other than its intended purpose. The license rights granted herein do not grant a license to or access to the source code of the UZIO Solution.  The foregoing restrictions also shall apply to third party materials of UZIO’s licensors.

2.3  Use of Logos and Materials. Customer hereby grants to Uzio (and its affiliates) a limited, nontransferable, nonexclusive right and license during the Term to reproduce and copy Customer’s trade names, logos, promotional literature, brochures, pamphlets and other marketing materials describing Customer’s services which Uzio deems reasonably necessary to fulfill its obligations under this Agreement; provided that, all copyright, trademark and other proprietary markings of Customer are reproduced in full without modification.

SECTION 3. SUPPORT

UZIO will provide to Customer the following support services described in this Section for the UZIO Solution (collective, “Support”). UZIO will provide Customer with the ability for Customer’s designated support person (the “Designated Employee”) to access an online trouble ticket system to report problems or issues with the UZIO Solution.  Only the Designated Employee may report such problems or issues.  UZIO will use reasonable efforts to respond to and address problems and issues raised by Customer’s Designated Employee consistent with efforts used by UZIO for its other customers during normal business hours.  In addition, UZIO will make available to the Designated Employee a telephone number where the Designated Employee may report problems and issues with the UZIO Solution or ask questions regarding the UZIO Solution, in each case, ‘s during UZIO normal business hours.  Additional information regarding support is available upon Customer’s request.  

SECTION 4. FEES, COSTS and COMPENSATION

4.1  All fees, costs and compensation shall be set forth in the applicable Order Form.

4.2 Unless otherwise stated in the Order Form, all monthly subscription fees will start on the actual activation date when the UZIO Solution is available to Customer’s Users.  All other fees, costs and compensation shall be payable as set forth in the Order Form, and if not set forth in the Order form, then payable when invoiced.  All fees, costs and compensation are quoted and payable in United States currency. Except as otherwise expressly provided in this Agreement, fees are non‑refundable once paid.

4.3  Fees stated in this Agreement are exclusive of any federal, state, municipal, value-added, foreign withholding or other governmental taxes, duties, fees, excises or tariffs now or hereafter imposing on the licensing, sale, transportation, import, export or use of the UZIO Solution, or any improvements, alterations, or amendments to the UZIO Solution.  Where applicable, Customer will be responsible for, and if necessary will reimburse, UZIO for all such taxes duties, fees, excises or tariffs, except for government or local taxes imposed in UZIO’s corporate net income.

4.4  Unless otherwise set forth in the Order Form, Customer will pay invoices within thirty (30) days of invoice receipt.  Fees not paid when due shall bear interest from the due date until paid at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less.  Customer’s payment of such interest on late payments shall not prevent UZIO from exercising any other rights under this Agreement and applicable law.

4.5 Unless otherwise specified in the applicable Order Form, fees are subject to increase on an annual basis.  UZIO will provide Customer with notice of any fee increase prior to any fee increase taking effect.

SECTION 5. INTELLECTUAL PROPERTY

All right, title and interest in the UZIO Solution and any other UZIO materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Customer regarding the UZIO Solution, including all copyright rights, patent rights and other intellectual property rights in each of the foregoing, belong to and are retained solely by UZIO or UZIO’s licensors and providers, as applicable.  Customer hereby does and will irrevocably assign to UZIO all ideas, feedback and suggestions made by Customer to UZIO regarding the UZIO Solution (collectively, “Feedback”) and all intellectual property rights in the Feedback.  Customer agrees to execute any documents or take any actions as may reasonably be necessary, or as UZIO may reasonably request, to perfect such ownership of the Feedback.  To the extent any of the rights, title and interest in and to Feedback or intellectual property rights therein cannot be assigned by Customer to UZIO, Customer hereby grants to UZIO an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest.  Customer hereby: (i) waives any and all claims against UZIO (and its affiliates, subsidiaries, licensees and customers) regarding use of any Feedback; (ii) consents to UZIO’s (and its affiliates’, subsidiaries’, licensees’ and customers’) use and infringement of Customer’s rights in the Feedback; and (iii) will not interfere with UZIO’s (or its affiliates’, subsidiaries’, licensees’ or customers’) use of any of the Feedback, however it may be exploited.  Except for the express licenses granted in Section 2 (Grant of License), there are no other licenses granted to Customer, express, implied or by way of estoppel.  All rights not granted in this Agreement are reserved by UZIO.  Any work product resulting from professional services performed on behalf of Customer shall be owned exclusively by UZIO, and such work product shall be deemed Feedback and subject to the foregoing assignment, consent and waiver.

SECTION 6. TERM & TERMINATION

6.1  Term.  This Agreement shall remain in effect for the period set for in the Order Form (the “Initial Term”).  If the Order Form does not establish an Initial Term period, then the Initial Term shall be for a period of one (1) year.  The Initial Term period shall begin as of the date set forth in the Order Form.  To the extent the Order Form is silent as to the start date of the Initial Term, then the Initial Term shall begin as of the date the Order form is last executed by the Parties.  Upon expiration of the Initial Term, and unless otherwise specified in the applicable Order Form, this Agreement shall renew for one (1) year periods (each, a “Renewal Term,” together with the “Initial Term,” the “Term”) until: (i) a party notifies the other in writing of its intent not to renew no later than sixty (60) days prior to expiration of the current Term period; or (ii) a party terminates this Agreement as provided herein.

6.2  Termination.  This Agreement may be terminated by either party immediately upon written notice (a) if the other party materially breaches any obligation hereunder and the breaching party fails to cure such breach within thirty (30) days after such notice, or (b) if the other party is the subject of a voluntary or involuntary bankruptcy, reorganization or liquidation proceeding, is insolvent, makes an assignment for the benefit of creditors or admits in writing its inability to pay debts when due. In addition to the termination right set forth above, UZIO shall have the right to terminate this Agreement or any Order Form for any reason or no reason upon fifteen (15) days written notice to the Customer.

6.3  Rights and Obligations After Termination.   If either party terminates this Agreement pursuant to Section 6.2, Customer shall pay to UZIO any amounts owed to UZIO through the date of termination within 30 days of the date of termination.  In the event this Agreement expires due to a Party’s decision not to renew pursuant to Section 6.1, Customer’s obligation to pay any compensation in existence as of the effective date of such expiration shall survive the Agreement’s expiration. Upon termination or expiration of this Agreement or an Order Form: (a) all rights granted to Customer for the applicable UZIO Solution shall immediately cease and Customer shall immediately cease using the UZIO Solution; (b) Customer shall have 30 days to retrieve all Customer data; (c) UZIO will have no obligation to maintain the Customer data after 30 days of termination; (d) if Customer requires the assistance of UZIO in order to complete data retrieval, then professional services will be performed at UZIO’s then-current applicable hourly rate and/or one time data support fee; (e) UZIO shall have the right to continue the business with, any and all persons and entities, including but not limited to employers, who dealt with or were referred by Customer.

6.4  Customer Conduct.  UZIO may suspend or terminate Customer’s access to the UZIO Solution, at UZIO’s sole option, with notice to Customer, if Customer is believed to be in violation of any laws, and such suspension or termination will continue until the applicable issue is resolved.  UZIO may suspend or terminate a Customer’s access, or a User’s access, to the UZIO Solution without liability to Customer or the User, at UZIO’s sole option, in the event Customer or a User is in violation of any applicable terms governing use of the UZIO Solution, or if Customer’s or a User’s actions may otherwise cause harm to the UZIO Solution or UZIO’s business, or otherwise poses risk to data processed through the UZIO Solution.  UZIO shall not be liable to Customer, a User or any third party for UZIO’s temporary suspension or termination of access to, or right to use, the UZIO Solution if such termination or temporary suspension is permitted under this Section.

6.5.  Survival.  The following Sections of this Agreement shall survive the termination of this Agreement: Section 5 (Intellectual Property); Section 7 (Limited Warranty; Liability); Section 8 (Indemnification); Section 9 (Confidentiality).

 

SECTION 7. LIMITED WARRANTY; LIABILITY

7.1  disclaimer.  The services provided under this agreement are provided “as is” and “as available” without warranty of any kind.  UZIO hereby disclaims any warranties, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement, or any warranty, guarantee, or representation regarding the use, or the results of the use of UZIO’s services.

7.2  limitation of liability.  Under no circumstances shall UZIO (or its affiliates or subsidiaries) be liable to customer, a user, or any third parties for any lost profits, indirect, incidental, consequential, special or punitive damages for any matter arising from or relating to this agreement, any services provided hereunder, including, without limitation, the accuracy of any data or information.  In no event will UZIO’s liability (including its affiliates or subsidiaries) in the aggregate exceed the fees paid by customer to UZIO during the six (6) months preceding the date the claim arose.

SECTION 8. INDEMNIFICATION

8.1    UZIO Indemnification.  UZIO shall defend Customer from third party claims alleging that the UZIO Platform, as used by Customer in accordance with this Agreement, infringes the intellectual property rights of a third party, and shall indemnify and hold Customer harmless from and against liability, damages and costs awarded by judgment or settlement in such claim (including reasonable attorney fees).  The foregoing indemnification obligation is contingent upon: (i) Customer providing prompt notice to UZIO of any claim so as not to prejudice UZIO’s ability to defend or settle the claim; (ii) Customer granting Uzio, or its designee, sole control over the defense and settlement of the claim; and (iii) Customer cooperating, in all reasonable respects, with the defense of the claim and any investigation related thereto.  If a claim of infringement is brought or threatened, UZIO shall use commercially reasonable efforts to: (i) procure a license that will protect customer against the claim; (ii) modify or replace all portions of the UZIO Solution as needed to avoid the claimed infringement; or (iii) if neither of the foregoing are feasible, terminate the Agreement and refund to the Customer fees paid during the annual period of the then-current Term.

8.2    Customer Indemnity.  Customer shall defend UZIO (and its affiliates and subsidiaries, as well as officers, directors and employees) from and against any and all claims arising out of Customer’s breach of this Agreement, or other actions, inactions or omissions of Customer or its agents or representatives (and its contractors), including but not limited to violations of law and the improper access to or disclosure of data, and shall indemnify and hold UZIO (and its affiliates and subsidiaries, as well as officers, directors and employees) harmless from and against any and all liability, losses, damages, fines or costs awarded or due a third party, or otherwise incurred by UZIO (and its affiliates and subsidiaries, as well as officers, directors and employees) to remedy Customer’s breach, action, inaction, or omission (including that of its agents, representatives or contractors).

SECTION 9. CONFIDENTIALITY

9.1   Obligations. Each Party agrees to maintain in confidence any non-public information of the other Party, whether written or otherwise, disclosed by the other Party in the course of performance of this Agreement that a Party knows or reasonably should know is considered confidential by the other Party (“Confidential Information”).  Except as necessary to perform under this Agreement, each Party that is a recipient of Confidential Information (the “Recipient”) agrees that it will not disclose, provide or otherwise make available any Confidential Information of the other Party (the “Disclosing Party”) without the other Party’s prior written consent.  In addition, each Recipient agrees that it will not:

(i) use the Disclosing Party’s Confidential Information for any purpose beyond the scope of this Agreement;

(ii) copy any part of the Confidential Information or disclose any part of the Confidential Information to any Person other than Recipient’s employees, consultants or subcontractors who are bound by agreements containing confidentiality provisions substantially the same as those contained in this Agreement;

(iii) authorize or permit any such employee, consultant or subcontractor to use or disclose any part of the Confidential Information for any purpose other than as set forth in this Agreement; or

(iv) produce any product nor offer any service of any nature whatsoever based in whole or in part on the Confidential Information nor cause or assist any other Person in doing so.

9.2      Exclusions.  The Recipient’s obligations under this Agreement will not apply to any portion of the Confidential Information that:

(i) at the time of disclosure to the Recipient, was in the public domain or subsequently becomes a part of the public domain through no breach of this Agreement;

(ii) The recipient had in its possession at the time of disclosure by the Disclosing Party, as established by written documentation in existence at that time, and that was not acquired directly or indirectly from the Disclosing Party or with knowledge of confidentiality restrictions;

(iii) Recipient subsequently acquires by lawful means from a third-party who is under no obligation of confidentiality or non-use owed to Disclosing Party; or

(iv) Recipient subsequently and independently develops without any use of or reference to the Confidential Information.

9.3    Legal Process.  If the Recipient is legally compelled to disclose any portion of the Confidential Information in connection with a lawsuit or similar proceeding or to any governmental agency, the Recipient will give Disclosing Party prompt notice of that fact, including in its notice the legal basis for the required disclosure and the nature of the Confidential Information that must be disclosed.  The Recipient will cooperate fully with the Disclosing Party in obtaining a protective order or other appropriate protection relating to the disclosure and subsequent use of the Confidential Information.  The Recipient will disclose only that portion of the Confidential Information that is legally required to be disclosed.

9.4 Return of Confidential Information. Upon request of the Disclosing Party, termination or expiration of this Agreement or an Order Form, the Recipient shall, to the extent commercially practicable, destroy the Disclosing Party’s Confidential Information and, at the Disclosing Party’s request, certify the same.  Notwithstanding the foregoing and subject to its confidentiality obligations under this Agreement, the Recipient (i) may retain Confidential Information to the extent consistent with its record-retention policies or procedures, any legal requirement or standard, or its compliance policies or procedures and (ii) is not obligated to destroy and delete any Confidential Information that may be contained in its electronic back-up systems established for archival or disaster-recovery purposes or if deletion of Confidential Information is infeasible.

SECTION 10. CUSTOMER OBLIGATIONS

Customer represents and warrants, during the Term, that it is in compliance with and will comply with all applicable laws, including but not limited to: (i) laws and licensing applicable to the nature of Customer’s business; and (ii) privacy and data protection laws and regulations applicable to Customer’s business and its performance of its obligations under this Agreement with respect to any data uploaded or submitted to the UZIO Solution to which Customer has access, including, without limitation, the requirements under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the related regulations.  Customer shall indemnify UZIO for any losses, costs and expenses incurred by UZIO, as well as any liabilities owed to a third party, resulting from Customer’s failure to comply with applicable laws.   Moreover, Customer shall remain responsible for the actions, inactions or omissions of any third party to which Customer shares data.  Except for the UZIO Solution, Customer will have sole responsibility for its hardware, software and services costs and expenses related to offering its services on the UZIO Solution (such as, but not limited to, computers and internet access), as well as any and all operational functions required by applicable laws which are not part of the UZIO Solution (such as, but not limited to, oral interpretation under 45 CFR 155.205(c)), and the costs associated therewith.

SECTION 11. GENERAL PROVISIONS

11.1 Entire Agreement; Severability; Waiver. This Agreement, including any appendix and other schedules or documents referenced herein, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, both oral and written, with respect to the subject matter hereof.  Except as otherwise provided herein, no amendment or modification of this Agreement or any appendix or schedule shall be effective unless in writing and signed by both Parties.   If any term or provision of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining terms and provi­sions of this Agreement shall remain in full force and effect, and such invalid, illegal or unenforceable term or provision shall be deemed not to be part of this Agreement. Failure of Uzio at any time to enforce any of the provisions of this Agreement shall not be deemed to be a waiver of such or any other provision hereof.

11.2     Amendment.  Uzio, in its sole discretion, may modify or amend the terms of this Agreement from time to time.  The modified or amended terms will supersede any prior version.  Uzio will notify customer of such modified or amended terms, either in writing delivered to Customer’s designated contact representative (including via email) or through notice in the Customer’s account and administration portal available to Customer within the Uzio Solution.  Upon Customer’s receipt of notice, or the placement of the notice within the account and administration portal, Customer will have (thirty) 30 days to provide Uzio with written notice of its objection to the modified or amended terms.  To the extent Customer effectively delivers notice, and the parties are unable to otherwise reach agreement on Uzio’s changes to this Agreement, then the prior version of the Agreement between the parties will remain in full force and effect.  If Customer fails to provide written notice of its objection within the 30-day period described above, Customer hereby agrees that its continued use of the Uzio Solution to which these terms apply will be deemed acceptance of the modified or amended terms.

11.3  Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without reference to conflict of laws principles.  The courts of the Commonwealth of Virginia, or the federal courts of the United States situated therein, as applicable, shall have sole and exclusive jurisdiction over any action, claim, demand, proceeding or lawsuit whatsoever arising under or in relation to this Agreement or its subject matter. The Parties irrevocably agree, consent and submit themselves to the subject matter and personal jurisdiction of such courts for such purposes, and agree not to plead or claim in such courts that any such action has been brought in an inconvenient forum.

11.4  Relationship.  Agreement is not intended to create, nor should it be construed as creating, an agency, joint venture, partnership or similar relationship between the Parties.  Uzio will act solely as an independent contractor of Customer, and neither Uzio nor Customer will have the right to act for or bind the other Party in any way or to represent that the other Party is in any way responsible for any acts or omissions of such Party.

11.5  Force Majeure.  Neither Party will be held responsible for any delay or failure in performance (other than payment obligations) to the extent that such delay or failure is caused by fire, flood, explosion, civil commotion, terrorism, war, strike, labor dispute, vandalism, embargo, government regulation demand, or requirement, civil or military authority, act of nature, acts or omissions of carriers, “hacker” or denial of service attacks, or other causes beyond its control.

11.6  HIPAA Compliance.  Parties have agreed to incorporate herein by reference a Business Associate Agreement (as defined by applicable law), which accompanies these terms and is intended to satisfy the requirements of the Privacy and Security Rules of the Health Insurance Portability and Accountability Act (and associated regulations), as such rules and regulations are deemed applicable to the relationship of the Parties.

11.7 Assignments; Binding Effect.  This Agreement shall be binding upon the parties hereto and their respective successors and assigns; provided that this Agreement may not be assigned, or otherwise transferred by either party without the prior written consent of the other party, which the other party will not unreasonably withhold; and provided further that (i) consent is not required for an assignment to an affiliate of parties and (ii) any reorganization, merger, consolidation, sale of assets or other form of business combination by parties shall not be deemed to constitute an assignment of this Agreement so long as the successor entity assumes all obligations hereunder.

11.8  Privacy Policy.  A Privacy Policy shall be displayed publicly on the Uzio Solution and govern the use of User’s personal information.  A copy of such Privacy Policy is available to Customer, upon Customer’s request, prior to Customer’s use of the Uzio Solution.  Customer agrees to comply with the Privacy Policy in Customer’s own use of User personal information, and ensure that any third party to which Customer grants access to such information does same.  Customer shall defend, indemnify and hold harmless Uzio from and against all damages resulting from third party claims for use of information in violation of the Privacy Policy.  Uzio may make non-material changes to the Privacy Policy without notice to Customer.  Such non-material changes are effective immediately upon incorporation.  Uzio may make material changes to the Privacy Policy upon prior written notice to Customer.  Customer will have 30 days from date of notice to object to any material change (“Notice Period”). Customer must deliver written notice of objection to Uzio prior to the expiration of the Notice Period.  Customer agrees that if Uzio does not receive notice within the allotted 30-day period, the changes to the Privacy Policy will be deemed accepted and become effective immediately upon expiration of the Notice Period.  In the event that Customer objects and properly notifies Uzio, any material changes agreed upon between the Parties shall be deemed effective upon written agreement between the Parties.

11.9  Training and Documentation.  Uzio will provide scheduled training and documentation (“Base Training”) to Customer with regard to the Uzio Solution all in accordance with the Training & Documentation Plan provided to Customer. In the event Customer requests training in excess of the Base Training, Uzio will provide such additional training at the then-current pricing for such services (or as otherwise specified in the Training & Documentation Plan). The number of trainees, frequency of training, and location shall be as specified in the applicable Order Form or Training and Documentation Plan provided to Customer.  All training and related documentation shall be in the English language. Spanish language documentation will be provided only if approved and detailed in the Order Form. No other languages will be supported. Training and documentation shall be deemed Confidential Information of Uzio (or its licensors) and shall be treated as such by Customer, and its employees in accordance with the confidentiality obligations of this Agreement.

11.10   Branding.  Customer acknowledges and agrees that the Uzio Solution made available to Customer and its Users will display publicly “Powered by Uzio” or a phrase of a similar nature as determined by Uzio in its sole discretion.

11.11   Notices. All notices under this Agreement shall be in writing, properly addressed and shall be: (a) mailed by first-class or express mail, postage prepaid; (b) sent by reputable overnight delivery service; or (c) personally delivered to the receiving Party.  Each notice shall be deemed given upon receipt of such notice by the other Party.  Unless otherwise provided by Customer in writing, all written notices shall be sent to the address and contact representative as set forth in the Order Form.  Customer is obligated to inform Uzio in writing of any changes to Customer’s address or contact representative.  Notice to Customer shall be deemed received if delivered to the address and representative set forth on the applicable Order Form, unless Customer has provided Uzio in writing with alternate information for written notices.  Notices sent to Uzio should be sent to the following:

UZIO, Inc.
12355 Sunrise Valley Drive, Suite 300
Reston, VA 20191
Attn: Legal Department

[Last Updated: September 5, 2019]