EverQuote will use commercially reasonable efforts to transmit Lead Data to Agent. EverQuote may use affiliates or other third parties to generate Leads and Lead Data. For purpose of this Agreement, (a) “Lead Data” means the information sourced by EverQuote as a single comprehensive dataset and expressly licensed to Agent for the specific purpose of marketing insurance products to end-consumers, and (b) a “Lead” refers to the end-consumer identified in the Lead Data.
During the term of this agreement, EverQuote grants Agent, subject to the terms of these EverQuote Pro Terms, a limited, non-exclusive (except as set forth below), non-transferable license to use the Lead Data for the purpose of verifying the Lead Data and providing Leads with insurance quotes, or insurance products. Agent may, in addition to insurance products, also offer other relevant insurance products to the end-consumers named in the Leads.
In an effort to provide end-consumers with the best user experience, Agent agrees to contact Leads in a timely manner, and in any event will attempt in good faith to contact such Lead within three (3) hours of receiving Lead Data.
Agent shall pay for either: (a) an “Exclusive Lead” (meaning the exclusive license to Agent of Lead Data for use by Agent, and no other individual Agents on the EverQuote Pro platform other than Agent or EverQuote); or (b) a “Shared Lead” (defined as the non-exclusive license to Agent of Lead Data). Regardless of whether a Lead is shared or exclusive, EverQuote retains the right to remarket to all Leads.
Agent will provide quotes only from insurance carriers or providers for which Agent is authorized and/or licensed and will only provide quotes for insurance carriers that were previously disclosed and identified by Agent to EverQuote.
Lead Data may only be used by Agent and may not be used by any other person or entity. For the avoidance of doubt, regardless of whether Lead Data is licensed by Agent on a Shared Lead basis or an Exclusive Lead basis, Agent shall not be permitted to transfer, assign, sublicense or otherwise convey or share the Lead Data to any other person or entity for any purpose whatsoever.
Agent will comply with any and all federal, state, local and industry laws, rules, regulations or requirements, including, without limitation, the Telephone Consumer Protection Act, 42 U.S.C. §§ 227 et seq., as amended (“TCPA”), the CAN-SPAM Act of 2003, 15 U.S.C. 7701, et seq., as amended, Do Not Call List requirements and any other applicable U.S. federal or state law concerning privacy or data security (collectively, the “Privacy Regulations”).
Agent shall be responsible for all charges incurred via Agent's account on the EverQuote Pro platform. Charges shall be made in advance against Agent's credit card and the amount of the advanced charges shall be offset as Agent licenses Leads. Charges are exclusive of applicable taxes. To the fullest extent permitted by law, Agent waives all claims relating to charges (including any claims for charges based on suspected invalid Lead Data) unless claimed within ten (10) days after the charge (without prejudice to Agent's credit card issuer rights). Charges are based solely on EverQuote’s analysis of Lead Data licensed through the EverQuote Pro platform. To the fullest extent permitted by law, refunds (if any) are at the sole discretion of EverQuote. Agent acknowledges and agrees that any credit card and related billing and payment information that Agent provides to EverQuote may be shared by EverQuote with companies who work on EverQuote’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to EverQuote and servicing Agent’s account. EverQuote may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. EverQuote shall not be liable for any use or disclosure of such information by such third parties.
Agent may cancel its EverQuote Pro account at anytime by contacting EverQuote customer support. Upon cancellation of Agent’s account, any unused account balance previously charged to Agent’s credit card shall be refunded to Agent within 5 business days of such cancellation. Notwithstanding the foregoing, Agents shall not be entitled to a refund if the Agent funds relate to an incentive program that explicitly prohibits refunds.
Each party hereby acknowledges that, as between the parties, the other party and its licensors own all rights, title and interest in and to their respective websites and other Intellectual Property Rights (defined below) used in their respective businesses, including, without limitation, any query information or data resulting from end-consumer use of such websites and any Intellectual Property Rights related thereto. Each party’s name(s) and logo(s) are trademarks of such party, and no right or license is granted to the other party or to any end-consumer to use such trademarks, except as expressly set forth in these EverQuote Pro Terms. The Lead Data generated by EverQuote shall at all times be the intellectual property of EverQuote, subject to the reasonable license rights and permitted uses provided by EverQuote to Agent. Agent hereby grants to EverQuote a limited, non-transferable, non-exclusive, royalty-free license, during the term of this agreement, to use, reproduce, transmit and display Agent’s name, address, contact information, logo and/or other marks for the purpose of displaying Agents’ information, including contact information and carrier affiliation, to users of the EverQuote websites. “Intellectual Property Rights”, as used herein, also means all intellectual property rights worldwide, including (i) trade names, registered and unregistered trademarks, service marks, logos and any applications therefor; (ii) all patents, patent applications and invention disclosures, including the inventions and improvements described and claimed therein; (iii) all registered and unregistered copyrights in both published works and unpublished works; (iv) all rights in mask works; (v) all rights in such party’s know-how, trade secrets, ideas, confidential or proprietary information, software, both object and source code, technical information, data, process technology, plans, drawings, inventions and discoveries, whether or not patentable, and (vi) all rights in internet web sites, internet domain names, keywords, key word values and attributes, key word clusters and clustering techniques, advertisement creative and account organization on search engines.
“Confidential Information” means any information disclosed or made available to one party (the “Receiving Party”) by the other party (the “Disclosing Party”), either directly or indirectly, in writing, orally, by inspection of tangible objects or in any other format or media, that is: (a) marked or identified as confidential at the time of disclosure; or (b) given all relevant facts and circumstances is of the nature that a reasonable person would believe is confidential or proprietary to the Disclosing Party, in each case including, without limitation, any business, technical or financial information, software, trade secrets, methodologies, techniques, Agent lists, vendor lists, pricing, sales information, forecasts, and any proprietary or confidential information of any third party. For the avoidance of doubt, Lead Data shall at all times be the Confidential Information of EverQuote subject to the licensed use permitted by EverQuote. In no event shall Lead Data ever become or otherwise be deemed to be the Confidential Information of Agent. Confidential Information does not include any information that the Receiving Party can establish (1) was rightfully in the possession of or known by the Receiving Party without an obligation to maintain its confidentiality prior to receipt from the Disclosing Party; (2) is or becomes generally known to the public without a violation by the Receiving Party of its confidentiality obligations hereunder; (3) is obtained by the Receiving Party in good faith without an obligation of confidentiality from a third party having the right to disclose it without an obligation of confidentiality; (4) is independently developed by the Receiving Party without use of or reliance on the Disclosing Party’s Confidential Information; or (5) is approved in writing for release without restriction by an authorized representative of the Disclosing Party.
The Receiving Party will use the Disclosing Party’s Confidential Information only for the purpose of this Agreement. The Receiving Party shall not disclose, distribute, or disseminate the Disclosing Party’s Confidential Information to any other party, or make derivatives or translations of the Disclosing Party’s Confidential Information, without the prior express written consent of the Disclosing Party and without such other parties having first executed a confidentiality agreement in a form acceptable to the owner of such information. Receiving Party shall take at least the same measures and degree of care to protect the secrecy, and avoid disclosure and unauthorized use, of the Disclosing Party’s Confidential Information as it takes with its own confidential information of a similar nature but in no event less than a reasonable degree of care. Neither party may issue any press release or other public statement regarding this Agreement or the parties’ activities without the prior written consent of the other.
Communications with Agent
Agent agrees that EverQuote may, but is not obligated to, monitor or record any of Agent's telephone conversations and chat texts with EverQuote for quality control purposes, for purposes of training EverQuote's employees and for its own protection. Agent further agrees that any of Agent’s users or anyone else Agent authorizes to use Agent's account consents to such monitoring or recording as well. Agent acknowledges that not all telephone lines or calls are recorded by EverQuote and that EverQuote does not guarantee that recordings of any particular telephone calls will be retained or are capable of being retrieved.
Agent agrees to defend, indemnify and hold harmless EverQuote, and its respective officers, directors, shareholders, affiliates, and employees from and against any losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees, court costs and expert witness fees, if applicable) (collectively, “ Losses ”) arising directly out of a claim or action brought against EverQuote by a third party (collectively, the " Claims ") resulting from a breach of these EverQuote Pro Terms by Agent, including, without limitation, the breach of any representation, warranty, covenant, intellectual property obligation or confidentiality obligation, or any unauthorized acts and/or omissions in connection with these EverQuote Pro Terms. Without limiting the foregoing, Agent will defend, indemnify and hold harmless EverQuote for all Losses and Claims arising out of (i) Agent’s use of the Lead Data in violation of these EverQuote Pro Terms, including, without limitation, any such use of the Lead Data in violation of privacy regulations and/or any other applicable laws, and (ii) Agent’s failure to specifically provide to EverQuote the identity of any third party for which Agent needs to obtain proper prior express written consents from individuals for use of Lead Data as contemplated by these EverQuote Pro Terms.
Disclaimer of Warranties.
ANY INFORMATION, LEAD DATA, LEADS, WEBSITE TRAFFIC OR SERVICES LICENSED BY EVERQUOTE IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. AGENT EXPRESSLY UNDERSTANDS AND ACKNOWLEDGES THAT ITS USE OF SUCH INFORMATION, LEAD DATA, LEADS, WEBSITE TRAFFIC AND SERVICES IS AT ITS OWN RISK. EVERQUOTE HEREBY DISCLAIMS ON BEHALF OF ITSELF AND ALL OF ITS AFFILIATES AND LICENSORS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THESE EVERQUOTE PRO TERMS AND ANY INFORMATION, LEADS, WEBSITE TRAFFIC OR SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION: (1) ANY WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE; (2) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS CONTAINED IN ANY OF ITS SYSTEMS, WEBSITES OR IN ANY INFORMATION MADE AVAILABLE HEREUNDER, (3) THAT EVERQUOTE OR ITS LICENSORS’ SECURITY METHODS WILL BE SUFFICIENT TO PROTECT ANY CONFIDENTIAL INFORMATION OR INFORMATION RELATING TO WEBSITE TRAFFIC, SERVICES, LEAD DATA, LEADS OR PAYMENTS, OR (4) REGARDING THE AVAILABILITY, ACCURACY, OR RELIABILITY OF INFORMATION, WEBSITE TRAFFIC, LEAD DATA OR LEADS OBTAINED THROUGH THE EVERQUOTE’ WEBSITES AND WEB PAGES OR THE SUCCESS OR NUMBER OF LEADS RESULTING THEREFROM. THE PROGRAM IS PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH PARTNER.
Limitation of Liability.
EXCEPT FOR (A) ITS INDEMNIFICATION OBLIGATIONS ABOVE, (B) ANY BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR (C) ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL HAVE ANY LIABILITY (WHETHER ARISING IN CONTRACT, TORT, WARRANTY OR OTHERWISE) TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR REVENUE, COVER, FAILURE OF THE INTERNET, OR LOSS FROM ANY BUSINESS DISRUPTIONS), ARISING OUT OF THIS AGREEMENT OR ANY PERFORMANCE HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE EVERQUOTE WEBSITES OR WEB PAGES, THE VIOLATION OF ANY "ANTI-SPAM," "DO NOT CALL" OR OTHER APPLICABLE LAW OR REGULATION, OR FOR ANY BREACH OF WARRANTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EVERQUOTE’S LIABILITY IN CONNECTION WITH THIS AGREEMENT (WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID TO EVERQUOTE BY AGENT DURING THE THREE (3) MONTH PERIOD PRIOR TO AND INCLUDING THE FIRST DATE ON WHICH ANY SUCH CLAIM AROSE.
Dispute Resolution By Binding Arbitration. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
Agent agrees to attempt in good faith to settle any dispute or claim that has or may arise between Agent and EverQuote, which arises out of or relates in any way to these EverQuote Pro Terms or Agent’s use of the EverQuote Pro platform or Lead Data (each, a “Dispute”), by way of consultations between the parties, which consultations will be initiated upon written notice by any party to the other (the “Consultation Notice”). The Consultation Notice must describe the nature and basis of the Dispute and set forth the specific relief sought (“Demand”). If such Dispute cannot be resolved within thirty (30) days after the Consultation Notice is received, any party to the consultations may initiate an arbitration proceeding upon written notice to the other party in accordance with this Section. Any notice to EverQuote under this Section should be addressed to: firstname.lastname@example.org ("Notice Address").
Agent agrees to arbitrate all Claims between Agent and EverQuote that cannot be amicably resolved in accordance with the foregoing paragraph. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (a) claims arising out of or relating to any aspect of your relationship between the parties, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; and (b) claims that could be alleged as class action Claims (and you agree to waive the right to participate in a class action in accordance with this Section). For the avoidance of doubt, references in this Section to “Site operator,” “Provider,” “we”, “you,” and “us” include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors and assigns, as well as all authorized or unauthorized users or beneficiaries of the services, information, or Lead Data available through the use of the EverQuote Pro platform. This arbitration agreement does not preclude Agent from bringing an individual action in small claims court or bringing issues to the attention of federal, state, or local agencies, including, for example, the Federal Communications Commission. Agent agrees that, by entering into this arbitration agreement, Agent and EverQuote are each waiving its respective rights to a trial by jury or to participate in a class action. Agent acknowledges and agrees that the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Agreement.
The arbitration will be governed by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Agreement (but expressly excluding the Supplementary Rules for Class Arbitration and any other AAA Rules that conflict with the waiver of class arbitration and representative proceedings below), and will be administered by one (1) arbitrator with relevant industry experience appointed in accordance with the AAA Rules. The arbitrator is bound by the terms of these EverQuote Pro Terms. All issues are for the arbitrator to decide, including, without limitation, issues relating to the applicability and enforceability of this arbitration agreement.
Unless otherwise mutually agreed by the parties to the arbitration, any arbitration hearings under this Section will take place in the county where EverQuote is domiciled. If your Claim is for $5,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your Claim exceeds $5,000, the right to a hearing will be determined by the AAA Rules. Except as otherwise provided for in this Section, in any arbitration between Agent and EverQuote under this Section, all AAA f iling, administration and arbitrator fees for any arbitration initiated in accordance with the notice requirements above where Claims for damages do not exceed $10,000 shall be paid, at your written request, by EverQuote. Any request for payment of fees by EverQuote shall be submitted by mail to the AAA along with Agent’s demand for arbitration, and Agent and EverQuote will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and Agent is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, EverQuote will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If, however, the arbitrator finds that either the substance of Agent’s Claim or the relief sought in the Demand is frivolous or brought for an improper purpose, Agent agrees to reimburse EverQuote for all monies previously disbursed that are otherwise your obligation to pay under the AAA Rules.
The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. AGENT AGREES THAT AGENT MAY BRING CLAIMS AGAINST EVERQUOTE ONLY IN AGENT’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND THAT THIS AGREEMENT EXPRESSLY PROHIBITS CLASS ARBITRATION BY ANY PARTY. Further, unless the parties to the arbitration agree otherwise, the arbitrator may not consolidate more than one person’s Claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator shall not be bound by rulings in prior arbitrations involving other claimants of EverQuote, but is bound by rulings in prior arbitrations involving the same claimant to the extent required by applicable law.
With the exception of the provision in the preceding paragraph prohibiting class arbitration or representative proceedings, if an arbitrator or court decides that any part of this Section is invalid or unenforceable, the other parts of this Section shall still apply. In the event that the foregoing prohibition on class arbitration or representative proceedings is deemed invalid or unenforceable, then the entirety of this Section shall be of no effect. The remainder of the terms, including, without limitation, choice of law and forum, will remain in force.
Agent may opt-out of this arbitration provision only by written notice to us at the Notice Address within thirty (30) days of your acceptance of this agreement, which notice shall include Agent’s name, address, and a clear statement that Agent does not wish to resolve disputes with EverQuote through arbitration.
If EverQuote makes any change to this arbitration provision (other than a change to the Notice Address) during the term of Agent’s relationship with EverQuote, that change shall not apply to any Claim against EverQuote initiated prior to the effective date of the change. The change shall apply to all other Claims that have arisen or may arise between Agent and EverQuote. EverQuote will notify Agent of changes to this arbitration provision by posting the amended terms on the EverQuote Pro platform or by email, in each case at least thirty (30) days before the effective date of the changes.
The relationship between Agent and EverQuote is that of independent contractors, and no agency, joint venture, partnership, employee-employer or franchiser-franchisee relations is intended or created by these EverQuote Pro Terms or your use of the EverQuote Pro platform.
These EverQuote Pro Terms are governed by the laws of the Commonwealth of Massachusetts, without giving effect to its conflict of laws provisions. Subject to Dispute Resolution By Binding Arbitration above, Agent irrevocably agrees that such jurisdiction and venue will be the sole and exclusive jurisdiction and venue of any legal disputes, claims and actions arising from or in connection with the EverQuote Pro Terms, Lead Data or use of the EverQuote Pro platform. In any dispute arising under these EverQuote Pro Terms, the prevailing party will be entitled to attorneys' fees and expenses. These EverQuote Pro Terms, constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into these EverQuote Pro Terms except as expressly set forth herein, and any conflicting or additional terms contained in any other documents or oral discussions are void. Except as explicitly stated otherwise, any notices sent from you to us shall be submitted via e-mail at email@example.com with a copy of such notice sent by certified postal mail, return receipt requested, to: Legal Department, EverQuote.com, c/o EverQuote, Inc., 210 Broadway, Suite 302, Cambridge, MA 02139. When EverQuote needs to send a notice to Agent, it shall be sent to the e-mail address last provided to EverQuote. Notice shall be deemed given upon receipt or 24 hours after e-mail is sent. EverQuote reserves the right to change, modify, add or remove any portion of these EverQuote Pro Terms, in whole or in part, at any time. Agent’s continued use of the EverQuote Pro platform following any such change, modification or amendment to these EverQuote Pro Terms will constitute Agent’s acceptance thereof. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of these EverQuote Pro Terms will remain in full effect. Agent may not assign any of its rights hereunder and any such attempt is of no effect.
Agent acknowledges that Agent has read and understands these EverQuote Pro Terms, and that these EverQuote Pro Terms have the same force and effect as a signed agreement. These EverQuote Pro Terms shall confer no rights upon any other party other than Agent and EverQuote.