INTERNET SERVICES AGREEMENT

 

You, as a client(“You” or “Client”) of Tompkins Insurance Agencies, Inc. (“TIA”), desire to access via the Internet insurance renewal applications and information relating to Client’s current TIA or TIA-procured insurance policies and any other TIA orTIA-procured insurance policies obtained by Client (such Internet access being referred to herein as the “Internet Services”). By using these Internet Services, Client agrees to be bound by thisInternet Services Agreement (this “Agreement”) and the TIA’s privacy policy, which is available, subject to update from time to time, at https://www.tompkinsins.com/privacy-policy (the “TIA Privacy Policy”).  You expressly represent that You have read this Agreement and the TIA Privacy Policy and have the capacity to agree to be bound to this Agreement and the conditions contained within, and, where acting on behalf of a business entity or other organization, agree that You have the authority to so bind that entity or organization.

 

Changes and Amendments.  

 

TIA may revise and update this Agreement from time to time in its sole discretion. All changes are effective immediately when TIA posts them to the fullest extent permitted by applicable law and apply to all access to and use of the Internet Services thereafter. Client’s continued use of the Internet Services following the posting of a revised version of this Agreement means that Client accepts and agrees to the changes. Client is expected to check this page frequently so Client is aware of any changes, as they are binding on Client.  

 

Client understands that Client’s access to all or any portion of such Internet Services may be limited, terminated, interrupted, modified, or disabled by TIA or its third-party supplier for all or any portion of the Internet Services(“Third-Party Supplier”), in their sole discretion from time to time without notice, including, without limitation, interruptions due to maintenance of TIA or Third-Party Supplier equipment or networks, malfunction of TIA orThird-Party Supplier equipment or networks, or inadvertently by a third party or parties.

 

Status of Third-Party Supplier.  

 

Without limitation to other provisions contained herein, Client agrees that Third-PartySupplier is merely an intermediary between Client and TIA, insurance provider, financial institution, or other service provider, and is not providing insurance or insurance agent services.

 

Disclaimers of Warranties and Liabilities.  

 

CLIENT AGREES AND ACKNOWLEDGES THAT TIA AND/OR THIRD‑PARTY SUPPLIER ARE PROVIDING THE INTERNET SERVICES (INCLUDING, TO THE EXTENT APPLICABLE, ANY TRUSTED THIRD PARTY ACCESS AS DEFINED BELOW) WITHOUT WARRANTIES OF ANY KIND AND THAT TIA FOR ITSELF AND ON BEHALF OF THIRD‑PARTY SUPPLIER EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES,EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE,COMPATIBILITY, SECURITY, ACCURACY OF INFORMATION, NON‑INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND, IF CLIENT IS DISSATISFIED WITH ANY OF THE INTERNET SERVICES, CLIENT’S ONLY RIGHT OF RECOURSE IS TERMINATION OF THIS AGREEMENT.

 

Client expressly agrees that its use of the Internet Services is at its sole risk to the fullest extent permitted by applicable law. Except as limited by applicable law, it is solely Client’s independent duty and responsibility to verify and evaluate the accuracy, correctness, and completeness of any of the Internet Services.Neither TIA nor Third-Party Supplier makes any warranty or guarantee that any content available for downloading is free from infection from any computer programming or other glitches which may contaminate, damage, interfere with, destroy, intercept, or expropriate any system, data, or personal information.

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TIA NOR THIRD-PARTY SUPPLIER WILL NOT BE HELD LIABLE TO ANYONE FOR ANY LIABILITY, KNOWN OR UNKNOWN, ARISING OUT OF,OR IN ANY WAY RELATING TO, ANY DAMAGES, LOSS, OR CLAIM WHATSOEVER, NO MATTER HOW OCCASIONED, IN CONNECTION WITH OR ARISING OUT OF ACCESS TO OR USE OF THE INTERNET SERVICES OR THE CONTENTS OF THE INTERNET SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TIA NOR THIRD-PARTY SUPPLIER SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ORANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DATA, OR PROFITS, WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT OR NEGLIGENCE OR OTHER TORTIOUS ACTIONS, ARISING OUT OF OR IN CONNECTION WITH THE INTERNET SERVICES OR THE CONTENT PROVIDED THROUGH THE INTERNET SERVICES.

 

Neither TIA norThird-Party Supplier makes any representations, guarantees, or warranties that the Internet Services are appropriate or available for use in jurisdictions outside of the United States of America. If Client accesses or otherwise uses any Internet Services from these jurisdictions, Client does so of its own volition and risk, and is solely responsible for compliance with local and international law.

 

Client’s Responsibility for Internet Access.  

 

Client understands that Client is solely responsible for making all arrangements necessary to enable Client to have access to the Internet and to the website(s)or other portal(s) through which the Internet Services are made available.

 

Client Identifiers; Responsibility for Security and Confidentiality.  

 

Client agrees that Client will access the Internet Services only with the user name(s),password(s), and/or security device(s) as are provided to Client from time to time or established by Client with TIA or Third‑Party Supplier (each such username, password, and security device, an “Identifier”). Client is solely responsible for maintaining the security and confidentiality of any Identifier and Client agrees not to disclose it or provide access to it to any other person or entity or to permit any other person or entity to access or use theInternet Services using any Identifiers. Client shall notify TIA immediately ifClient becomes aware of any unauthorized access to Client’s Internet Services.Client understands and agrees that TIA shall have no responsibility, once the appropriate Identifier(s) has been presented, to verify the actual identity of the person presenting the Identifier(s). Except as may directly result from the willful misconduct of the TIA, Client assumes full and complete responsibility for the unauthorized use of any Identifiers. Client shall change Client’s password in accordance with TIA’s relevant policies and procedures, as they maybe modified by TIA from time to time.

 

Upon the termination of this Agreement for any reason, Client agrees to cease immediately use of any Identifier to access or use the Internet Services and to return to TIA any security device(s) that may have been furnished to Client to permit access to the Internet Services.

 

Ownership of Intellectual Property andInformation.  

 

Client understands that the Internet Services, and any medium through which such services are accessed, and any names, graphics, logos, service marks, icons, page headers, product names, page layouts, scripts, and related terminology constitute intellectual property that is owned by TIA, its licensors, Third-PartySupplier, or other third parties (who retain exclusive ownership of such intellectual property and all proprietary rights therein) and understands that access and use of any of the foregoing by Client or Client’s user name, password, or security device is permitted only upon the terms and conditions of this Agreement. Client may use such intellectual property only for Client’s use in connection with Client’s access and use of the Internet Services.

 

Client understands and agrees that it may not copy, reproduce, sell, distribute, replicate, duplicate, relay, transmit, broadcast, or license the InternetServices or their underlying processes, related content, or generate data without TIA’s express written consent in each instance. TIA’s use of theInternet Services is not transferable by Client to any other person or entity without express consent by TIA, and as applicable, Third-Party Supplier.

 

Although Client retains ownership and/or other applicable rights in the information it provides to TIA (“Client Content”), when Client uses the Internet Services it grants TIAa non-exclusive, worldwide, royalty-free, sublicensable, transferable right and license to use, host, store, cache, reproduce, display, distribute, transmit, modify, adapt (including, without limitation, in order to conform it to the requirements of any networks, devices, services, or media through which theInternet Services are available), and create derivative works of, such ClientContent. The rights Client grants in this license are for the limited purposes of allowing TIA and its affiliates and, if applicable, Third-Party Suppliers to provide, promote, improve, and develop new Internet Services and insurance-related services to Client or other customers.

 

Prohibited Use.  

 

Client is responsible for anything it transmits to or through the Internet Services or otherwise to TIA or any of its affiliates or Third-Party Supplier.  Client represents and warrants that its transmissions will be truthful, accurate, not misleading, offered in good faith, and that it has authority to transmit such information. In using the InternetServices, Client agrees that it is solely Client’s responsibility to avoid certain activities TIA deems as prohibited in its discretion. These prohibited activities include, but are not limited to:

·               Criminal activity or tortious activity, including fraud, harassment, spamming, copyright infringement, patent infringement, or theft of trade secrets or other intellectual property rights;

·               Advertising to, or solicitation of, any other user of the Internet Services to buy or sell any products or services;

·               Engaging in any automated use of any system providingInternet Services, such as using scripts to send emails, comments, or request information;

·               Interfering with, disrupting, or creating an undueburden on the Internet Services or the underlying networks;

·               Attempting to impersonate another user of the InternetServices;

·               Using a false email address or the email address of another person or entity without authorization;

·               Using the Internet Services in a manner inconsistent with any and all applicable laws and regulations; and

·               Using information or scraping information from theInternet Services for any purpose whatsoever.

 

Monitoring ofInternet Services.  

 

Neither TIA norThird-Party Supplier has any obligation to monitor the Internet Services; however, TIA and Third-Party Supplier may monitor the Internet Services and disclose information gained from such monitoring in its sole discretion, including, without limitation, in order to satisfy the requirements of any applicable law or order or issuance of any court or other governmental authority, to operate or update the Internet Services properly, or for the security or other business management purposes of TIA, Tompkins Financial Corporation, any direct or indirect subsidiary of Tompkins Financial Corporation, or any Third‑PartySupplier.

 

Trusted ThirdParty Access.

 

TIA, in its sole discretion, from time to time, may allow Client to grant other individuals and entities (“Trusted Third Party”) access (“Trusted Third-Party Access”) to information in Client’s account via Internet Services or to act on Client’s behalf via Internet services through forms or other procedures as TIA may designate from time-to-time. Providing such Trusted Third-Party Access is optional and may be withdrawn by Client.  

 

Such Trusted Third-Party Access is subject tothe limitations and disclaimers that apply to Client’s own use of InternetServices.  

 

Client agrees that, as between the TIA and Client but without otherwise limiting any rights Client may have against the Trusted Third Party, Client is fully responsible for all use and misuse of such information and actions through Client’s account as a result of such Trusted Third-Party Access and shall hold TIA, its affiliates, and Third-Party Supplier harmless for any use or misuse of Client’s account and its information resulting in any way from such Trusted Third-Party Access.  

 

Client agrees that TIA may continue to assume that any Trusted Third Party to whom Client grants Trusted Third-Party Access can continue to access Client’s account viaInternet Services unless and until (i) TIA receives a written revocation of such access pursuant to instructions from the Client in a manner or form as designated by TIA from time to time and (ii) TIA has had a reasonable amount of time to remove such access.  TIA also may, but is not required to, terminate any Trusted Third-Party Access for any TrustedThird Party from time to time without notice or with or without cause, including, without limitation, because TIA is unsure whether such Trusted ThirdParty continues to have permission or the legal right to access Client’s account to any extent.  To the extent applicable, TIA also reserves the right to require proof of a proper power of attorney with respect to the access granted to any Trusted Third Party to the extent TIA believes one is legally required in its sole discretion.

 

Governing Law;Jurisdiction.

 

This Agreement shall be governed by the laws of the State of New York, without regard to the conflict of laws principles thereof.  By using the Internet Services, Client agrees to personal and exclusive jurisdiction of the state and federal courts of New York in order to resolve any claim, disagreement, or dispute arising from Client’s use of the Internet Services.  

 

Services Only for Where TIA is Licensed

 

The Internet Services relating to insurance and the offering, application for, and sale thereof are intended for use for those areas in which TIA is licensed and permitted to sell insurance products and services. Although the InternetServices may be accessed by users in other locations, any offer or transaction for any feature, product, or service is void where prohibited by applicable law.

 

Minor Use Prohibited.  

 

The Internet Services are not directed at minors, that is, persons younger than 18 years old. If You are not at least 18 years old, please do not attempt to access theInternet Services. Neither TIA nor Third-Party Supplier knowingly contacts or collects personal information from persons under 18 years old, and such a person should not provide TIA or any Third-Party Supplier with his or her personal information.

 

Assignment.  

 

Client may not transfer, assign, or license its rights under this Agreement or with respect to theInternet Services without TIA’s prior express and written consent.

 

Third PartyBeneficiary.  

 

Third-PartySupplier shall be entitled to rely upon, shall be an express third party beneficiary of, and shall be entitled to enforce, the provisions of this Agreement. Except with respect to the foregoing, no provision within this Agreement confers any implied or express right in any other third party. This Agreement does not provide Client with any authority to bind TIA in any way.

 


 

Severability.  

 

Except as otherwise provided herein, in the event that any provision contained within this Agreement shall be deemed to be unenforceable, invalid, or ambiguous, such provision shall be limited or discarded to the minimum extent necessary so that the remaining provisions of this Agreement remain in full force and enforceable.