Member Terms of Service
Welcome to <company legal name> (“Overalls,” “we,” “us,” or “our”).
These Member Terms and any Subscription Order(s) form a binding “Contract” between Overalls and the “Member” named in the Subscription Order(s). The only exceptions to these Member Terms are the exceptions, if any, listed in the applicable Subscription Order(s).
Our Services enable end users to engage with, learn about and select the right protection products. These Member Terms govern the relationship between Overalls and an employer that would like to make the Services available to its employees. Please read these Member Terms carefully.
Capitalized terms not defined elsewhere in these Member Terms shall have the meanings set forth below.
Access to and Use of the Services
The Authorized Users of Member will be granted a non-exclusive, non-transferable right to access and use our Services
As part of the provision of our Services, we will need to communicate with Member’s technical, marketing human resource and employee benefits professionals from time-to-time. Member hereby grants us the right to communicate with such professionals and Authorized Users as may be appropriate for Overalls to provide the Services. Authorized Users may receive occasional offers, marketing, and survey communication emails with respect to insurance products and services that are made available through the Services.
Restrictions on Use
The Services may only be used for the Permitted Use. You may not copy or modify our Services or create derivative works to the Services. You may not rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Services. You agree not to reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part. By using the Services you are agreeing not to damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services or our provision of services to any third party, in whole or in part. You will not remove, delete, alter or obscure any Overalls trademarks, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Services
Authorized Users and User Data
An Authorized User may use the Services to shop for insurance products, compare pricing and process medical, personal or financial records that belong to the Authorized User or his or her dependents (“User Data”). We will ask Authorized Users for permission to provide Member with access to reports that contain User Data; however, we do not guarantee that Authorized Users will grant and not revoke such permissions or consents.
Updates to Services
You acknowledge that from time to time we may apply updates to the Services in an effort to improve the user experience and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). By continuing to make the Services available to Authorized Users, you are agreeing to the updates and changes.
Subscription Fees and Payment
A subscription by Member allows Authorized Users to access the Services. Subscriptions are procured via a Subscription Order. In addition, each Authorized User must agree to the User Terms to activate his or her account and begin using the Services. Subscriptions commence when we make them available to Member and continue for the term specified in the Subscription Order. The Authorized Users may be permitted to use the Services after the expiration or termination of the Subscription Period to the extent we allow it.
In addition to Subscription Fees, Overalls also earns compensation through sales commissions paid by insurance carriers when a policy is sold.
Term and Termination
The Contract commences on the day you first access the Services or on the Launch Date indicated in your first Subscription Order, whichever is earlier. The Contract remains effective until all subscriptions under the Contract have expired or have been terminated or the Contract itself terminates.
Subscriptions end at the expiration or termination of a Subscription Order. If you continue to use the Services after the expiration or termination of a Subscription Order, then this Contract will remain effective, but it (together with your use of the Services) may be terminated immediately by either you or us.
You or we may terminate the Contract as set forth in a Subscription Order.
Termination of the Contract will terminate the Member’s subscription and all Subscription Orders. At that time, we may suspend or terminate the accounts of your Authorized Users and refuse any and all current or future use of the Services or we may continue to provide the Services to your Authorized Users on terms agreed to by the Authorized Users and us. Termination of the Services may result in the deactivation or deletion of your Authorized Users’ accounts and will result in the termination of your access to the User Data.
The Company reserves the right to refuse service to Authorized Users on a case by case basis for any reason at any time.
Effect of Termination
Upon termination of the Contract for any reason, Member will immediately cease all use of the Services.
User Data Deletion
Following termination or expiration of the Contract, we will have no obligation to maintain or provide any User Data and may thereafter, unless legally prohibited, delete all User Data in our systems or otherwise in our possession or under our control.
Right to Renewal of Products
We have the right to contact former employees and current employees of Member following termination or expiration of the Contract to notify them of policy renewals, changes in coverage, claims status, and new products as appropriate to protect their interest in the insurance products and services introduced to them through our Services.
Authorized Users will own and be responsible for the accuracy of all User Data. The Authorized Users will be required to grant us an unlimited, worldwide, non-exclusive license to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the User Data. We may also use User Data for the purpose of supporting and developing the Services.
We own and will continue to own our Services, including all related intellectual property rights. Nothing herein shall be construed to grant Member an exclusive right to use our Services or otherwise restrict, impair, encumber, alter, deprive, or adversely affect our right to provide the Services to anyone. All rights, title, and interest in and to the Services not expressly granted in these Member Terms are reserved by us.
Member or Authorized Users may from time to time provide suggestions, comments or other feedback to us with respect to the Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for us. You shall, and hereby do, grant us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose without any obligation or compensation to Member, any Authorized User or other Member personnel.
Providing the Services and Support Services
As part of standard support service, we will use commercially reasonable efforts to meet the following:
Linking and Third Party Content
We may provide hyperlinks to other websites maintained by third parties, or may provide third party content on the Services by framing or other methods (collectively, “Third Party Content”). In addition, the Services may include certain applications, features, programs and services provided by third parties (collectively, the “Third Party Applications”). We do not monitor Third Party Content or Third Party Applications and can make no guarantee as to the accuracy or completeness of such Third Party Content or Third Party Applications. The links to third party websites, any Third Party Content, and any Third Party Applications may be provided for your convenience and information only. The content on any linked website or in any Third Party Application is not under our control and, just as with the Services, we are not responsible for the content of linked websites and/or Third Party Applications, including any further links contained in a third party website. We make no representation or warranty in connection with any Third Party Content or Third Party Applications, which at all times and in each instance is provided “as is.” If you decide to access any of the third party websites linked to the Services, any Third Party Content, and/or any Third Party Application, you do so entirely at your own risk.
If a third party links or refers to the Services, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture, or partnership by or with us. In most cases, we are not even aware that a third party has linked to or refers to the Services.
Disclaimer of Warranties
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES, COVENANTS OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE SERVICES, THE CONTENT POSTED OR AVAILABLE ON THE SERVICES OR THIRD PARTY CONTENT. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SERVICES, THE CONTENT, AND THIRD PARTY CONTENT. WE DO NOT WARRANT: THAT THE FUNCTIONS PERFORMED BY THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED; OR THE ACCURACY OR COMPLETENESS OF THE CONTENT OR THIRD PARTY CONTENT, OR THAT ANY ERRORS IN THE CONTENT OR THIRD PARTY CONTENT WILL BE CORRECTED. WE DO NOT WARRANT THAT THE SERVICES WILL FUNCTION AS INTENDED AT ALL TIMES, THAT THE SERVICES CONTAIN NO DESIGN FLAWS, OR THAT THERE WILL BE NO MALFUNCTIONS OR ERRORS WITH THE INFORMATION COMMUNICATED USING THE SERVICES. THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS”, “WHERE IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
Limitation of Liability
IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES ARISING OUT OF (I) YOUR CONDUCT OR THAT OF ANYONE ELSE IN CONNECTION WITH USE OF THE SERVICES OR THESE MEMBER TERMS (II) INABILITY TO USE THE SERVICES OR THE CONTENT, (III) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICES; (IV) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICES AND THE CONTENT, INCLUDING ANY DESIGN FLAW OR MALFUNCTION; (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION, OR DATA, OR (VI) ANY OTHER MATTER RELATING TO THE SERVICES OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SERVICES OR WITH THE MEMBER TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES OUR LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW.
We reserve the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Services, except as otherwise set forth herein.
If you have a dispute with us, your sole remedy is to terminate the Services and release us (and our members, directors, officers, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. You agree to indemnify, defend and hold us (and our members, directors, officers, employees and agents) harmless from any claim or demand, including attorney fees, made by any third party due to or arising out of (a) your breach of the Member Terms, or your violation of any law or the rights of a third party, or (b) your use, misuse, or inability to use the Services or any violation by you of these Member Terms.
Your Other Obligations
We may use your name in a press release, advertising, or publicity.
The Services depend on your cooperation engaging Authorized Users. You will provide access to technical and the human resource and employee benefits professionals. You agree to provide reasonable access to Authorized Users and the resources and information to implement a Member-customized instance of the Services. You must provide timely delivery of logo(s), branding guidelines, copy, compliance guidelines and other assets necessary for implementation of the Services.
Each party agrees that during the term of this Contract, it may disclose Confidential Information to the other party and that the party who receives the Confidential Information will not disclose it except as may be set forth herein. Confidential Information may only be used by the receiving party for the purposes contemplated under this Contract. Confidential Information shall not include information that the receiving party can demonstrate: (i) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party without an obligation of confidentiality, (ii) was known to the receiving party prior to the time of its disclosure without an obligation of confidentiality, (iii) is independently developed by the receiving party without use of, or reference to, the disclosing party’s Confidential Information, or (iv) is subsequently learned from a third party not under a confidentiality obligation to the disclosing party. If a receiving party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the receiving party will provide the disclosing party with prompt notice of such request or requirement, and the receiving party will use reasonable efforts to ensure that all Confidential Information so disclosed is treated confidentially. Such disclosure of Confidential Information in accordance with the foregoing sentence will not violate the terms of this Section.
Except as provided for in this Contract, each party shall not make any disclosure of the Confidential Information to anyone other than its employees who have a need to know in connection with this Contract. Each party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality obligations of each party and its employees shall survive the expiration or termination of this Contract.
Each party acknowledges that the other believes that its Confidential Information is unique property of extreme value, and the unauthorized use or disclosure thereof would cause irreparable harm that could not be compensated by monetary damages. Accordingly, each party agrees that the other may seek injunctive and preliminary relief to remedy any actual or threatened unauthorized use or disclosure of Confidential Information. Such relief shall be in addition to, and not in lieu of, all other remedies available at law and/or in equity.
Privacy Related to Children
We are committed to protecting the privacy of children. You should be aware that the Services are not intended for and should not be used by anyone under the age of 13. You acknowledge that you will only invite Authorized Users to use the Services who are more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Member Terms.
Any software and all underlying information and technology downloaded or viewed from the Services (collectively, the “Software or Technical Data”) by you or your Authorized Users may be subject to U.S. export controls, and may be subject to export or import regulations in other countries. You are solely responsible for complying with, and ensuring that your Authorized Users comply with (as applicable), all trade regulations and laws, both foreign and domestic, in your use and viewing of the Services, including, but not limited to, the Software or Technical Data. Except as authorized by law, you agree and warrant not to export or re-export the Software or Technical Data to any county, or to any person, entity, or end-user subject to U.S. export controls, including, but not limited to, persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration’s Denied Parties List and the U.S. Department of Treasury’s Specially Designated Nationals. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.
Neither you nor we may assign this Contract or a part of it without the prior written consent of the other party, except, upon reasonable notice, (but without the other party’s prior consent) in connection with a merger, consolidation, reorganization or sale of substantially all of the assigning party’s assets where the assignee is bound by this Contract.
If any provision of this Contract is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Contract so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
No Third Party Beneficiaries
This Contract does not benefit, or create any right or cause of action in or on behalf of, any person or entity other than you and us, except as may be set forth in a Subscription Order.
We control the Services from our offices within the state of New York in the United States of America. The Services can be accessed from anywhere in the United States and from other countries worldwide. Since the laws of each state or country able to access the Services may differ, by accessing the Services, you and we agree that the statutes and laws of the state of New York without regard to choice of laws principles will apply. We do not make any representation that materials made available through the Services are appropriate or available for use in other locations outside of the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Services from other locations outside of the United States do so on their own initiative and are responsible for compliance with local laws.
Questions or Concerns
Questions or concerns about these Member Terms should be sent to firstname.lastname@example.org
85 5th Ave 8th floor
New York, NY 10003
Copyright © 2022. Overalls. All Rights Reserved.
Last updated: August 14, 2022