VENDOR-SUPPLIED FORMS LICENSE AGREEMENT
PIA SME PROGRAM FOR ACORD FORMS
This vendor-supplied forms license agreement (“Agreement”) is entered into by and between ACORD Corporation, with a principal place of business at 150 Clove Road, 11th Floor, Little Falls, NJ 07424 (“ACORD”), and the Person (defined below) acquiring a license under this Agreement (“Licensee”).
By clicking on the "ACCEPT" button below, Licensee is agreeing that it will be bound by and is becoming a party to this Agreement. If Licensee is an entity and an individual is entering into this Agreement on its behalf, then the entity will be bound by this Agreement when the individual clicks on the "ACCEPT" button. When s/he does so, it will also constitute a representation by the individual that s/he is authorized to bind you as a party to this Agreement. If you do not agree to all of the terms of this Agreement, click the “CANCEL” button at the end of this Agreement.
1. DEFINITIONS.
As used in this Agreement, the following capitalized words and phrases shall have the meanings set forth below.
1.1 “Affiliate” of a Person means any other Person who directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. As used in the immediately preceding sentence, the term “control” means the possession, directly or indirectly, of the ability to direct or cause the direction of the management and policies of a Person whether, formally or informally, through ownership of voting securities, by contract or otherwise (and the terms “controlled” and “common control” have correlative meanings).
1.2 “Designated Users” are: (i) Licensee’s staff conducting Licensee’s business of insurance, and (ii) Licensee’s clients and prospective clients, to the extent applying for, renewing, or servicing their existing, insurance policy(ies) through Licensee as their insurance agent or broker.
1.3 “Effective Date” is the date that this Agreement is accepted by Licensee.
1.4 “Eligible Insurance Agency” is an independent insurance agency or a brokerage firm that is a member of the PIA; provided that such agency, or brokerage firm, and its Affiliates (if any) also collectively earn less than fifty million U.S. dollars ($50,000,000) in gross annual revenue from property/casualty insurance business.
1.5 “End-User Data” is data that is pertinent to an insurance transaction.
1.6 “Form” is a standardized form published by ACORD and distributed to Licensee by a third-party vendor. The term “Form” also includes each ACORD forms instruction guide published by ACORD and distributed to Licensee by a third-party vendor. For the avoidance of doubt: (i) each ACORD form bears an ACORD logo near the upper left corner of its first page, as well as an identifier consisting of an index number, version year and version month near the lower left corner of each of its pages; and (ii) ACORD electronic-transmission standards including, without limitation, ACORD XML and AL3 standards, are not included within the definition of ACORD Form.
1.7 “Person” means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, governmental authority, or any other entity. As used in the immediately preceding sentence, the term “governmental authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.
1.8 “Prohibited Activity” is each, all, or any combination, of the following activities:
(i) charging a fee for one or more Forms (but Eligible Insurance Agencies that are party to this Agreement may charge a fee to complete forms with End User Data);
(ii) filing, or facilitating the filing of, one or more Forms with an insurance regulatory body on behalf, or for the benefit, of any Person;
(iii) embedding one or more Forms in software;
(iv) displaying, reproducing or distributing one or more Forms via a website, or otherwise on the Internet or in mass media, except to the extent necessary with respect to a specific insurance transaction (an Eligible Insurance Agency under license with ACORD would not violate this license if it were to email an ACORD Form to an insurance applicant, and request that the applicant complete such form; an Eligible Insurance Agency under license with ACORD would also not violate this license if it were to display a copy of an ACORD Form on a webpage in order to deliver it to interested parties, provided that such Form is substantially and irreversibly (i.e. permanently) completed with End User Data, and such use is in compliance with applicable data privacy and other laws regarding access to the information on that ACORD Form; however it would be unacceptable to display an ACORD Form on a website and direct insurance applicants or others to download it and complete such form);
(v) permitting the use of Forms by anyone other than Designated Users; provided that copies of Forms that are substantially and irreversibly (i.e. permanently) completed with End User Data by Designated Users may then be furnished to other Persons;
(vi) use any Form to create a product that competes with one or more Forms; and/or
(vii) decompress, decompile, disassemble or reverse engineer any Form.
1.9 “Section” is a section of this Agreement.
1.10 “Term” means the period of time between the Effective Date of this Agreement and its expiration or earlier termination date.
1.11 Words and phrases defined in the singular shall have correlative meanings when used in the plural, and vice versa.
2. GRANT OF LICENSE.
2.1 Licensee acknowledges and agrees that: (i) all intellectual property right, title and interest in and to the Forms including, but not limited to, copyright, belong and shall continue to belong to ACORD; (ii) all Forms are licensed by ACORD, not sold; (iii) except to the extent explicitly stated in this Agreement, this Agreement does not grant Licensee any rights in or to the Forms; and (iv) each right and license granted to Licensee under this Agreement is subject to Licensee’s compliance with the remaining provisions of this Agreement.
2.2. The rights and licenses in this Agreement are granted to Licensee solely to the extent that it is, and remains, an Eligible Insurance Agent (as defined in Section 1.4). Licensee represents that it satisfies the definition of Eligible Insurance Agent and, specifically, that it is: (i) an independent insurance agency or brokerage firm; (ii) a member of the PIA; and (iii) Licensee and its Affiliates (if any) collectively earn less than fifty million U.S. dollars ($50,000,000) in gross annual revenue from property/casualty insurance business.
2.3 Licensee understands and agrees that this Agreement will terminate, without any action required by either party, immediately upon Licensee ceasing to qualify as an Eligible Insurance Agent.
2.4 ACORD hereby grants to Licensee, during the Term, a royalty-free, fully paid up, nonexclusive right and license for its Designated Users to:
(i) display;
(ii) reproduce;
(iii) distribute with End-User Data or for the purpose of collecting End-User Data; and
(iv) populate with End-User Data;
in each such case solely to the extent reasonably necessary for Licensee to conduct its business of insurance or related financial services; provided that Licensee shall not engage in, or permit, any Prohibited Activity (defined in Section 1.8).
2.5 ACORD hereby grants to Licensee on a perpetual basis, a royalty-free, fully paid up, nonexclusive right and license for its Designated Users to:
(i) display;
(ii) reproduce; and
(iii) distribute;
copies of Licensed Forms contained in Licensee’s files that contain End-User Data; provided that such End-User Data was populated on such Form during the Term. If Licensee stores End User Data separately from Forms during the Term, Licensee may populate Forms with End User Data solely for purposes of recreating a Form that was completed with the same End User Data during the Term. In other words, the only uses that Licensee may make of a Form after the Term is to evidence that it was completed during the Term, but no Form may be used after the Term to conduct business.
3 FORM CHANGES.
3.1 Forms are modified periodically to reflect changing legal, industry and other requirements. Forms (which are distributed by third party vendors), may not represent the most current versions that ACORD publishes.
3.2 Using outdated Forms may be prohibited in certain cases by government regulators, and increases the risk of legal action by insureds and other third parties.
3.3 It is solely your responsibility to confirm that you are using only the most current Forms that ACORD publishes. You may determine the currency or non-currency of Forms by consulting the Forms Information Section of ACORD’s Website (www.acord.org).
4 NO WARRANTIES; NONLIABILITY; THIRD PARTY RIGHTS.
4.1 FORMS ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. TO THE EXTENT PERMITTED BY LAW, THE DURATION OF WARRANTIES THAT ARE STATUTORILY REQUIRED NOTWITHSTANDING THE ABOVE DISCLAIMER (IF ANY) SHALL BE LIMITED TO THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT. AS THE SOLE AND EXCLUSIVE remedy for breach of ANY such statutorily required warranty that, AS A MATTER OF LAW, is not hereby disclaimed, acord shall repair, replace, or correct THE subject LICENSED FORM if such breach is reported during the aforesaid thirty (30) day period.
4.2 IN NO EVENT SHALL ACORD BE LIABLE FOR ANY CLAIM, OR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER (INCLUDING LOSS OF USE OR DATA, LOST PROFIT OR BUSINESS REVENUE, OR GOODWILL), WHETHER IN AN ACTION FOR CONTRACT, TORT OR OTHERWISE, ARISING IN CONNECTION WITH THIS AGREEMENT, THE FORMS, OR THE USE THEREOF, EVEN IF ACORD HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
4.3 WITHOUT LIMITING THE PROVISIONS OF SECTION 4.1 AND 4.2 ABOVE, ACORD ASSUMES NO RESPONSIBILITY TO COMPILE, CONFIRM, UPDATE OR MAKE PUBLIC ANY THIRD-PARTY ASSERTIONS OF PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS THAT MIGHT BE INFRINGED BY ANY USE OF THE FORMS WITH ANY THIRD-PARTY PRODUCT OR SERVICE.
5 EXPIRATION AND TERMINATION OF AGREEMENT.
5.1 This Agreement is subject to expiration or termination as follows:
(i) This Agreement shall expire on December 31, 2024;
(ii) Licensee may terminate this Agreement, for any reason or no reason, immediately upon notice to ACORD;
(iii) This Agreement shall terminate immediately, and without action required by either party, if and when Licensee ceases to satisfy the definition of Eligible Insurance Agency;
(iv) Upon the occurrence of a material breach of this Agreement by Licensee, ACORD may give Licensee notice of such breach, identifying the matter constituting the breach, and if Licensee fails to cure such breach within thirty (30) days after ACORD gives such notice, ACORD may terminate this Agreement, effective immediately upon giving notice of termination to Licensee;
(v) ACORD may terminate this Agreement, effective immediately upon giving notice of termination, if Licensee becomes insolvent; upon Licensee instituting insolvency, receivership or bankruptcy proceedings, or any other proceedings for the settlement of its debts; upon the institution of such proceedings against Licensee; upon Licensee making a general assignment for the benefit of creditors; or upon Licensee's dissolution or ceasing to conduct business in the normal course.
5.2 Except as otherwise provided in Section 2.5 of this Agreement: (i) Licensee acknowledges and agrees that all rights and licenses granted to it under Section 2.4 terminate upon expiration or earlier termination of this Agreement; and (ii) Licensee represents and warrants that it shall not engage in any of the activities permitted by Section 2.4 after expiration or earlier termination of this Agreement.
6 AUDIT RIGHTS.
6.1 Licensee agrees to keep and maintain complete and accurate records pertaining to it: (i) remaining an independent insurance agency or brokerage firm; (ii) remaining a member of the PIA; (iii) together with its Affiliates, collectively earning less than fifty million U.S. dollars ($50,000,000) in gross annual revenue from property/casualty insurance business; (iv) its obligations under this Agreement; and (v) the name(s) and contact information for each third-party from which Licensee acquires Forms and the names of the product(s) and/or service(s) through which Forms are provided to it. Licensee agrees to keep each record referred to in this Section 6.1 for a minimum of seven (7) years after the end of the calendar year in which it was created.
6.2 Licensee shall, on a business day mutually agreeable to both parties and occurring within twenty (20) days after the date ACORD gives Licensee advance written notice that ACORD seeks to conduct an audit under this Section 6, make all records referred to in Section 6.1 available to ACORD or its reputable accounting firm for examination at Licensee’s primary office located in the United States of America or, if no such office exists, then at Licensee’s primary office, in either case during Licensee’s normal business hours. ACORD agrees that such audits shall be conducted no more than once per Term and in a manner that does not unreasonably interfere with Licensee’s business practices. ACORD further agrees that, if requested by Licensee, ACORD and/or its accounting firm (as applicable) will sign a reasonable nondisclosure agreement related to the subject audit prior to it being conducted.
7 Governing Law.
This Agreement shall be governed by the laws of the State of New York, without reference to conflict of laws principles. Any suit to enforce this Agreement shall be brought exclusively in New York County, New York and the parties hereby submit to the personal jurisdiction of such courts and waive any venue objection.
8 Headings.
The headings of the various sections of this Agreement are intended solely for convenience and are not intended to explain, modify or place any construction or interpretation upon the provisions of this Agreement.
9 Survival of Provisions.
The provisions of this Agreement, which either expressly or by their nature continue after expiration or termination of this Agreement for any reason, shall survive any such expiration or termination until each such provision expires in accordance with its respective terms or its nature.
10 Assignment.
The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective successors, executors and administrators, as the case may be; provided that Licensee may not assign or delegate its obligations under this Agreement either in whole or in part, expressly or by operation of law, without the prior written consent of ACORD. Any attempted assignment in violation of the provisions of this Section 10 will be void. ACORD may assign this Agreement to any affiliated entity or successor to its operations relating to the Service.
11 Injunctive Relief.
The parties agree that any breach of the provisions of this Agreement relating to intellectual property rights will cause the aggrieved party irreparable harm, and that such party will be entitled to seek injunctive relief for such unauthorized use or breach, in addition to such other rights and remedies as may be available to it.
12 Entire Agreement.
12.1 This Agreement constitutes the entire agreement and understanding between ACORD and Licensee regarding the subject matter contained herein.
12.2 No modification or waiver of this Agreement shall be binding unless it is in writing and signed by both parties.
12.3 If any part of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalid, illegal or unenforceable part shall be severed from the remainder of the Agreement and the remainder of the Agreement shall remain in full force and effect. Further, the invalid, illegal or unenforceable part shall be deemed superseded by a valid, legal and enforceable part that most closely satisfies the intention of the original part.
12.4 This Agreement supersedes any and all prior agreements between ACORD and Licensee regarding the subject matter hereof.
12.5 Licensee represents and warrants that the information it (or the individual entering into this Agreement on its behalf, as applicable) provided when last registering, or updating information, on the ACORD website is complete and accurate at this time. If a change in that information is needed, please contact ACORD Member Services at 845-620-1700 or make the necessary change online at the ACORD website, in either case before accepting this Agreement.
Edition: March 12, 2024