Annex 2 to the Cooperation Agreement
This Annex 2 to the Cooperation Agreement (“Platform Contract“) governs the relationship between the customer and esurance as set out in cl. 1 of the CA. The Platform Contract in its current version forms an integral part of the CA.
By accepting this Platform Contract, you expressly confirm that you have read and understood the following provisions and declare your express agreement with them.
1. Scope of Application
esurance provides the customer with software for linking insurance companies, policyholders and, if applicable, distribution partners. It can be used to calculate offers, conclude and manage insurance policies, whereby the offers of all insurance lines are consolidated on one platform (“platform“). This Platform Contract applies to the use of the platform and its associated services.
2. Right of use
esurance grants the customer a non-exclusive, non-sublicensable and non-transferable right to access and make proper use of the platform during the term of the agreement (“right of use“), the content of which may be limited at any time by esurance, limited to the term of the agreement and subject to revocation.
esurance is the owner of all rights to the platform and its contents (including but not limited to the underlying technology) and all associated intellectual or copyright rights of any kind. With the exception of the limited right of use granted in this section, nothing in this Platform Contract shall be interpreted in such a way as to grant the customer any rights to the platform and its contents.
Any use of the platform outside the right of use granted under cl. 2, in particular, in whole or in part, the commercialisation, distribution, reproduction, modification, display or transmission is prohibited without the prior express consent of esurance.
The customer grants esurance the right to access the data provided or made available by the customer and to use, reproduce and display such data in order to comprehensively operate, provide, improve and further develop the services of esurance. All further rights to this data remain with the customer.
3. Obligations of the customer
3.1 Correctness of the data and legally permissible use
The customer assumes sole responsibility for the accuracy and content of the data and information processed in connection with the use of the platform.
The customer undertakes not to use the platform in a way that is in any way illegal or pursues an illegal purpose or causes such an effect. When using the platform, the customer undertakes to comply with the applicable laws and may not infringe third-party rights, in particular intellectual property rights, personal rights, data protection and name rights.
The customer undertakes to refrain from any actions that could adversely affect or excessively burden the operation of the platform or the underlying technical infrastructure, including websites, computer software or hardware. In particular, the customer undertakes not to upload any viruses, Trojans, spyware, adware or other harmful software or program code to the platform or underlying infrastructure. Furthermore, the customer refrains from storing, distributing and displaying illegal or immoral content.
The customer undertakes to handle his/her log-in data, in particular the user name and password, with care. The customer undertakes to keep his/her log-in data secret and to protect it from unauthorised access by third parties. The customer may not disclose or otherwise make his/her login data available to third parties.
The customer undertakes to comply with the platform’s security measures and not to circumvent or attempt to circumvent them.
3.3 Reverse Engineering
The customer undertakes not to decompile, reverse engineer, modify or perform any similar actions on the platform or to create any derived works based on the platform in whole or in part. Furthermore, the customer is prohibited from automatically reading, blocking, overwriting, modifying or copying data and/or other content, unless this is necessary for the proper use of the platform.
3.4 Duty to inform and cooperate
The customer undertakes to inform esurance immediately if he/she discovers that errors or malfunctions occur during the use of the platform. The same obligation to inform exists if he/she or another user of the platform violates or could violate one of the points mentioned under cl. 3.
The customer undertakes to follow to an appropriate extent the instructions issued by esurance in relation to the rectification of a violation against one of the points listed under cl. 3.
esurance does not demand any remuneration from the customer for the use of the platform.
Unless expressly stated, esurance does not offer any guarantee or warranty – neither expressly nor implicitly – with regard to the use of the platform by the customer. In particular, esurance offers no guarantee or warranty as regards the possible loss of data, use of the platform for a specific purpose or sufficient quality of the platform.
esurance enables the use of the platform in its current state according to availability. esurance does not assume any guarantee or warranty – neither explicitly nor implicitly – for the functionality and availability of the platform, the topicality, completeness and correctness of the contents as well as the services or results generated by the platform. To the extent permitted by law, the customer assumes all risk for the use of the platform and the services and results generated by it.
Irrespective of the legal basis, esurance rejects all liability for direct or indirect losses (including lost profits and consequential losses) incurred by the customer by using the platform. This applies irrespective of whether the likelihood of such losses has been taken into account by the parties.
This limitation of liability does not apply to losses caused by intentional acts or gross negligence.
The customer shall defend esurance in the event of any (legal) disputes, compensate esurance (including reasonable court and lawyer’s fees) and hold esurance fully harmless with regard to all third-party claims, which are based on inadmissible, incorrect or illegal use of the platform or which otherwise arise from data protection, copyright or other legal disputes connected with inadmissible, incorrect or illegal use of the platform.
None of the parties shall be liable for any breach of this Platform Contract resulting from circumstances of force majeure.
This Platform Contract shall enter into force with the customer’s consent to the CA and be concluded for an indefinite period. It may be terminated by the parties at any time. In particular, esurance reserves the right to revoke the customer’s right of use under cl. 2 at any time, irrespective of a breach of the obligations listed in cl. 3, without giving reasons and with immediate effect.
This document has been translated into several national languages. In the event of divergent interpretation or errors in translation, the German version shall apply exclusively.