Notice of Consent to Agency Network Data Sharing

Notice of Consent to Agency Network Data Sharing

This Data Sharing Agreement (“Agreement”) is effective as of the date executed (“Effective Date”), and is by and between SIAA, Inc. (“SIAA”) and the SIAA member signing below (“Member”). SIAA and Member are referred to together, collectively, as the “Parties” and each, individually, as a “Party.”

WHEREAS, SIAA operates an alliance of independent insurance agencies, and Member is a member of the SIAA network; and

WHEREAS, SIAA and Member are parties to a Strategic Partnership Agreement (“Membership Agreement”); and

WHEREAS, SIAA intends to create, collect, and integrate into a database certain publicly and non-publicly available insurance information, including information from members and strategic partners of the SIAA network, for purposes of producing analytical data, reporting and services; and

WHEREAS, pursuant to the terms of this Agreement, Member is agreeing to transfer to SIAA certain de-identified insurance information which, alone or in combination with other transferred information, could not be readily used to identify the individual(s) about whom such information pertains, so that SIAA may integrate such information into the database; and

WHEREAS, pursuant to the terms of this Agreement, SIAA has agreed to provide Member with certain products and services generated from time to time by SIAA using the database to enable Member to grow and evolve its business.

NOW, THEREFORE, for good and valuable consideration, which the Parties acknowledge is sufficient to induce them to enter this Agreement, the Parties agree as follows.

1. Database. SIAA shall create a database (“Database”) to collect and analyze a wide variety of publicly and non-publicly available insurance related data and information, including, but not necessarily limited to, data and information related to agents, brokers, insurers, carriers, underwriters, reinsurers, policies, types of policies, insurance products, coverages, scopes of coverage, limits, sub-limits, endorsements, exclusions, premiums, commissions, effective and expiration dates, deductibles, claims, types of claims, amounts of claims, loss rates, utilization, risk classes, and other such insurance-related information (collectively, “Insurance Information”).
2. Analytics for Member. SIAA shall provide Member with certain analytics data and information generated by SIAA from time to time using the Database, such as information about product profitability, the impact of writing business with strategic partners, agency growth opportunities, and potentially other similar insurance-related data and information (collectively, “Analytics Data”), as well as to potentially provide Member with guidance, and other services related to such Analytics Data (collectively, “Analytics Services”) (Analytics Data and Analytics Services are referred to collectively, as simply “Analytics”). SIAA shall provide to Member permissioned access to its digital platform containing the Analytics.
3. Insurance Information Transfer. To facilitate development of the Database and Analytics, Member agrees to subscribe to and maintain an account for the (i) Google Cloud enabled Applied Epic product, (ii) Applied EZLynx product, (iii) Vertafore AMS 360 product, or (iv) such other agency management system as agreed upon in writing by the parties (each, an “AMS Product”). Member shall be solely responsible for subscribing to, maintaining, paying any and all costs, expenses and fees related to, controlling access to and security of, and complying with any and all terms and conditions with respect to Member’s AMS Product account (“Member’s AMS Account”). Member agrees to transfer to SIAA the Insurance Information that Member creates, collects, and maintains in Member’s operations (“Member Insurance Information”) for SIAA to integrate into the Database and hereby authorizes its third-party software providers of its AMS Product to automatically transfer such Insurance Information to the Database without further action by SIAA or Member. Member further authorizes SIAA to share this Agreement with such third-party software provider of its AMS Product as evidence of the foregoing consent. Member shall input Member Insurance Information from its operations, including the data required for the SIAA Download (defined below) to Member’s AMS Account not less often than weekly. During the Term of this Agreement, Member shall permit SIAA to access Member’s AMS Account, as reasonably specified by SIAA and sufficient to permit SIAA to download from Member’s AMS Account and integrate into the Database the Member Insurance Information listed on Exhibit A (“SIAA Download”). In addition, Member authorizes and consents to the transfer to SIAA of Insurance Information that any strategic partner of SIAA creates, collects, and maintains regarding Member’s operations (“SPC Insurance Information”) to permit SIAA to integrate into the Database (the “SPC Transfer”). Member and SIAA shall ensure that each of the Member Insurance Information in the SIAA Download and the SPC Transfer lacks information that identifies the individual(s) about whom such information pertains and lacks information that, alone or in combination with other information in the SIAA Download or SPC Transfer, could be readily used to identify the individual(s) about whom such information pertains (“De-identified Information”). After SIAA has made the SIAA Download from the Member’s AMS Account or accepted the SPC Transfer, neither SIAA nor Member shall re-identify, attempt to re-identify, or knowingly permit any other non-Party to re-identify or attempt to re-identify any De-identified Information unless expressly agreed to in writing by SIAA and Member.
4. Data Privacy. Because the only Member Insurance Information and SPC Insurance Information that SIAA should receive under this Agreement is De-Identified Information, SIAA Downloads and SPC Transfers should not contain any personal information, personally identifiable information, protected health information, or other information protected (“Protected Information”) by any local, state, federal or foreign law, rule, or regulation governing any of the following: (a) breaches or security incidents involving Protected Information; (b) technological, physical, or administrative safeguards for ensuring the confidentiality, integrity, or availability of Protected Information; or (c) processing of Protected Information (collectively, “Data Privacy Laws”). If and to the extent either Party discovers that any Insurance Information, SIAA Download, SPC Transfer, or other information that SIAA receives from Member under this Agreement contains, constitutes, or comprises Protected Information under any Data Privacy Law that governs the Parties and applies to the information at issue, the Parties may (in SIAA’s reasonable discretion) do either of the following: (x) remove, segregate, delete or otherwise modify the information so that it no longer contains, constitutes, or comprises Protected Information; or (y) enter into a data processing agreement that satisfies any Data Privacy Law that governs the Parties and applies to the information at issue.
5. Member shall continue to own, and have and retain all right, title, and interest to, all Member Insurance Information and other information in Member’s AMS Account. SIAA shall have no ownership of, or any right, title, or interest to, any Member Insurance Information or other information in Member’s AMS Account, except with respect to the SIAA Download and as otherwise provided in this Agreement or the Membership Agreement. SIAA shall own, have and retain all right, title, and interest to, all Insurance Information and other information in the SIAA Download or SPC Transfer, and the Database, Confidential Information (defined below), Analytics, and all other information related to Analytics (“Analytics Information”). Member shall have no ownership of, or any right, title, or interest to, any Insurance Information or other information in the SIAA Download, SPC Transfer or in the Database, or to any Analytics, Analytics Information or Confidential Information, except with respect to Member’s right to receive and use Analytics, Analytics Information, and Confidential Information under this Agreement or the Membership Agreement.
6. Use and Disclosure of Insurance Information. SIAA is actively evaluating opportunities to negotiate and make available new programs and services to Members, including programs and services that may be allowed by insurance companies, vendors, and other entities. To facilitate this activity, SIAA shall have the sole right to use, utilize, copy, compile, decompile, create derivative works of, analyze, manipulate, use machine learning and artificial intelligence to process and analyze, aggregate and integrate with other information, and in all other ways use and conduct data analytics with respect to Insurance Information in the SIAA Download, SPC Transfer and Database (“Data Analysis”). SIAA shall have the sole right to disclose and make available and accessible to third parties any and all Insurance Information in the SIAA Download, SPC Transfer and Database, and any and all Analytics, Analytics Information and Confidential Information for any and all purposes, including to perform Data Analysis, provided that, if and to the extent SIAA discloses Insurance Information in the SIAA Download or SPC Transfer to any other member of the SIAA network, SIAA shall ensure such disclosure does not permit any other such member to identify the specific or individualized content of the Insurance Information in the SIAA Download or SPC Transfer as coming from Member.
7. Confidential Information. The Analytics and Analytics Information that Member receives or obtains, shall be the confidential information of SIAA (“Confidential Information”). Member shall not disclose or make accessible or available to any non-Party any Confidential Information without the prior express written consent of SIAA, which consent shall not be unreasonably withheld; provided that, Member may disclose such Confidential Information to any employee of Member or contracted business advisor and any actual or prospective owner or member of Member so long as Member first obtains a written confidentiality agreement restricting such individual or entity’s use and disclosure of Confidential Information consistent with and at least as stringent as the terms of this Agreement. Member shall not use, utilize, copy, compile, decompile, create derivative works of, analyze, manipulate, use machine learning or artificial intelligence to process and analyze, aggregate or integrate with other information, or in any other way use or conduct Data Analysis with respect to Confidential Information, provided that Member may use and utilize Confidential Information in the course of its communications with SIAA and for the purposes of managing and making decisions concerning Member’s business operations.
8. Term and Termination. This Agreement shall remain in effect from the Effective Date until terminated pursuant to the terms of this Agreement (“Term”). Either Party may terminate this Agreement by giving the other Party not less than 90 days’ advanced written notice of termination. If one Party materially breaches its obligations under this Agreement, the other Party may give written notice to such Party identifying the alleged breach and, if the allegedly breaching Party does not cure such breach within 30 days of its receipt of such notice, the Party giving the notice may terminate this agreement at the end of the 30-day cure period. SIAA may terminate this agreement effective immediately if Member violates any of its obligations under paragraphs 1, 2, 3, 4 or 7 of this Agreement. In the event of termination of this Agreement, Member shall, by no later than the date termination becomes effective, return to SIAA or (with SIAA’s express prior written consent) permanently destroy all Confidential Information in Member’s possession, custody or control, and (if SIAA requests in writing) certify under oath that Member has complied with this provision. In the event of termination, the Parties shall retain all ownership, and all right, title, and interest to, all Insurance Information, Member’s AMS Account, the SIAA Download, the SPC Transfer, Analytics, Analytics Information, Confidential Information, and the Database pursuant to the terms of paragraphs 2, 3 and 4 of this Agreement. Notwithstanding the termination of this Agreement, Member shall have no right to request or demand return or destruction of any Insurance Information or other information that SIAA receives, obtains or creates pursuant to this Agreement, including Insurance Information in any SIAA Download or SPC Transfer, and shall have no right to request or demand that SIAA remove, segregate, delete or otherwise modify any Insurance Information in any SIAA Download or SPC Transfer.
9. Indemnification. SIAA shall indemnify and (at Member’s option) defend Member from all claims, suits, judgments, allegations, demands, losses, damages, liabilities, expenses, and costs (including attorney’s fees) (“Claims”) asserted against Member by any non-Party alleging Member’s use of Confidential Information infringes or misappropriates that non-Party’s United States intellectual property rights; provided that Member must promptly notify SIAA in writing of such Claim, cooperate with SIAA with respect to such Claim, and allow SIAA sole authority to control the defense and settlement of such Claim, as long as such settlement completely and forever releases Member from all liability with respect to the Claim or Member provides express prior written consent to such settlement. Member shall indemnify and (at SIAA’s option) defend SIAA from all Claims against SIAA by any non-Party arising out of or related to Member’s use of Confidential Information; provided that Member may not settle any Claim against SIAA unless such settlement completely and forever releases SIAA from all liability with respect to the Claim or SIAA provides express prior written consent to such settlement; and further provided that SIAA shall have the right, at its option and at Member’s expense, to defend itself against any Claim or participate in the defense thereof by counsel of its own choice.
10. Disclaimer of Warranties. ALL INFORMATION PROVIDED OR CREATED BY SIAA, INCLUDING BUT NOT LIMITED TO, THE DATABASE, ANALYTICS, ANALYTICS INFORMATION, AND CONFIDENTIAL INFORMATION, ARE PROVIDED “AS IS”, AND SIAA DISCLAIMS ALL WARRANTIES WITH RESPECT TO IT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SIAA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO ALL SUCH INFORMATION, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE WITH RESPECT TO SUCH INFORMATION. SIAA MAKES NO WARRANTY OF ANY KIND THAT SUCH INFORMATION, OR ANY PRODUCTS OR RESULTS OF MEMBER’S USE OF IT, WILL MEET MEMBER’S OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE ACCURATE, COMPLETE, OR ERROR FREE.
11. Miscellaneous
    1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, written and oral, with respect to such subject matter; provided that this Agreement does not supersede the Membership Agreement; and provided further that, if and to the extent any provision of this Agreement is contrary to or inconsistent with the Membership Agreement, the terms of this Agreement shall control.
    2. Force Majeure. In no event shall the Parties be liable to each other, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond the Parties’ reasonable control, including, but not limited to, acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, pandemic or public health crisis, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    3. Amendment, Modification, and Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any provision hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege under this Agreement will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    4. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement 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 Agreement 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. In case the negotiations fail and if SIAA deems such provision essential to the Agreement, it may, within 60 days of the date the provision is declared unenforceable, terminate this Agreement upon notice to Member.
    5. Notice of Process.
       • If Member receives a subpoena or other request to disclose any Confidential Information, Member shall (to the extent permitted by law) do the following: (a) promptly notify SIAA; (b) provide SIAA with a copy of the subpoena or request; and (c) not disclose any such information unless and until (i) SIAA authorizes such disclosure in writing, or (ii) a judicial, legislative, executive, or administrative body orders Member to disclose such information, the time for SIAA to appeal or challenge the order has expired, and SIAA has not appealed or challenged the order within that time.
       • If SIAA receives a subpoena or other request to disclose any Member Insurance Information, SIAA shall (to the extent permitted by law) do the following: (a) promptly notify Member; (b) provide Member with a copy of the subpoena or request; and (c) not disclose any such information unless and until (i) Member authorizes such disclosure in writing, or (ii) a judicial, legislative, executive, or administrative body orders SIAA to disclose such information, the time for Member to appeal or challenge the order has expired, and Member has not appealed or challenged the order within that time.
    6. Governing Law and Venue. This Agreement is governed by and construed in accordance with the laws of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction.
    7. Member may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of SIAA. Any purported assignment, transfer, or delegation in violation of this provision is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. SIAA may assign or transfer any of its rights or delegate any of its obligations hereunder to any person that acquires all or substantially all of the assets or equity or ownership interests of SIAA. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
    8. Equitable Relief. Any breach or threatened breach by Member of its obligations under paragraphs 2, 3 and 4 of this Agreement will cause SIAA irreparable harm for which monetary damages would not be an adequate remedy. In the event of such breach or threatened breach, SIAA will be entitled to equitable relief, including a restraining order, injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
    9. The recitals to this Agreement are material to, and constitute integral and substantive provisions of this Agreement, and accordingly are incorporated into and are specific rights and obligations of the Parties under this Agreement.
    10. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together are deemed the full Agreement.

Exhibit A to Data Sharing Agreement – SIAA Download

The SIAA Download shall consist of the following data elements; provided that SIAA may amend or modify this list with notice to Member; and provided further that no such amended or modified list shall enable the Insurance Information in the SIAA Download to be identified to the individual(s) about whom such information pertains, or enable information that, alone or in combination with other information in the SIAA Download, be readily used to identify the individual(s) about whom such information pertains.