VOKA Portal Terms of Use

Welcome to the VOKA Portal offered by Kistler Tiffany Benefits General Agency, LLC, a wholly owned subsidiary of Digital Insurance, LLC, and its affiliates (“KT Benefits,” “we,” “us” or “our”). The terms and conditions set forth in these VOKA Portal Terms of Use (these “Terms of Use”) govern your (as further defined below, “Authorized User,” “you,” or “your”) access to, and use of, the VOKA portal (together with all features, functionality, services, documentation and other content made available through the VOKA portal, collectively, the “VOKA Portal”). By acknowledging your consent to these Terms of Use or otherwise using the VOKA Portal, you hereby agree as follows:

1. Registered Users. The VOKA Portal is offered and made available to Authorized Users only. “Authorized User” means sub-producers, agents and other entities and individuals with a relationship with KT Benefits who have provided an authorized username and password granted by KT Benefits to use the VOKA Portal (the “Access Information”). By using the VOKA Portal, you hereby represent and warrant that you are an Authorized User. You agree that you are responsible and liable for the use of the VOKA Portal by Individual Users as if such Individual Users were you. “Individual User” means any individual accessing or using the VOKA Portal by using your Access Information. You shall notify KT Benefits immediately of any unauthorized use of any Access Information or any other known or suspected breach of security.
2. Modifications. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and they apply to your access to, and use of, the VOKA Portal thereafter. You are responsible for regularly reviewing these Terms of Use. Your continued use of the VOKA Portal following the posting of revised Terms of Use means that you accept and agree to the changes. Additionally, you acknowledge and agree that KT Benefits may modify, alter, update, improve or otherwise change the VOKA Portal from time to time so long as the functionality and your use of the VOKA Portal is not materially degraded. Additionally, you acknowledge and agree that KT Benefits may modify or otherwise change the VOKA Portal as necessary or appropriate to comply with applicable laws, government regulations and orders.
3. License Grant. KT Benefits hereby grants to you, subject to and conditioned upon your compliance with these Terms of Use, a limited, revocable, non-exclusive, non-transferable, non-assignable license, without right to sublicense, to use the VOKA Portal for your internal business purposes. All right, title and interest (including all Intellectual Property Rights) in and to the VOKA Portal are owned by KT Benefits or its licensors, as applicable, and are protected by intellectual property laws, including copyright, patent, trademark, and/or trade secret laws. No right, title or interest (including all Intellectual Property Rights) in or to the VOKA Portal is transferred to you. Any rights not expressly granted herein are reserved by KT Benefits and its licensors, as applicable. “Intellectual Property Rights” means copyrights, trademarks, service marks, patents, trade secrets, and other related proprietary or statutory rights that have been or subsequently exist pursuant to all applicable statutes, laws, regulations, treaties or common law in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded.

4. Restrictions on Use. You may not: (i) use, copy, modify, translate, merge or create derivative works of the VOKA Portal except as expressly provided in these Terms and Conditions; (ii) disable or circumvent any licensing control feature in the VOKA Portal; (iii) reverse-engineer, disassemble, or decompile the VOKA Portal or otherwise attempt to access or determine its underlying source code, underlying ideas, underlying user interface techniques or algorithms, or permit any such actions, as applicable; (iv) sell, distribute, lend, sublicense, rent or lease all or any portion of the VOKA Portal; (v) use the VOKA Portal on a service bureau or time-share basis or as an application service provider; (vi) host, virtualize or otherwise provide access to or enable use of the VOKA Portal by any individual(s) not permitted to use the VOKA Portal; (vii) use the VOKA Portal to develop or enhance any product that competes, directly or indirectly, in KT Benefits’s determination, with the products and services offered by KT Benefits; (viii) remove the copyright, trademark, or any other proprietary rights or notices included within the VOKA Portal, as applicable; (ix) use the VOKA Portal in any way that would infringe any Intellectual Property Right of third parties; (x) access or use the VOKA Portal for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or (xi) use the VOKA Portal in a manner that would violate any law applicable to you or KT Benefits.

   If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the VOKA Portal in breach of the Terms of Use, your right to use the VOKA Portal will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

5. Disclaimer of Warranties. YOUR USE OF THE VOKA PORTAL IS AT YOUR OWN RISK. THE VOKA PORTAL IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. FURTHER, KT BENEFITS DISCLAIMS ALL WARRANTIES OF ANY KIND EXPRESS, IMPLIED OR STATUTORY (INCLUDING THOSE BY KT BENEFITS’S SUPPLIERS), INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR QUIET ENJOYMENT, AS WELL AS ANY WARRANTIES THAT THE VOKA PORTAL WILL BE FREE OF INTERRUPTIONS OR ERRORS. KT BENEFITS SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD. THE VOKA PORTAL MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. KT BENEFITS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
6. Limitation of Liability. IN NO EVENT WILL KT BENEFITS, ITS AFFILIATES, AND THEIR RESPECTIVE MEMBERS, SHAREHOLDERS, PARTNERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, AGENTS AND REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE AND LOSS OF PROFITS, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE VOKA PORTAL. KT BENEFITS'S TOTAL CUMULATIVE LIABILITY RELATING TO THESE TERMS OF USE OR THE VOKA PORTAL SHALL IN NO EVENT EXCEED ONE HUNDRED US DOLLARS ($100.00). SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, KT BENEFITS’S LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS OF USE BETWEEN THE PARTIES.
7. Confidentiality. The VOKA Portal and all related information and contents are confidential (the “Confidential Information”). You shall: (i) not disclose the Confidential Information to any third party at any time and shall limit disclosure of Confidential Information within your own organization to your employees or third parties authorized by KT Benefits in writing; (ii) not use the Confidential Information for any reason other than as contemplated by these Terms of Use and any other agreement between you and KT Benefits; and (iii) protect the confidentiality of the Confidential Information with at least the same degree of care as you use to protect your own Confidential Information of a like nature, but no less than a reasonable degree of care.
8. Indemnification. You will indemnify, defend and hold harmless KT Benefits, its affiliates, and their respective members, shareholders, partners, owners, officers, directors, employees, licensors, agents and representatives from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of, or relating to: (i) your use of the VOKA Portal or your breach of these Terms of Use; (ii) your User Contributions or any other content or material you submit or otherwise transmit through the VOKA Portal; or (iii) your violation of any rights of another. KT Benefits reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you.
9. Local Laws and Export Control. The VOKA Portal provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. You acknowledge and agree that the VOKA Portal shall not be used in, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to, countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the VOKA Portal, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Further, the VOKA Portal may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. KT Benefits and its licensors make no representation that the VOKA Portal is appropriate or available for use in other locations. If you use the VOKA Portal from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
10. Governing Law and Jurisdiction. These Terms and Conditions are governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules.
11. Assignment. These Terms of Use may not be assigned by you without the prior written approval of KT Benefits but may be assigned without your consent by KT Benefits to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Without limiting the foregoing, any actual or proposed change in control of you that results or would result in a direct competitor of KT Benefits directly or indirectly owning or controlling 50% or more of you shall entitle KT Benefits to terminate this Agreement for cause immediately upon written notice.
12. Miscellaneous. These Terms of Use do not limit any rights that KT Benefits may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to KT Benefits, pursuant to these Terms of Use or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to KT Benefits. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. All headings included in these Terms of Use are included for convenience only, and shall not be considered in interpreting these Terms of Use. No joint venture, partnership, employment, or agency relationship exists between you and KT Benefits as a result of these Terms of Use or use of the VOKA Portal. The failure of KT Benefits to enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by KT Benefits in writing. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms of Use, will survive the termination of these Terms of Use. These Terms of Use, together with any other agreements between you and KT Benefits, comprise the entire agreement between you and KT Benefits and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

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