menu

Terms of Use


Last updated: Feb 9, 2021

Terms and conditions


THE FOLLOWING ARE THE TERMS OF USE (“TERMS”) FOR THE SAVVY PLATFORM (“PLATFORM”). THESE TERMS SHALL APPLY TO ANY PERSON WHO ACCESSES OR USES ANY FEATURE OF THE PLATFORM (“LICENSEE”). PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING ANY FEATURE OF THE PLATFORM. YOUR ACCESS OR USE OF ANY FEATURE OF THE PLATFORM ESTABLISHES A CONTRACTUAL RELATIONSHIP BETWEEN LICENSEE AND SAVVY, LLC, AN ILLINOIS LIMITED LIABILITY COMPANY (“SAVVY”), AND SHALL BE DEEMED TO BE YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT ANY PORTION OF THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

1. ACCESS TO THE PLATFORM

  1. 1.1. GRANT OF LICENSE. SAVVY grants to Licensee, during the License Term, a non-exclusive, non-transferable, non-sublicensable, limited license (the “License”) to use the Platform solely for Licensee’s own internal business purposes to process Transactions subject to this Agreement. Licensee acknowledges that this Agreement constitutes only a grant of a license and conveys no ownership rights in the Platform to Licensee. Except as expressly permitted by SAVVY, Licensee shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform in any way; (ii) remove any copyright, trademark or other proprietary notices from any portion of the Platform or content contained in the Platform; (iii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or content contained in the Platform; (iv) decompile, reverse engineer or disassemble the Platform; (v) link to, mirror or frame any portion of the Platform; (vi) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Platform or unduly burdening or hindering the operation and/or functionality of any aspect of the Platform; (vii) attempt to gain unauthorized access to or impair any aspect of the Platform or its related systems or networks; (viii) use the Platform in any manner that could damage, disable, overburden, or impair the Platform, or interfere with any other party’s use of the Platform; or (ix) use the Platform for any purpose that is unlawful or in violation of this Agreement.
  2. 1.2. OWNERSHIP OF THE PLATFORM. All rights, title and interest in and to the Platform and its associated Intellectual Property shall at all times remain the sole, exclusive and perpetual property of SAVVY. Neither this Agreement nor Licensee’s use of the Platform conveys or grants to Licensee any rights: (i) in or related to the Platform except for the limited license granted above; or (ii) to use, reference, copy or reproduce in any manner any of SAVVY’s Intellectual Property or the Intellectual Property of third parties. %li
  3. 1.3. LICENSE TERM. The term of this License ( “License Term” ) shall begin on the Effective Date and continue until (i) SAVVY terminates access to the Platform; or (ii) Licensee provides written notice of termination to SAVVY, effective upon the date of such notice. Upon termination of this Agreement, Licensee’s access to the Platform shall terminate. SAVVY reserves the absolute right to terminate any access for any Authorized User at any time and without notice. SAVVY assumes no liability relating to the suspension or termination the License or any Authorized User pursuant to this Section. Written notice shall be provided to: Joseph Fisher, Managing Partner, SAVVY, LLC, 73 W. Monroe, Unit 326, Chicago, IL 60603 (email: jfisher@ratebarn.com), with a copy to support@ratebarn.com %li
  4. 1.4. LICENSE FEE. Licensee shall pay SAVVY a License Fee of $ 129.00 per On-Boarded Client. An “On-Boarded Client” is any contact client contact initiated through the Platform. The License Fee shall be paid through SAVVY’s on-line payment portal by inputting a credit card that will be charged upon the upload of a client’s completed insurance documents to the SAVVY Platform. For clarity, the License Fee is due to SAVVY immediately upon completing the insurance transaction with the customer through the Platform. SAVVY reserves the right to cancel or suspend this license agreement while any license fees remain outstanding. SAVVY reserves the right to change the License Fee at any time in its sole discretion, provided however, that the License Fee shall only be increased after providing Licensee ten (10) days advance written notice, such notice being effective through electronic communication or a change in this License Agreement.
  5. 1.5. LICENSEE OBLIGATIONS.
  6. During the License Term, Licensee agrees to the following:
  7. 1.5.1. Quotes are to be returned to the Platform dashboard within the following time-frames:
  8. 1.5.1.1. For Quote Requests received Monday through Friday before 2 p.m. Central Time, by 5:00 p.m. Central Time that same day (Monday – Friday); and
  9. 1.5.1.2. For Quote Requests received after 2 p.m. Central Time or on weekends and holidays, by 12:00 p.m. Central Time the next business day.
  10. 1.5.2. Quotes provided by Licensee shall be accurate in terms of compliance with the coverage types, limits, deductibles, listed insureds, discounts, and violation premium ratings. Non-compliant quotes will require resubmission within two hours of notification. %li
  11. 1.5.3. Licensee shall provide a quote in response to all Quote Requests sent to Licensee. If Licensee is unable to provide a quote in response to a Quote Request, Licensee shall mark the Quote Request “Notify of Uninsurable” via the red button on the Platform dashboard. %li
  12. 1.5.4. Quotes provided by Licensee shall comply with all applicable laws and regulations and in conformance with the highest ethical standards. Violation of applicable laws and regulations or breaches of ethics may result in termination of the License. Licensee shall not: %li
  13. i. Provide or promise unwarranted discounts on any quote;
  14. ii. Provide or promise unlawful rebates on any quote;
  15. iii. Engage in discrimination;
  16. iv. Engage in rate manipulation;
  17. v. Make any false representations or submissions in connection with any quote;
  18. vi. Commit any other unlawful act in connection with a quote.
  19. 1.5.5. Licensee is authorized to view Customer Data solely for the purpose of generating a quote, unless the Client elects to purchase insurance from Licensee. Licensee shall adhere to the SAVVY process when contacting Clients, which includes only: (a) Client’s selection of Licensee and request for contact; (b) Client initiation of contact; and (c) contact by Licensee’s lending affiliate
  20. 1.5.6. If Client selects Licensee and requests contact, Licensee shall exercise commercially reasonable best efforts to promptly contact Client at the earliest possible time. Licensee shall first attempt contact with the Client via the means specified by Client in the Quote Request before attempting contact through alternate means.
  21. 1.5.7. If Client does not select Licensee through the Platform, Licensee shall not at any time contact client or solicit client through direct or indirect methods, nor shall Licensee provide Client’s information to any third party for any prohibited use or solicitation.
  22. 1.6. SAVVY OBLIGATIONS. During the License Term, SAVVY agrees to the following:
  23. 1.6.1. SAVVY shall exercise commercially reasonable efforts to maintain the operability and performance of the Platform in accordance with generally accepted industry standards.
  24. 1.6.2. SAVVY will direct requests for quotes from Clients received through the Platform ( “Quote Requests” ) to Licensee per SAVVY’s internal quote dissemination rules and/or algorithms and/or at its sole discretion.
  25. 2. COMPLIANCE; CUSTOMER DATA; DATA SECURITY
  26. 2.1. COMPLIANCE. Licensee is solely responsible for using the Platform in compliance with all applicable laws, regulations, professional standards and other legal or contractual requirements. Licensee agrees that it will not use the Platform for any purpose that is unlawful or in violation of this Agreement. SAVVY disclaims any representation or warranty that the Platform is compliant with the current laws and regulations in Licensee’s jurisdiction and SAVVY assumes no obligation to update or supplement the Platform to maintain compliance with such laws or regulations. SAVVY assumes no responsibility for Licensee’s non-compliant use of the Platform.
  27. 2.2. CUSTOMER DATA. The Platform provides Licensee the ability to enter and/or view Customer Data to process Transactions. All rights, title and interest in and to the Customer Data which is entered into the Platform shall become and at all times remain the property of SAVVY. By entering Customer Data into the Platform, Licensee represents and warrants that Licensee possesses the legal right to do so subject to the terms of this Agreement. Licensee agrees to comply with all applicable laws, regulations, professional standards and other legal or contractual requirements regarding the collection, maintenance, use and entering Customer Data into the Platform. Licensee further agrees to make all required disclosures to Customers, including any required disclosures which SAVVY may specify and communicate to Licensee from time to time.
  28. 3. CONFIDENTIALITY
  29. 3.1. CONFIDENTIAL INFORMATION. SAVVY and Licensee acknowledge that in the course of dealings between the Parties, each party may have access to or receive certain of the other Party’s confidential and proprietary information in connection with this Agreement (including without limitation Intellectual Property of the other Party) (with respect to each party, such party’s “Confidential Information” ). The Parties acknowledge and agree that Licensee’s Confidential Information includes without limitation the Customer Data, and SAVVY’s Confidential Information includes without limitation the information and material furnished to Licensee regarding the Platform. SAVVY and Licensee agree (a) to maintain the secrecy of the other Party’s Confidential Information; (b) to take all reasonable precautions necessary to safeguard the other Party’s Confidential Information, including those measures taken by a party to protect its own Confidential Information of a similar nature (but in no event using less than reasonable care); (c) that they will not use the other party’s Confidential Information except to the extent necessary to perform obligations under this Agreement; and (d) that they will not disclose the other Party’s Confidential Information to any third-party, except to employees, officers, directors, agents, insurance producers, insurance brokers, contractors, consultants or representatives (collectively, “Agents” ) who use such Confidential Information in order for a Party to perform its obligations under this Agreement. Each Party shall be responsible for any breach of this Section 3 by any person to whom such Party disclosed Confidential Information of the other Party.
  30. 3.2. EXCEPTIONS. “Confidential Information” shall not include any information that (a) was already lawfully known to the Party receiving information (the “Receiving Party” ) at the time of disclosure as reflected in the written records of the Receiving Party; (b) was or has been disclosed by the Party disclosing information (the “Disclosing Party” ) to a third party without obligation of confidence; (c) was or becomes lawfully known to the general public without breach of this Agreement; or (d) is independently developed by the Receiving Party without access to, or use of, the Confidential Information.
  31. 3.3. DISCLOSURE REQUIRED BY LAW. Notwithstanding anything to the contrary herein, the Receiving Party may disclose any portion of the Disclosing Party’s Confidential Information that, in the opinion of its legal counsel, is required by court order or applicable law, rule or regulation to be disclosed, provided, however, that (a) the Receiving Party provide prompt, prior notice of such legal requirement to the Disclosing Party unless such notice is prohibited by applicable law, rule, regulation or court order, (b) the Receiving Party cooperates with the reasonable and lawful efforts of the Disclosing Party, at the Disclosing Party’s expense, to prevent or limit the scope of such disclosure and (c) after compliance with the foregoing subsections (a) and (b), the Receiving Party discloses only that portion of the Confidential Information that, in the opinion of its legal counsel, it is legally compelled to disclose.
  32. 3.4. REMEDIES. SAVVY and Licensee specifically acknowledge that monetary damages alone will not be an adequate remedy for the injuries and damage that would be suffered and incurred by the other Party as a result of a breach of this Section 3. If a Party breaches or threatens to breach any provision of this Agreement in a manner jeopardizing the other Party’s Confidential Information or Sensitive Personal Information, the injured Party shall be entitled to specific performance, injunctive relief or other similar remedy to enforce the provisions of this Agreement, in addition to any other rights and remedies that may be available. A Party shall not urge, as a defense to any proceeding for such specific performance or injunctive relief, that the other Party has an adequate remedy at law.
  33. 4. WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION
  34. 4.1. DISCLAIMER OF WARRANTIES. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." SAVVY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, SAVVY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE PLATFORM OR THAT PLATFORM AVAILABILITY WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE AGREES THAT THE ENTIRE RISK ARISING OUT OF LICENSEE’S USE OF THE PLATFORM REMAINS SOLELY WITH LICENSEE, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
  35. 4.2. LIMITATION OF LIABILITY. SAVVY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE PLATFORM, EVEN IF SAVVY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SAVVY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (I) LICENSEE’S USE OF OR RELIANCE ON THE PLATFORM, OR LICENSEE’S INABILITY TO ACCESS OR USE THE PLATFORM; OR (II) ANY TRANSACTION OR RELATIONSHIP BETWEEN LICENSEE AND ANY THIRD PARTY, EVEN IF SAVVY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SAVVY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SAVVY’S REASONABLE CONTROL. IN NO EVENT SHALL SAVVY’S TOTAL JOINT AND SEVERAL LIABILITY TO LICENSEE IN CONNECTION WITH THE USE OR ACCESS OF THE PLATFORM FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE AGGREGATE AMOUNT OF LICENSE FEES PAID BY LICENSEE TO SAVVY. NO ACTION OR CLAIM RELATING TO THIS AGREEMENT SHALL BE MADE AGAINST SAVVY BY LICENSEE OR ON LICENSEE’S BEHALF MORE THAN TWELVE (12) MONTHS AFTER THE EVENT GIVING RISE TO SUCH ACTION OR CLAIM.
  36. THE LIMITATIONS AND DISCLAIMER SET FORTH IN THIS SECTION AND THE PRECEDING SECTION DO NOT PURPORT TO DISCLAIM WARRANTIES, LIMIT LIABILITY OR ALTER LICENSEE’S RIGHTS THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
  37. 4.3. INDEMNIFICATION. Licensee shall indemnify, defend and hold SAVVY and its affiliates, and its and their Agents and shareholders (each, a “SAVVY Indemnitee” ) harmless from any and all liabilities, losses, demands, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees and costs) arising out of: (i) Licensee’s use of the Platform; (ii) Licensee’s breach or violation of this Agreement; (iii) any violation of the rights of any third party by Licensee, including but not limited to Licensee’s infringement of the intellectual property rights of third parties; or (iv) any non-compliance with applicable laws or regulations by Licensee (each of the foregoing, a “SAVVY Claim” ). SAVVY shall give prompt notice, cooperation and assistance to Licensee with respect to any SAVVY Claim. Licensee shall have the right to control the defense of any SAVVY Claim, provided, however, that SAVVY shall have the right to participate in such defense and in selection of counsel. SAVVY shall at all times have the right to independent representation by counsel at its own expense.
  38. 5. DEFINITIONS The following terms will have the meanings set forth below for the purpose of this Agreement:
  39. 5.1. “Authorized User” shall mean Licensee, its employees, subcontractors, and agents who have been duly authorized by Licensee to access the Platform pursuant to the terms set forth in this Agreement.
  40. 5.2. “Data” shall mean all information hosted on any server utilizing the Platform controlled by SAVVY or transmitted by any Authorized User through the use of Platform.
  41. 5.3. “Customer” or “Client” shall mean any Authorized User’s customer, client, lead, applicant for a loan, applicant for insurance or similar individual or entity.
  42. 5.4. “Customer Data” shall mean the Data relating to any Authorized User’s customers.
  43. 5.5. “Intellectual Property” means any or all of the following and all rights in, arising out of, or associated therewith: (a) all United States and foreign patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (b) all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, technology, technical data and customer lists; (c) all copyrights, copyright registrations and applications therefor and all other rights corresponding thereto throughout the world; (d) all industrial designs and any registrations and applications therefore throughout the world; (e) all trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor and all goodwill associated therewith throughout the world; (f) all databases and data collections and all rights therein throughout the world; (g) all computer Platform including all source code, object code, firmware, development tools, files, records and data, all media on which any of the foregoing is recorded; (h) any similar, corresponding or equivalent rights to any of the foregoing; and (i) all documentation related to any of the foregoing.
  44. 5.6. “Transaction” shall mean the transmission of Customer Data through the Platform and the generation of quotes for insurance policies based upon that Customer Data.
  45. 5.7. “Update” shall mean a change, enhancement, or modification to the Platform that corrects errors or enhances or upgrades the existing features and functions of the Platform, together with any new versions or releases of the Platform.
  46. 6. MISCELLANEOUS
  47. 6.1. MODIFICATION OR AMENDMENT. SAVVY may modify or amend this Agreement at any time in its sole discretion upon thirty (30) days advance written notice to Licensee. Licensee’s continued use of the Platform after such modification or amendment shall be deemed to be acceptance this Agreement, as modified or amended.
  48. 6.2. ARBITRATION; WAIVER OF JURY TRIAL; VENUE. The Parties agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform (collectively, “Disputes” ) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
  49. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules (the "AAA Rules") then in effect. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state where the arbitration occurs and will be selected by the parties from the AAA's roster of commercial dispute arbitrators.
  50. Except as otherwise agreed by the parties, the arbitration will be conducted in Cook County, Illinois. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The parties’ responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
  51. 6.3. CHOICE OF LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles.
  52. 6.4. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be stricken and the remaining provisions shall be enforced to the fullest extent under law.
  53. 6.5. ENTIRE AGREEMENT. This Agreement, including all Addenda, Exhibits and any other agreements expressly incorporated herein constitute the entire agreement between the Parties with respect to the Platform, and supersede all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between the Parties with respect to the Platform. As such, this Agreement represents the entire understanding relating to the use of the Platform and prevails over any prior or contemporaneous, conflicting or additional communications.
  54. 6.6. NO WAIVER. Failure by either Party to enforce any term of this Agreement will not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the Parties.
  55. 6.7. NO THIRD PARTY BENEFICIARIES. This Agreement is not intended to confer any right or benefit on any third party, and no action may be commenced or prosecuted against a party by any third party claiming as a third-party beneficiary of this Agreement or any of the transactions contemplated by this Agreement. No oral explanation or oral information by either party hereto will alter the meaning or interpretation of this Agreement.
  56. 6.8. RELATIONSHIP. No joint venture, partnership, employment, or agency relationship exists between SAVVY, Licensee or any third party as a result of this Agreement or use of the Platform.