Kemper Specialty - Electronic Interface Agreement
 
This Electronic Interface Agreement (the “Agreement”) is entered into between the above-named producer and Kemper Specialty, on behalf of itself and each of the following companies listed below: Alpha Property & Casualty Insurance Company, Financial Indemnity Company, Charter Indemnity Company, Unitrin County Mutual Insurance Company, Valley Insurance and any other company now or in the future owned directly or indirectly by any of the aforesaid companies. Each and every one of the aforementioned insurance companies, who are parties to either a Producer Company Agreement or Limited Producer Company Agreement are individually and collectively referred to herein as the “Company.”
 
1.
Company may electronically share information with Producer. The parties have agreed this information transfer may include Internet communication to the Company’s website on personal computer(s) located at the Producer’s office.
 
2.
The information to be shared under this Agreement includes, but is not limited to, certain policy and other data to be selected by Company in its sole discretion on business written by or through Producer for the Company. This information may include nonpublic personal information, (“NPI”), as defined in the Gramm-Leach-Bliley Act (“GLB”) or as defined by an applicable state privacy statute, rule or regulation (collectively referred to herein as the “State Privacy Laws”). Company’s disclosure, if any, of NPI is only pursuant to one of the exceptions to the opt-out provision requirements set forth in both GLB and whatever, if any, State Privacy Laws may be applicable. Notwithstanding any other language in the Agreement, Producer shall not use, disclose or disseminate NPI for any purpose other than that for which it was provided.
 
3.
This Agreement governs the use of any and all electronic interfaces, including download, between the Producer and Company (all such electronic interfaces shall be referred to herein as “EI”). Producer understands and agrees that any EI which Company authorizes Producer to access is solely for the use of Producers at a personal computer(s) located at Producers’ office provided those Producers are properly authorized to quote and issue policies for one of more of the companies defined herein as Company.
 
4.

Company agrees to pay the monthly transmission, maintenance and storage charges incurred in downloading to Producer and Producer agrees to pay the initial downloading fee from your Management System Vendor, as applicable, as well as charges for their Internet Service Provider. Producer agrees to pay all upload costs, including but not limited to, Producer management system, Internet Service Provider and connectivity. Connectivity includes, but is not limited to, dial-up, DSL, and ISDN.- Kemper Specialty does not charge the producer any service fees.

Producer will contact Company as soon as possible if it decides to change any of the Systems and or Providers listed above. Primarily due to technical issues, system changes can result in the termination, interruption or delay of download. Company strongly recommends Producer back up system files daily.

 
5.
Although the Company uses reasonable efforts to maintain the proper operation of the Systems, the Systems may not always be available or operating properly. Therefore, Producer shall carefully review all information obtained from the Systems to ensure accuracy and completeness. COMPANY MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE OR OTHER SERVICES PROVIDED HEREIN, INCLUDING ANY WARRANTY AS TO ANY SOFTWARE’S OR SERVICE’S QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
 
6.
Producer agrees that when Producer uses any of the functions available through any EI, or when others authorized by Producer, or others using Producer’s password(s), Id(s) and log-in(s) (individually and cumulatively referred to therein as “Producer’s Access”) use any EI, all of the terms and conditions of this entire Agreement apply, including, but not limited to, Producer’s responsibility for such usage.
 
7.
The use and storage of any information including, without limitation, Producer’s Access, policy information, transaction activity, account information and any other information or policy output available on Producer’s personal computer(s), is Producer’s sole risk and responsibility.
 
8.
In no event will Company be liable for any indirect, special, consequential or incidental damages Producer may suffer (including but not limited to any lost profits or revenues, loss of use, or costs of recovering lost data) arising out of, or in any way connected with, the EI, or any attempt at access to EI, or any of the other services described herein, even if Company has been advised of the possibility of such damages.
 
9.
Company and Producer agree that Company is hereby permitted to presume that Producer authorizes any transaction entered using Producer’s Access. Company is also permitted to presume that transactions entered via Producer’s Access are valid and are eligible for execution. When Producer shares Producer's Access with an employee, fellow Producer, or others, Producer is authorizing that person to use an EI service and is responsible for all transactions the person performs using the service. All transactions that person performs or which are performed by person to whom that person improperly or properly showed Producer’s Access, even those transactions Producer did not intend or want performed, are Producer’s sole responsibility and may be treated by Company as authorized transactions. Transactions that Producer or someone acting with Producer' Access initiates with fraudulent intent may also be treated by Company as authorized transactions.
 
10.
Producer agrees that Company may send notices and other communications including Producer Access confirmations, via first class mail, express mail, personal delivery or otherwise to the current address shown in Company’s records, whether or not that address includes a designation for delivery to the attention of any particular individual. Producer further agrees that Company will not be responsible or liable to Producer in any way if information is intercepted by an unauthorized person, either in transit or at Producer’s place of business. Producer agrees to: (1) keep all Producer’s Access secure and strictly confidential, providing it only to authorized personnel at Producer’s office; (2) instruct each person to whom Producer gives Producer Access that he or she is not to disclose it to any unauthorized person; and (3) immediately notify Company if Producer believes its Producer's Access may have become known to an unauthorized person.
 
11.

 

 

 

 

 

The functions provided to Producer hereunder will remain in effect until Producer or Company suspends them or terminates the Agreement. Producer may cancel or suspend service by EI by notifying Company in advance in writing that it would like to cancel or suspend that EI it has been authorized by Company to use. Producer should seek to expedite suspension of its service in the event of possible fraud. Company may suspend Producer’s participation in EI for any reason, at any time with or without notice.

Paragraphs 5,7, 8, and the confidentiality provisions set forth in paragraph 2 herein, however, survive the termination of this Agreement.

Moreover, the terms and conditions set forth in Paragraph 9 continue to apply until a reasonable time after Company’s receipt of any Producer EI service cancellation request or Agreement termination notice.

 

12.

 

 

Producer acknowledges that the security and integrity of the Systems are critical to Company’s business operations, and that the unauthorized disclosure of any information by Producer or its employees, fellow Producers or subcontractors shall give rise to irreparable injury to Company inadequately compensable in damages. Accordingly, Producer hereby agrees that Company shall be entitled to obtain injunctive or other equitable relief against the breach or threatened breach of the terms and conditions of this Agreement, and such relief shall be in addition to any other legal remedies which may be available.
 

13.

 

 

In addition to the relief available to Company in accordance with paragraph 12 of this Agreement, Producer hereby indemnifies, saves and holds Company harmless and assumes the defense of any and all liability, claims, demands, damages and costs of every kind and nature directly resulting from: (a) any unauthorized use of the Systems; (b) any unauthorized disclosure or release by Producer of any login IDs, passwords, software and/or other materials; or (c) any other material breach by Producer of the terms and conditions of this Agreement.
 
14.
Producer shall not, and shall not permit any other person to, use the Systems in any manner, or attempt to access areas of the Systems, other than that within the scope of the authorized business relationship between Company and Producer.
 
15.
If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws in effect during the term hereof, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or its severance therefrom.
 
16.
If Producer participates in download process, it may elect to participate in a paper reduction program whereby the Company will eliminate Producer copies of policy declarations by Producer code. If interested, Producer should contact the State Management department.
   
Electronic Interface Agreement 05/2011