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Software License Agreement

Please read the software license and privacy policy agreement. If you accept the terms, you will be able to download and use the software.

Companion Life Insurance Company, located at 7909 Parklane Road, Suite 200, Columbia, South Carolina 29223-5666, is the owner of certain software designed to perform certain insurance-related functions (“Software”). In consideration of the limited license granted to you (“Recipient”) under this Software License Agreement (“Agreement”) Companion is providing the Software to Recipient. The Software is provided for the limited purpose of allowing Recipient to prepare presentation materials to support sales and marketing activities related to Companion Life products and services.

License/Limitations. Companion hereby grants Recipient a non-exclusive, non-transferable right to use the Software only as specifically set forth in this Agreement. Recipient’s license is subject to the following limitations and Recipient obligations:

(a) Recipient has a right to the program portion of the Software only in object code format.

(b) Recipient may use the Software licensed hereunder only for Recipient’s own internal purposes. Recipient shall not use the Software to perform any data or information processing services for any third party.

(c) Recipient shall not re-license, sublicense, or otherwise transfer or distribute to any other person all or any part of the Software, or any right, title or interest therein of any kind.

(d) Upon termination of Recipient’s license, Recipient shall immediately erase all installed copies of the Software from all of Recipient’s hardware, and Recipient shall erase or return any copies of the Software. Upon termination Recipient shall also destroy or return all user manuals or other documentation in respect of the Software. Recipient agrees to return the software and all related materials to Companion Life immediately should the marketing relationship between the two parties be terminated.

(e) Recipient acknowledges that Companion retains all right, title, and interest in any and all copyright, trademark, patent, or other proprietary rights relating to the Software. Other than the license granted in this Agreement, Recipient obtains no right, title or interest to the Software.

(f) Recipient shall not cause or permit the Software to be reverse engineered, decompiled, or disassembled or copied in whole or in part. Recipient shall not make any derivative work based on the Software. In the event that Recipient creates any derivative works, Recipient hereby assigns and conveys to Companion any and all right, title or interest of any kind Recipient may have or acquire to such derivative works, and all such derivative works shall constitute works for hire such that title thereto shall vest in Companion. Recipient agrees to refrain from making alterations or modifications to the Software

(g) Recipient shall cooperate with in any action (of whatever type and including litigation) against third parties deemed necessary by Companion to protect Companion’s rights in and to the Software.

(h) Recipient shall permit reasonable inspections by or its representatives to review Recipient’s confidentiality policies and procedures relating to the safeguard of the Software and proprietary material, as well as the accounting information regarding the same. Additionally, Recipient shall allow Companion to examine the contents of Recipient’s hard drives and other storage media to confirm that Recipient’s use of the Software complies with this Agreement.

(i) The Recipient hereby acknowledges and agrees that Companion Life is the owner of the Software, including without limitation:

(1) all software code and documentation;

(2) all manuals or user information; and,

(3) all additions, enhancements, revisions, updates, or other modifications of the software.

(j) Companion Life reserves the right to recall the software from the Recipient at any time. The Recipient agrees to immediately surrender all copies of the software and any related materials upon receipt of Companion Life's request, and to immediately discontinue the use of the software

Software Provided “As-Is”. THE SOFTWARE AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING COMPANION EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA INTEGRITY, ABSENCE OF ANOMALIES OR NONCONFORMITIES, ERROR-FREE OPERATION, OR UNINTERRUPTED SERVICE.

Indemnification. Recipient agrees to indemnify, defend and hold harmless Companion and its affiliates, and their respective shareholders, directors, officers, employees, agents and other representatives from and against any damage, loss, expense or other liability arising, directly or indirectly, out of either:

(a) any claim by any person other than Recipient involving or related to any development or use of the Software by Recipient; or

(b) any breach of any of Recipient's obligations under this Agreement.

Recipient Responsibilities. Recipient is solely responsible for each of the following:

(a) the suitability of the Software for Recipient's purposes and intended use;

(b) the use of the Software’s operational results;

(c) all data input into the Software;

(d) Recipient is solely responsible for the installation of the Software and for providing an environment that is suitable for the Software’s installation and operation.

(e) Maintaining the confidentiality of the Software as required under the following section.

NONAFFILIATED THIRD PARTY SERVICE PROVIDER

Recipient agrees to comply with the requirements of Title V of the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) and its implementing regulations issued by the insurance departments of the applicable states, as follows:

(a) Protection of Nonpublic Personal Information.

(1) Prohibition on Unauthorized Use or Disclosure. Recipient will neither use nor disclose Nonpublic Personal Information received from or on behalf of Company for any purpose other than to carry out the activities and functions as specified in Agreement.

(2) Prohibition on Unauthorized Use or Disclosure of Consumer Lists. Recipient will not develop any list, description or other grouping of individuals using Nonpublic Personal Information received from or on behalf of Company, except as permitted by this Agreement or in writing by Company. Recipient will not use or disclose any list, description or other grouping of individuals that is derived using Nonpublic Personal Information received from or on behalf of Company, except as permitted by this Agreement or in writing by Company.

(3) Information Safeguards. Recipient will develop, implement, maintain and use appropriate administrative, technical and physical safeguards, in compliance with Gramm-Leach-Bliley Act §6801((a) and the implementing regulations issued by the insurance departments of the applicable states, to preserve the integrity and confidentiality of and to prevent non-permitted or violating use or disclosure of Nonpublic Personal Information Recipient receives from or on behalf of Company. Recipient will document and keep these safeguards current.

(4) Sub-Contractors and Agents. Recipient will require any of its subcontractors and agents, to which Recipient is permitted by this Agreement or in writing by Company to disclose any of the Nonpublic Personal Information Recipient receives from or on behalf of Company, to provide reasonable assurance, evidenced by written contract, that subcontractor or agent will comply with the same privacy and security obligations as Recipient with respect to such Nonpublic Personal Information.(b) Breach of Privacy Obligation.

(1) Reporting. Recipient will report to Company any use or disclosure of Nonpublic Personal Information not permitted by this Agreement or in writing by Company or in violation of the implementing regulations issued by the insurance departments of the applicable states. Recipient will make the report to Company’s Legal Department not less than 24 hours after Recipient learns of such non-permitted use or disclosure. Recipient’s report will at least:

(i) Identify the nature of the non-permitted or violating use or disclosure;
(ii) Identify the Nonpublic Personal Information used or disclosed;
(iii) Identify who made the non-permitted or violating use or received the non-permitted disclosure;
(iv) Identify what corrective action Recipient took or will take to prevent further non-permitted or violating uses or disclosures;
(v) Identify what Recipient did or will do to mitigate any deleterious effect of the non-permitted or violating use or disclosure; and
(vi) Provide such other information, including a written report, as Company may reasonably request.
(2) Termination of Agreement.

(i) Right to Terminate for Breach. Company may terminate Agreement if it determines, in its sole discretion, that Recipient has breached any provision of this Agreement. Company may exercise this right to terminate Agreement by providing Recipient written notice of termination, stating the breach of this Agreement that provides the basis for the termination. Any such termination will be effective immediately or at such other date specified in Company’s notice of termination.
(ii) Obligations upon Termination.

(aa) Return or Destruction. Upon termination, cancellation, expiration or other conclusion of Agreement, Recipient will if feasible return to Company or destroy all Nonpublic Personal Information, in whatever form or medium (including in any electronic medium under Recipient’s custody or control), that Recipient received from or on behalf of Company, including all copies of and any data or compilations derived from and allowing identification of any individual who is a subject of the Nonpublic Personal Information. Recipient will complete such return or destruction as promptly as possible, but not later than 30 days after the effective date of the termination, cancellation, expiration or other conclusion of Agreement. Recipient will identify any Nonpublic Personal Information that Recipient received from or on behalf of Company that cannot feasibly be returned to Company or destroyed, and will limit its further use or disclosure of that Nonpublic Personal Information to those purposes that make return or destruction of that Nonpublic Personal Information infeasible. Within such 30 days, Recipient will certify on oath in writing to Company that such return or destruction has been completed, will deliver to Company the identification of any Nonpublic Personal Information for which return or destruction is infeasible and, for that Nonpublic Personal Information, will certify that it will only use or disclose such Nonpublic Personal Information for those purposes that make return or destruction infeasible.

(bb) Continuing Privacy Obligation. Recipient’s obligation to protect Nonpublic Personal Information received from or on behalf of Company will be continuous and survive termination, cancellation, expiration or other conclusion of Agreement.

(cc) Other Obligations and Rights. Recipient’s other obligations and rights and Company’s obligations and rights upon termination, cancellation, expiration or other conclusion of Agreement will be those set out in Agreement.(3) Indemnity. Recipient will indemnify and hold harmless Company and any Company affiliate, officer, director, employee or agent from and against any claim, cause of action, liability, damage, cost or expense, including attorneys’ fees and court or proceeding costs, arising out of or in connection with any non-permitted or violating use or disclosure of Nonpublic Personal Information or other breach of this Agreement by Recipient or any person or entity under Recipient’s control.

(i) Right to Tender or Undertake Defense. If Company is named a party in any judicial, administrative or other proceeding arising out of or in connection with any non-permitted or violating use or disclosure of Nonpublic Personal Information or other breach of this Agreement by Recipient or any person or entity under Recipient’s control, Company will have the option at any time either (i) to tender its defense to Recipient, in which case Recipient will provide qualified attorneys to represent Company’s interests at Recipient’s expense, or (ii) undertake its own defense, choosing the attorneys, consultants and other appropriate professionals to represent its interests, in which case Recipient will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants and other professionals.

(ii) Right to Control Resolution. Company will have the sole right and discretion to settle, compromise or otherwise resolve any and all claims, causes of actions, liabilities or damages against it, notwithstanding that Company may have tendered its defense to Recipient. Any such resolution will not relieve Recipient of its obligation to indemnify Company under this Agreement Section B.3.(c) General Provisions.

(1) Definitions. The capitalized term “Nonpublic Personal Information” has the meaning set out in Title V of the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) and its implementing regulations issued by the insurance departments of the applicable states.

(2) Amendment to Agreement. Upon the effective date of the final regulations promulgated by the insurance departments of the applicable states to implement the privacy protections of Title V of the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.), and upon the effective date of any amendment to those regulations, this Agreement will automatically amend such that the obligations they impose on Recipient remain in compliance with those regulations.

Confidentiality. Recipient acknowledges that the Software and related materials are confidential and not otherwise available for disclosure or publication. Accordingly, Recipient agrees to maintain the confidentiality of the Software and to only use the Software as set forth above.
Recipient will provide the Software only to those of its employees who will use it in the regular course of their daily activities, and that such employees also shall agree to respect the fiduciary and confidential relationship established hereby. The Recipient agrees that it will not provide a copy of this software to any entity not party to this Agreement without the prior written consent of Companion Life.

Remedies. In the event that the Recipient has breached or threatened to breach any of the provisions of this Agreement, Companion Life shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief restraining the Recipient from any such breach, and shall further be entitled to recover any damages suffered as a consequence of such breach.

Entire Contract. This Agreement contains the entire agreement between the Parties concerning the Software and related materials and may be modified or waived only by a separate writing signed by the Parties hereto. It is further understood and agreed that no failure or delay by a Party in exercising any right, power or privileges hereunder will operate as a waiver thereof.

Choice of Law. This Agreement is for the benefit of the Parties hereto and their successors in interest and will be governed by and construed in accordance with the laws of the State of South Carolina.

Time Period of Agreement. It is understood that all terms and conditions related to the obligation to maintain confidentiality, and related to the restrictions on use, disclosure, duplication, protection and security of the Confidential Information, shall remain in full force and effect during the duration of your agency relationship and for a period of five (5) years from the date of termination of such agency relationship unless it is mutually agreed to terminate it an earlier date.

Severability. The invalidity or unenforceability of any term or condition hereof shall in no way affect the validity or enforceability of any other term or condition.

Yes, I Agree                                                    

No, I Don't Agree