Proformex Connector Terms and Conditions
These Connector Terms and Conditions (these “Connector Terms”) govern your access to and use of the connectivity functionality within the Proformex System (the “System”) that lets you connect a Connected Tool to query and retrieve Policy Information (the “Connector”). By authorizing, enabling, or using the Connector, you agree to these Connector Terms and to the Proformex Terms of Use at https://www.proformex.com/terms-of-use/ (the “Terms of Use”). Capitalized terms not defined here have the meanings given in the Terms of Use. If these Connector Terms conflict with the Terms of Use as to the Connector, these Connector Terms control; the Terms of Use otherwise govern your use of the System.
1. Authorization and Scope of Access
You may use the Connector to enable a Connected Tool to query and retrieve, on a read-only basis, Policy Information you are authorized to access through the System, and you authorize Proformex to make that Policy Information available to the Connected Tool in reponse to your requests. Access is limited to your account and entitlement and grants no access beyond it. The Connector permits query and retrieval only; it does not let a Connected Tool create, modify, or delete Policy Information. You may disconnect the Connector at any time.
No-PII Configuration. Proformex may offer a firm-level configuration under which the Connector does not return Policy Information that identifies an individual (the “No-PII Configuration”). While the No-PII Configuration is in effect for your account, Section 2(v) applies only to Policy Information the Connector actually returns. All other provisions of these Connector Terms apply without regard to the No-PII Configuration, and Policy Information returned under it remains confidential and subject to the agreements described in Section 5. Proformex does not warrant that no information identifying an individual will be returned. Refer to Section 6 regarding unrelated or unexpected data returned by the Connector.
2. Your Responsibilities and Warranties
You are solely responsible for selecting, configuring, authorizing, and using any Connected Tool, for the credentials and connection you establish, and Proformex has no obligation to monitor or validate any Connected Tool, its requests, or its output. By enabling the Connector, you direct Proformex to transmit Policy Information to the Connected Tool. You are responsible for that transmission, and for all activity through your connection. Proformex may identify, in its documentation or otherwise, the Connected Tools it currently supports and may change them at any time; identifying a tool as supported is not an endorsement of, or a representation about, the tools or its provider and does not limit this Section 2 or Section 3.
You represent and warrant that: (i) you comply, with all laws applicable to your business and your use of the Connector; (ii) you hold all rights, consents, and authorizations, including any individual’s authorization, necessary to access the Policy Information and to have it processed by the Connected Tool and its provider; (iii) your use of the Connector will not violate any agreement or duty of confidentiality applicable to you; (iv) you are reponsible for compliance with each Connected Tool Provider’s terms. You will not use the Connector to access or process information you are not authorized to access or disclose.
3. Connected Tools; Data Leaving the System
You represent, warrant, and covenant that you will use the Connector only through a Connected Tool that processes, stores, and provides access to Policy Information only within the United States. Retention, human review, and model training are determined by the Connected Tool Provider, its terms, and the plan and settings you select, which Proformex does not control and cannot verify. You bear all risk arising from any Connected Tool’s use, retention, review, or model training of Policy Information.
Once transmitted to a Connected Tool, Policy Information leaves the System and Proformex’s control and is handled by the Connected Tool and its provider under their own terms. Proformex is not a party to, and does not control, your relationship with any Connected Tool Provider, and disclaims responsibility for any provider’s handling of Policy Information. You are solely responsible for Policy Information once it is transmitted to a Connected Tool.
4. Data Accuracy; Automated Retrieval
You are responsible for independently verifying Policy Information before relying on it, and a Connected Tool’s output may be inaccurate, incomplete, or misleading, including where the underlying data is erroneous or unvalidated; refer to the Proformex Terms of Use.
5. Upstream and Platform Terms
Your use of the Connector and any Connected Tool is subject to (a) the agreements under which Proformex receives the underlying data, including carrier data-sharing agreements and clearinghouse feed terms, and (b) the terms under which each Connected Tool Provider’s platform permits you to add and use a custom or third-party connector. You will comply with any such terms applicable to you and with any use restrictions Proformex passes through to you, and you acknowledge that each Connected Tool platform treats the Proformex server as a third-party service and disclaims verification of it.
6. Inadvertent Disclosure of Unrelated Data
“Unrelated Data” means any Policy Information or other data accessed through the Connector that you know or reasonably should know is unrelated to you or your current or prospective clients and that you are not authorized to access. If you become aware of the receipt or availability of Unrelated Data, you will promptly, and in any event within twenty-four (24) hours, notify Proformex, and you will (i) not access, review, use, disclose, or further process the Unrelated Data except as reasonably necessary to identify it and comply with this Section, including ensuring it is not retained, logged, or used by any Connected Tool; (ii) take all steps reasonably necessary to delete or remove it from your systems and from any Connected Tool to the extent technically feasible; and (iii) on Proformex’s request, certify in writing that you have done so. You will reasonably cooperate with Proformex in verifying deletion, subject to your internal security and confidentiality obligations.
7. Prohibited Uses; Security
In connection with the Connector, you will not, and will not permit any Connected Tool or person to: (a) circumvent or attempt to bypass any access control, authentication, rate limit, or other security measure of the System; (b) use the Connector, or any prompt or request to a Connected Tool, to access data beyond your entitlement; (c) sell, license, or redistribute Policy Information except as permitted under the Terms of Use; (d) reverse engineer the Connector or use it other than for its intended purpose; (e) use the Connector in violation of the Terms of Use or applicable law; or (f) generate query volume or automated request patterns that exceed any parameters Proformex sets or that impair the stability, integrity, performance, or security of the System. This authorization does not waive any restriction or protection in the Terms of Use, including automated access.
8. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS OF USE, PROFORMEX PROVIDES THE CONNECTOR AND ALL POLICY INFORMATION ACCESSED THROUGH IT “AS IS” AND “AS AVAIALBLE,” INCLUDING AS TO AUTOMATED RETRIEVAL THROUGH A CONNECTED TOOL, AND DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY LAW. PROFORMEX IS NOT RESPONSIBLE FOR ANY ACTION TAKEN OR DECISION MADE IN RELIANCE ON CONNECTED TOOL OUTPUT.
9. Confidentiality and Data Security
Your obligations for the confidentiality and security of data accessed through the System, including through the Connector, are governed by the Terms of Use and Proformex’s Privacy Policy. Without limiting that, you are responsible for ensuring your personnel who use the Connector comply with these Connector Terms and the Terms of Use; and for notifying Proformex without undue delay, and in any event within twenty-four (24) hours after discovery, or any actual or reasonably suspected unauthorized access to, use of, or disclosure of Policy Information through any Connected Tool, and cooperating with Proformex in responding.
10. Suspension and Termination
You may disconnect the Connector at any time. Proformex may suspend, restrict, or terminate the Connector or your access to it in accordance with the Terms of Use, including for any actual or suspected violation, and may limit or disable connectivity to particular Connected Tools, providers, or methods of access. Proformex may also suspend or sever the Connector, and require deletion of Policy Information as provided below, as to any carrier whose Policy Information is acccessible through the Connector if your underlying agreement or relationship with that carrier ends. Without limiting the foregoing, Proformex may immediately and without notice throttle, rate-limit, suspend, or sever the Connector or any Connected Tool connection where it reasonably determines that the activity threatens or degrades the stability, integrity, performance, or security of the System, and will have no liability for doing so. On termination, you will promptly cease accessing Policy Information through the Connector. You are responsible for instructing the Connected Tool Provider to delete or purge, any Policy Information retained by the Connected Tool, subject to your agreement with the Connected Tool Provider, which Proformex does not control. Policy Information already transmitted to a Connected Tool remains subject to Section 3.
The limitations of liability and exclusions of damages in the Terms of Use, and the dispute-resolution provisions of the Terms of Use, apply in full to the Connector and these Connector terms will not exceed the terms specified in your existing agreement with Proformex.
11. Indemnification
You will defend, indemnify, and hold harmless Proformex and its subsidiaries and affiliates, and their respective directors, officers, employees, and agents, from all third-party claims, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (i) your negligence, willful misconduct, or fraud; (ii) your breach of these Connector Terms of the Terms of Use; (iii) your violation of any law in connection with your use of the Connector; (iv) any use, retention, review, disclosure, or training of Policy Information by any Connected Tool or its provider; (v) any action taken or decision made in reliance on Connected Tool output; (vi) your access to, use of, failure to delete, or other processing of Unrelated Data in violation of these Connector Terms; or (vii) any dispute between you and a Connected Tool Provider or other third party relating to Policy Information or the Connector.