Benji
Terms of Use
Last updated: May 8, 2024
These Terms of Use (the “Terms”) are made between Newfront Insurance Services and each party (the “Client,” or “You”) that uses or executes a Contract for the Services (each as defined below). The “Effective Date” of these Terms is the date of Customer’s initial Contract or the date Customer first installs or accesses the Services, whichever is earlier. By executing a Contract and/or accessing the Services, You (A) agree to be legally bound by these Terms (B) represent and warrant that you have the right, power, and authority to enter into these Terms on behalf of Client and bind Client to these Terms.
1. Definitions
1.1 “Admin” means the End User(s) identified by Client granted additional privileges to oversee, configure, and maintain the Services on Client’s Slack Instance.
1.2 “Analytics” means non-personally identifiable information, data, and reports derived from or compiled through the Services, including but not limited to trend data.
1.3 “Benji” means Newfront’s proprietary conversational artificial intelligence-powered assistant offered in connection with a comprehensive insurance brokerage offering and installed in the Client Slack Instance.
1.4 “Client Data” means any and all data, file attachments, text, images, reports, Input (as defined in Section 9), Client Documentation (as defined in Section 1.4), or any other content that is uploaded, submitted, transmitted or otherwise made available to Newfront or through the Services by You or any End User and is processed by Newfront on Client’s behalf.
1.5 “Client Documentation” means the subset of Client Data comprised of Client’s benefits plans, policies, benefits guides, or other content provided to Newfront that will be referenced by Benji to answer End User requests for assistance.
1.6 “Client Services Agreement” or “CSA” means an executed agreement between Client and Newfront governing insurance brokerage and consulting services related to Client’s employee benefits program.
1.7 “Client Slack Instance” means Client’s own Slack instance purchased and paid for by Client, where Benji will be installed for use by Client’s End Users. Specifically, the meaning of Client Slack Instance includes the workspace and channel(s) maintained and identified by Client as the location for Benji to be installed.
1.8 “Contract” means either the Order Form or a Client Services Agreement by which Services are made available to Client.
1.9 “Documentation” means user manuals, training materials, training sessions, handbooks, and installation guides relating to the Services provided by Newfront to Client either electronically or in hard copy form.
1.10 “End Users” means individual employees who are authorized by You to use the Services and have been granted access to Client’s Slack instance by You.
1.11 "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
1.12 “Order Form” means the order form filled out and submitted by or on behalf of Client, and accepted by Newfront, for Client’s access to the Services granted under these Terms.
1.13 “Services” means the Benji application, Benji Analytics, as well as installation and implementation support provided by Newfront.
1.14 "Updates" means any bug fixes, patches, or other error corrections to Benji that Newfront generally makes available to all Clients using Benji.
2. Our Services
2.1 Benji. During the Term and subject to an active brokerage appointment with Newfront, Newfront shall provide Client and its End Users with access to Benji to answer End User inquiries with information derived from the substance or content of Client Documentation. In addition, Newfront shall provide Client with Benji Analytics to assist Client
2.2 Modification or Discontinuation of the Services. We may add, modify, or remove features and functionalities at our discretion. If we make material changes that degrade the core functionality of the Services, Newfront will provide you with reasonable advance notice, except in urgent situations such as preventing abuse, responding to legal requirements, or addressing security and operability issues. If Newfront adds features or functionality to the Services that were not included at the time the Contract was executed, Newfront reserves the right to charge, at its discretion, a reasonable additional fee for such features or functionality.
3. Pricing
3.1 Provided that Client maintains an active appointment with Newfront as broker of record for employee benefits, the cost of Services is included in the fee or commission amount set forth in an applicable CSA.
4. License Grant and Scope of Use
4.1 Subject to and conditioned upon Client’s compliance with these Terms, Newfront hereby grants Client a non-exclusive, non-sublicensable, non-transferable license, during the Term and solely by and through its End Users, to:
4.1.1 Download and install in accordance with the Documentation a copy of the Benji application on each of the number of computers set forth on the Contract owned or leased, and controlled by, Client.
4.1.2 Use and run the Services as properly installed in accordance with these Terms and the Documentation, solely as set forth in the Documentation and solely for Client's internal business purposes.
4.2 Changes to Terms. Newfront reserves the right, at its discretion, to change, modify, add, or remove portions of these Terms at any time by posting such changes to https://www.newfront.com/benji-terms. You understand that you have the affirmative obligation to check these Terms periodically for changes. The continued use of the Services following the posting of such changes to these Terms will constitute your acceptance of such changes.
5. Client Responsibilities
5.1 Paid Slack Subscription. Client acknowledges that a paid Slack subscription is required for use of the Services. Client shall be solely responsible for procuring and paying for its Slack subscription.
5.2 Admins. Client shall identify one or more Admins who will be responsible for the activities under this Section. The Admin(s) are severally and jointly deemed to be authorized representatives of the Client, and any decision or action made by any Admin is deemed to be a decision or action of Client. Admins shall have the ability to (i) assign or add other Admins; (ii) control Your (and other End Users’) use of the Services; (iii) create, monitor or modify End Users’ actions and permissions; and (iv) manage the access to, control, remove, share posts or otherwise change, all or part of the Client Data.
5.3 Client Slack Instance. Client is responsible for identifying the Slack workspace and specific channel(s) where Benji will be installed. At all times, Client shall be responsible for configuring appropriate permissions and access controls at the channel and workspace level. Client agrees to maintain any token, passcode, key, cipher, or unique URL provided by Newfront in strict confidence.
5.4 Responsibility for Use of the Services. Client acknowledges and agrees that Client is responsible and liable for all uses of the Services and Documentation through access thereto provided by Client, directly or indirectly. Client acknowledges that Newfront does not control, and is not responsible for, the Input. Specifically, and without limiting the generality of the foregoing, Client is responsible and liable for all actions or failures to act with respect to the Services (a) by its End Users or (b) by any other person to whom Client or an End User may provide access to the Services, whether such access or use is in violation of these Terms.
6. Use Restrictions
6.1 Client shall not, and shall require its End Users not to, directly or indirectly:
6.1.1 Use (including make any copies of) the Services or Documentation beyond the scope of the license granted under Section 4.
6.1.2 Provide any other person, including any subcontractor, independent contractor, affiliate, or service provider of Client, with access to or use of the Services or Documentation;
6.1.3 Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services or Documentation or any part thereof;
6.1.4 Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
6.1.5 Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, or other technology or service;
6.1.6 Use the Services or Documentation for purposes of competitive analysis of the Services, the development of a competing product or service, or any other purpose that is to Newfront’s commercial disadvantage; or
6.1.7 Perform or facilitate dangerous, illegal, or malicious activities.
6.2 Client further acknowledges that Benji is not intended to receive, process, or store any data that is protected under law or regulation governing the privacy or protection of specified data types, including without limitation (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1), California Consumer Privacy Act, or any similar legislation or regulation in other jurisdiction; or (ii) any protected health information subject to the Health Insurance Portability and Accountability Act, as amended and supplemented, or any similar legislation in other jurisdiction; and (iii) credit, debit, or other payment card data subject to PCI-DSS or any other credit card schemes (collectively, “Regulated Data”). Client will use reasonable efforts to prevent and discourage End Users from entering Regulated Data.
7. Confidential Information
7.1 Definition. "Confidential Information" means all confidential and proprietary Information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Contract, Services, Documentation, Client Data, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that (i) is or becomes part of the public domain through no act or omission of the Receiving Party; (ii) is lawfully acquired by the Receiving Party from a third party without any breach of a confidentiality obligation; (iii) is rightfully known to the Receiving Party without restriction prior to disclosure hereunder, or (iv) is independently developed by the Receiving Party without use of the Confidential Information of the disclosing Party.
7.2 Use of Confidential Information. The Receiving Party agrees to use the Disclosing Party’s Confidential Information solely as set forth in the Terms and to maintain the Disclosing Party’s Confidential Information in strict confidence using the same standard of care it uses to protect its own confidential information, but no less than a reasonable standard of care.
7.3 Compelled Disclosure. If required by law, the Receiving Party may disclose Confidential Information of the Disclosing Party; provided, however, that the Receiving Party will give adequate prior notice of such disclosure to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or other permitted confidential treatment of such Confidential Information.
8. Collection and Use of Information
8.1 Your Input. You or your End Users may provide language, text, data, information, benefits guides, company policies, or plans to Newfront or the Services (“Input”) and receive a response from the Services based in part on the Input (“Output”; taken together with Input, the “Content”). To the extent permitted by applicable law, You own all Input.
8.2 Accuracy of Input. Client shall remain solely responsible for the accuracy and completeness of all Input.
8.3 Accuracy of Output. Although Newfront strives to ensure the accuracy of the Output, use of the Services may result in incorrect or incomplete Output. Client shall evaluate the accuracy of Output as appropriate, including through human review or monitoring of the Output.
8.4 Newfront’s Use of Content. Client acknowledges that Newfront may, directly or indirectly through the BA Services of third parties such as Slack, collect and use Content and information regarding the use or performance of the BA Services. Client agrees that Newfront may use, perform data analytics, including but not limited to benchmarking, modeling, consulting, creating Benji Analytics, reports, or take other action on such Content or information to:
8.4.1 Improve the quality of the Services; and
8.4.2 Develop or market other products or the Services.
8.5 Not Professional Advice. The Services and Output do not constitute accounting, brokerage, consulting, investment, insurance, legal, tax or any other type of professional advice. Consult your Newfront broker for questions about insurance or employee benefits or other appropriate professional advisors who have full knowledge of the user’s situation. The accuracy, completeness, adequacy or currency of the website or the content is not warranted or guaranteed. Your use of the content, the website or materials linked from the website is at your own risk.
9. Intellectual Property Rights
9.1 The Services and Documentation. Newfront owns all interest and Intellectual Property Rights in the Output (excluding Input), Client acknowledges and agrees that the Services and Documentation are provided under license, and not sold, to Client. Client does not acquire any ownership interest in the Services or Documentation under these Terms, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under these Terms. Newfront and its Newfront’s service providers reserve and shall retain their entire right, title, and interest in and to the Services and all Intellectual Property Rights arising out of or relating to the Services, except as expressly granted to the Client under these Terms. Client shall use commercially reasonable efforts to safeguard the Services (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Client shall promptly notify Newfront if Client becomes aware of any infringement of the Newfront's Intellectual Property Rights in the Services and fully cooperate with Newfront, at Newfront's sole expense, in any legal action taken by Newfront to enforce its Intellectual Property Rights.
9.2 Input. Client grants Newfront a nonexclusive, royalty-free, perpetual right to use, copy, display, and transfer Input during the Term.
9.3 Feedback. Client or End Users may voluntarily provide comments or suggestions about the Services to Newfront (“Feedback”). Newfront may freely use, copy, disclose, or license Feedback for any purpose and without any obligation, royalty, or restriction based on intellectual property rights, provided that neither Client nor End Users shall not be identified in connection with any such Feedback without Client or End Users’, as applicable, express written consent.
10. No Warranties, Exclusive Remedy, and Disclaimer
10.1 Newfront warrants that, for a period of twelve (12) months following the deployment of the Services, the Services will substantially contain the functionality described in the Documentation, and when properly installed on a computer meeting the specifications set forth in, and operated in accordance with, the Documentation, will substantially perform in accordance therewith.
THE FOREGOING WARRANTY DOES NOT APPLY, AND NEWFRONT STRICTLY DISCLAIMS, ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY MATERIALS OR REGULATED DATA.
10.2 The warranty set forth in Section 10.1 will not apply and will become null and void if Client materially breaches any provision of these Terms, or if Client, any End User, whether or not in violation of these Terms:
10.2.1 modifies the Services; or
10.2.2 misuses the Services, including any use of the Services other than as specified in the Documentation or expressly authorized by Client in writing.
10.3 If, during the period specified in Section 10.1, any Services covered by the warranty set forth in such Section fails to perform substantially in accordance with the Documentation, and such failure is not excluded from warranty, Newfront will, subject to Client’s promptly notifying Newfront in writing of such failure, at its sole option, repair or replace the Services, provided that Client provides Newfront with all information Newfront reasonably requests to resolve the reported failure, including sufficient information to enable Newfront to recreate such failure.
10.4 If Newfront repairs or replaces the Services, the warranty will continue to run from the initial date specified on the Contract, and not from Client's receipt of the repair or replacement. The remedies set forth in Section 10.3 are Client's sole remedies and Newfront's sole liability under the limited warranty set forth in Section 10.1.
10.5 EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 10.1, THE SERVICES AND DOCUMENTATION ARE PROVIDED TO CLIENT "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEWFRONT, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE NEWFRONTS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE NEWFRONT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SERVICES WILL MEET THE CLIENT'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SERVICES, APPLICATIONS, SYSTEMS, OR THE SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
11. Limitation of Liability
11.1 TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL NEWFRONT OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE NEWFRONTS OR SERVICE PROVIDERS, BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICES; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF THE SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE NEWFRONT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 IN NO EVENT WILL NEWFRONT'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE NEWFRONTS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO NEWFRONT PURSUANT TO THESE TERMS FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM.
11.3 THE LIMITATIONS SET FORTH IN SECTION 11.1 AND SECTION 11.2 SHALL APPLY EVEN IF THE CLIENT'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
Term and Termination
12.1 Term.These Terms are effective as of the Effective Date. The duration of any initial term and renewal term(s) shall be coterminous with the corresponding dates set forth in the CSA. If such dates are not set forth in a CSA, then the initial term shall be one (1) year from the Effective Date.
12.2 Renewal. Provided that Client has appointed Newfront as broker of record for employee benefits and unless otherwise specified in an Contract, these Terms will automatically renew for additional one (1) year terms on the anniversary of the Effective Date (each a “Renewal Term”) unless either party provides the other party with at least thirty (30) days’ advance written notice of termination prior to the start of a Renewal Term.
12.3 Termination. Either party may terminate these Terms:
12.3.1 Immediately on written notice if the other commits a material breach of these Terms, which is capable of remedy, and the party in breach fails to remedy the breach within fifteen (15) days of written notice from the other party;
12.3.2 Immediately on written notice if the other party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors.
12.3.3 At any time for any reason upon thirty (30) days’ advance written notice to the other party.
12.4 Effect of Termination. Upon termination of these Terms:
12.4.1 Client shall immediately cease using the Services.
12.4.2 Client shall, at Newfront’s option, return all Confidential Information of Newfront and any copies thereof or destroy or permanently delete all such Confidential Information and provide written certification that it has done so.
12.4.3 Upon termination of these Terms, Newfront shall destroy or permanently delete all Confidential Information of Client received hereunder, provided that Newfront may retain copies in order to comply with applicable law and document retention policies.
13. Use of Logo
13.1 Client authorizes Newfront to use its name, logo and/or trademark without notice to or consent by Client, in connection with certain promotional materials that Newfront may disseminate to the public. The promotional materials may include, but are not limited to, presentations, brochures, video tape, internet website, press releases, advertising in newspaper and/or other periodicals, and any other materials relating the fact that Newfront has a business relationship with Client.
14. No Waiver
14.1 Newfront’s failure to assert its rights at any time will not be deemed a waiver of these Terms. No consent or waiver will be effective unless in writing and signed by both parties.
15. Miscellaneous
15.1 Third Party Beneficiaries. Newfront or Company may utilize third parties for services related to this Agreement. Nonetheless, this Agreement is solely for the benefit of the Parties. This Agreement does not confer upon third parties any remedy, claim, liability, reimbursement, claim of action, or other right in excess of those existing without reference to this Agreement.
15.2 Governing Law; Venue. This Agreement shall be governed by the laws of the State of California without regard to conflicts of law principles. Each party agrees that all actions and proceedings arising from or related to this Agreement shall be litigated in state or federal courts located in California and consents and submits to the personal jurisdiction and venue of any such court.
15.3 Relationship to Other Agreements. To the extent You entered into a CSA with Newfront, these Terms apply in addition to (and not in lieu of) such CSA.
