Terms & Conditions

This COMPANY (hereinafter “COMPANY”) Terms and Conditions (the “Agreement”) is between you (“Customer”) and the COMPANY entity that operates the website and services that you are accessing or using listed here (“Company” or “we”). If you are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting (for example as an employee or governmental official), then “you” or “Customer” means your entity, and you are binding your entity to this Agreement. The services provided through COMPANY’s website may include administrative support services, including documentation preparation and application filing assistance, as further described in an applicable Order or statement of work. Company may modify this Agreement from time to time only as permitted under Section 17.9 (Changes to this Agreement) below. The services provided through COMPANY’s website are not intended for and should not be used by anyone under the age of 18. You must ensure that all Authorized Users are at least 18 years of age.

The “Effective Date” of this Agreement is the date which is the later of (a) your initial access to or use of the website or services (as defined below) or (b) the effective date of the first Order referencing this Agreement.

By clicking on the “I Agree” (or similar button or checkbox) that is presented to you at the time of your Order, or by using or accessing the website or services, you indicate your assent to be bound by this Agreement. If you do not agree to this Agreement, do not use or access the website or services.

Agreement

1. Scope of the Agreement

1.1 Scope. This Agreement governs Customer’s use of COMPANY’s website, platform, and services (including support and maintenance) and any additional services ordered by Customer. The services may include subscription-based service levels, onboarding support, documentation preparation, application filing assistance, documentation review, workflow coordination, and related administrative support services, as specified in the applicable Order or statement of work. The services are provided as general business tools and administrative support services only. Customer acknowledges that Customer is solely responsible for determining the suitability of the services for Customer’s specific business purposes, licensing needs, and regulatory requirements. This Agreement also includes any updates, upgrades, enhancements, and modifications to the services provided by COMPANY. This Agreement includes each Order, the COMPANY’s Policies as published on COMPANY’s website from time to time, provided that COMPANY shall provide Customer with written notice of material changes to such policies at least thirty (30) days before such changes become effective, the Product-Specific Terms, and any other terms expressly referenced in an Order. Customer acknowledges and agrees that Customer is responsible for ensuring that Customer’s use of the services complies with all applicable laws and regulations governing Customer’s business operations. COMPANY’s role is limited to providing the services described in the applicable Order or statement of work and does not include legal advice, tax advice, accounting advice, regulatory interpretation, compliance consulting, or any representation that Customer, its agents, users, or other personnel are properly licensed, certified, registered, or otherwise authorized. For enterprise or other large-scale engagements, COMPANY may conduct an operational capacity review before confirming the applicable scope, timeline, and pricing in an Order or written amendment signed by the parties, and any resulting adjustments will become effective only upon mutual written agreement. Customer agrees to indemnify, defend, and hold harmless COMPANY, its officers, directors, employees, contractors, and agents from and against any and all third-party claims, demands, actions, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs of investigation) arising from or related to Customer’s failure to comply with applicable regulatory requirements, except to the extent such failure results from COMPANY’s breach of this Agreement, provided that COMPANY (i) provides Customer with prompt written notice of such claim, (ii) provides Customer with reasonable cooperation in the defense at Customer’s expense, and (iii) grants Customer sole control of the defense and settlement of such claim, except that Customer may not settle any claim that admits liability on behalf of COMPANY or imposes obligations on COMPANY without COMPANY’s prior written consent.

2. Accounts; Authorized Users

2.1 Account Registration. Customer must be a client with a Company account. Customer registration information must be accurate, current and complete. Customer must keep their registration current so that we may send notices, statements and other information to you by email or through your account. Customer is responsible for all actions taken through Customer’s account by Authorized Users, including orders placed and services enabled (which may incur fees), and for maintaining the confidentiality and security of Customer’s account credentials. Customer shall not be responsible for unauthorized access resulting from COMPANY’s failure to maintain reasonable security controls or from security vulnerabilities in COMPANY’s systems. Customer must immediately notify COMPANY of any unauthorized use of Customer’s account. If you order Software through a Reseller (defined in Section 5.1(b)), then you are solely responsible for (i) any access by Reseller to your account and (ii) any related rights or obligations in your applicable agreement with the Reseller.

2.2 Authorized Users. Only Authorized Users may access and use the services. Some Software may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. Customer is responsible for compliance with this Agreement by all Authorized Users, including what Authorized Users do with your data, and for all fees incurred by Authorized Users (or from adding Authorized Users). Customer is also solely responsible for ensuring that its Authorized Users, agents, and other personnel utilizing the services are properly licensed, certified, registered, or otherwise authorized for any activities requiring licensure, certification, registration, or other authorization. All use of Software must be solely for the benefit of Customer or Customer’s Affiliates (except as expressly permitted in Section 2.3 below) and must be within the Scope of Use. Customer shall not use the Software to provide commercial services to unrelated third parties or permit unrelated third parties to access or use the Software for their independent business purposes, except as expressly permitted under Section 2.3 (Secondary Users).

2.3 Secondary Users. As may be further described in the Documentation, certain Software may be used as part of your support (or similar) resources related to your own products, e.g., use of Service Management as part of a helpdesk or use of Confluence to share your own documentation with your users. Subject to the terms and conditions of this Agreement, you may grant your own customers’ end users (“Secondary Users”) limited rights to use the Software solely so that they may view and interact with such resources. Customer may not permit Secondary Users to use the Software for purposes unrelated to supporting your own offerings or grant Secondary Users administrator, configuration, or similar use of the Software. Customer may not charge Secondary Users a specific fee for use of the Software, but you may charge an overall fee for your own offerings. Customer is responsible under Section 2.2 (Authorized Users) for all Secondary Users as “Authorized Users” and are otherwise solely responsible for your own products, support offerings and Secondary relationships. Notwithstanding anything to the contrary in this Agreement, COMPANY has no direct or indirect warranty, indemnity or other liability or obligations of any kind to Secondary Users. Customer acknowledges and agrees that Customer is responsible for compliance with applicable laws related to Secondary Users’ data and use of the Software, including applicable data protection and privacy laws. Customer shall indemnify, defend, and hold harmless COMPANY and its officers, directors, employees, contractors, and agents from any and all claims, demands, actions, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and costs of investigation) arising from or related to Customer’s failure to comply with applicable laws regarding Secondary Users, except to the extent such claims arise from COMPANY’s breach of its obligations under this Agreement or defects in the Software, provided that COMPANY (i) provides Customer with prompt written notice of such claim, (ii) provides Customer with reasonable cooperation in the defense at Customer’s expense, and (iii) grants Customer sole control of the defense and settlement of such claim, except that Customer may not settle any claim that admits liability on behalf of COMPANY or imposes obligations on COMPANY without COMPANY’s prior written consent.

3. Use of the Software

3.1 Your License Rights. Subject to the terms and conditions of this Agreement, COMPANY grants Customer a limited, non-exclusive, non-transferable license to access and use the Services during the applicable License Term for Customer’s business purposes, in accordance with this Agreement, Customer’s applicable Scope of Use, the Documentation and all Laws. Customer acknowledges that this license grants access to software and related services only and does not transfer to COMPANY any responsibility for Customer’s business operations, licensing status, regulatory compliance, or legal obligations.

3.2 Restrictions. Except as otherwise expressly permitted in this Agreement, you will not: (a) reproduce, modify, adapt or create derivative works of any part of the Services; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Services to a third party; (c) use the Services for the benefit of any third party; (d) incorporate the Services into a product or service you provide to a third party; (e) interfere with any security or access control mechanisms in the Services; (f) reverse engineer, disassemble, decompile, or translate the Services, except to the extent expressly permitted by applicable law; (g) remove or obscure any proprietary or other notices contained in the Services; (h) use the Services for competitive analysis or to build competitive products; or (i) encourage or assist any third party to do any of the foregoing.

3.3 User Accounts. Unless otherwise specified in your Order, Customer may create user accounts for its Authorized Users to access the Services in accordance with the purchased subscription level. Applicable service features, support levels, and user allowances may vary based on the subscription tier or service level identified in the applicable Order or statement of work. COMPANY reserves the right to monitor and audit account usage to ensure compliance with the agreed-upon user limits.

3.4 Service-Specific Terms. Some Services may be subject to additional terms specific to those Services as set forth in the Service-Specific Terms. By accessing or using a service covered by the Service-Specific Terms, you agree to the Service-Specific Terms.

3.5 Modifications by Customer. Customer may not modify, alter, or create derivative works of the Services except through the standard user interface and configuration options provided by COMPANY.

3.6 Attribution. In any use of the Services, Customer must not remove, obscure, or alter in any way the attribution to COMPANY on all user interfaces: “Powered by COMPANY,” which must include a hyperlink to COMPANY’s website as specified in the Documentation. Any removal or modification of this attribution requires COMPANY’s prior written consent and may be subject to additional fees.

3.7 System Requirements. Customer is solely responsible for ensuring that Customer’s systems meet the hardware, software and any other applicable system requirements for the Services as specified in the Documentation. COMPANY will have no obligations, warranty, support, or responsibility under this Agreement for issues caused by Customer’s use of any third-party hardware or software not provided by COMPANY.

3.8 Indemnification by Customer. Customer will defend, indemnify and hold harmless COMPANY and its officers, directors, employees, contractors, agents, and affiliates from and against any and all losses, costs, liabilities, damages, judgments, penalties, fines, and expenses (including reasonable attorney’s fees and costs of investigation) arising from or relating to any claim, demand, action, or proceeding brought against COMPANY by a third party that arises from: (a) Customer’s breach of this Agreement; (b) Customer’s violation of any applicable laws or regulations; (c) Customer’s use of the Services in a manner not authorized by this Agreement; (d) any content, data, or materials provided by Customer; (e) Customer’s infringement or alleged infringement of any third party’s intellectual property rights; or (f) any acts or omissions of Customer’s Authorized Users or Secondary Users, including any failure by Customer or such persons to maintain required licenses, certifications, registrations, or other authorizations. This indemnification obligation is subject to COMPANY providing Customer with (i) prompt written notice of such claim; (ii) the right to control and direct the investigation, defense, and settlement of such claim (provided that Customer may not settle any claim that admits liability on behalf of COMPANY or imposes obligations on COMPANY without COMPANY’s prior written consent); and (iii) reasonable cooperation in the defense of such claim at Customer’s expense.

4. Term and Termination

4.1 Term. The Agreement commences on the date Customer accepts it and continues until terminated by either party in accordance with the terms of this Agreement.

4.2 Monthly Term. If Customer opts to choose a monthly Subscription Term for the Software, there will be a monthly billing invoice, as indicated in Section 5.1 of this Agreement. The Agreement will automatically renew for successive monthly Subscription Terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Upon each renewal, the fees may be adjusted in accordance with Section 5.2 (Fee Changes).

4.3 Change to Commitment Term. Customer may change the Subscription Term from monthly to annual under the potential upgrade of Product. Customer cannot change a Subscription Term from annual to monthly, only after the annual Subscription Term has been terminated.

4.4 Termination for Convenience. Customer may terminate this Agreement or a Subscription Term upon ninety (90) days’ prior written notice for any reason, such notice to be effective only at the end of the then-current Subscription Term. Customer will not be entitled to any refunds of prepaid fees as a result of exercising its rights under this Section 4.4. Upon termination under this Section 4.4, any unpaid amounts for services rendered through the effective date of termination will become immediately due and payable, together with any early termination fees specified in the applicable Order.

4.5 Termination for Cause. Either Party may terminate this Agreement or a Subscription Term if the other Party: (a) fails to cure a material breach of this Agreement (including failure to pay fees) within 30 days after written notice specifying the breach, (b) ceases operation without a successor, or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If Customer terminates this Agreement or a Subscription Term in accordance with this Section 4.5 due to COMPANY’s uncured material breach, COMPANY will refund to Customer any pre-paid, unused fees for the terminated portion of the Agreement or applicable Subscription Term, calculated on a pro-rata basis from the effective date of termination, less any amounts owed by Customer to COMPANY and less any damages incurred by COMPANY as a result of Customer’s prior breaches of this Agreement.

5. Billing and Payment

5.1 Fees.

(a) Direct Purchases. If You purchase directly from COMPANY, fees and any payment terms are specified in Your Order with COMPANY.

(b) Resellers. If You purchase through a Reseller, Customer must pay all applicable amounts directly to the Reseller, and Customer order details (e.g. Products and Scope of Use) will be specified in the Order placed by the Reseller with COMPANY on Your behalf.

(c) Renewals. Unless otherwise specified in an Order and subject to the Product, Support or Advisory Services continuing to be generally available, a Subscription Term will automatically renew at COMPANY’s then-current rates, provided that any rate increase shall not exceed fifteen percent (15%) of the prior Subscription Term’s rates without Customer’s prior written consent for: (i) if Customer’s prior Subscription was for a period less than twelve (12) months, another Subscription Term of a period equal to Your prior Subscription Term, or (ii) if Your prior Subscription Term was for twelve (12) months or more, twelve (12) months. Either party may elect not to renew a Subscription Term by giving written notice to the other party at least thirty (30) days before the end of the current Subscription Term. Customer may provide notice of non-renewal by email to COMPANY’s designated contract administration address as specified in the Documentation or on COMPANY’s website, with such notice deemed effective upon COMPANY’s written acknowledgment of receipt.

(d) Changes to Billing. Billing terms may be changed upon mutual written agreement of the parties at any time during a Subscription Term, with any adjustments prorated accordingly. The billing term can be changed from monthly to annual or from annual to monthly, with appropriate prorated adjustments.

(e) Increased Scope of Use. Customer may increase its Scope of Use by placing a new Order or modifying (by mutual agreement with COMPANY) an existing Order. Unless otherwise specified in the applicable Order, COMPANY will charge You for any increased Scope of Use at COMPANY’s then-current rates, prorated for the remainder of the then-current Subscription Term.

(f) Refunds. Fees and expenses are non-refundable except as otherwise provided in this Agreement, or where COMPANY fails to provide the Products or Services in material compliance with this Agreement, in which case Customer shall be entitled to a prorated refund for the period of non-performance. For any purchases Customer makes through a Reseller, any refunds from COMPANY payable to Customer relating to that purchase will be remitted by that Reseller, unless COMPANY specifically notifies Customer otherwise at the time of refund.

(g) Credit Cards. If Customer uses a credit card or similar online payment method for its initial Order, then Customer authorizes COMPANY to bill that payment method for renewals, additional Orders, and fees expressly agreed to in writing by Customer. For any overages to usage or additional fees exceeding $5,000 in any billing period, COMPANY will provide Customer with prior written notice before charging such amounts. Customer shall have five (5) business days to dispute such charges in writing, and COMPANY shall not process payment for disputed amounts until the dispute is resolved. Customer agrees to maintain valid and current payment information and to notify COMPANY immediately of any changes to such payment method.

5.2 Taxes.

(a) Taxes Generally. Fees and expenses are exclusive of any sales, use, GST, value-added, withholding or similar taxes or levies that apply to Customer Orders. Other than taxes on COMPANY’s net income, Customer is responsible for any sales, use, GST, value-added, or similar taxes or levies properly assessed on the Products or Services provided under this Agreement, which COMPANY will itemize separately in accordance with an applicable invoice. Customer shall not be responsible for any penalties, interest, or additional assessments resulting from COMPANY’s failure to properly collect, report, or remit such taxes.

(b) Withholding Taxes. To the extent Customer is required to withhold tax from payment to COMPANY in certain jurisdictions, Customer must provide valid documentation it receives from the taxing authority in such jurisdictions confirming remittance of withholding. This documentation must be provided at the time of payment of the applicable invoice to COMPANY.

5.3 Suspension for Non-payment. COMPANY may suspend Customer’s rights to use Products or receive Support or Advisory Services if payment is overdue by more than thirty (30) days, provided that COMPANY has given Customer no fewer than fifteen (15) business days’ written notice and an opportunity to cure any good faith billing dispute. COMPANY shall not suspend services if Customer is disputing charges in good faith and has paid all undisputed amounts.

6. COMPANY Warranties

6.1 Performance Warranties. COMPANY warrants to Customer that: (a) the Products will operate in substantial conformity with the applicable Documentation during the applicable Subscription Term, (b) COMPANY will not materially decrease the functionality or overall security of the Products during the applicable Subscription Term, (c) COMPANY will use reasonable efforts designed to ensure that the Products, when and as provided by COMPANY, are free of any viruses, malware, or similar malicious code, and (d) COMPANY will perform any administrative support, onboarding, documentation preparation, application filing assistance, or other services expressly identified in an applicable Order, service level agreement, or statement of work in a professional and workmanlike manner consistent with this Agreement (each a “Performance Warranty”).

6.2 Performance Warranty Remedy. If COMPANY breaches a Performance Warranty and You make a reasonably detailed warranty claim within 30 days of discovering the issue, COMPANY will use reasonable efforts to correct the non-conformity. If COMPANY determines such remedy to be impracticable within thirty (30) days of receiving notice of the warranty breach, either party may terminate the affected Subscription Term. In the event of such termination due to COMPANY’s breach of warranty, COMPANY will refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term on a pro-rata basis, calculated from the effective date of termination. This refund constitutes COMPANY’s sole liability for breach of warranty. These procedures are Customer’s exclusive remedy and COMPANY’s entire liability for breach of a Performance Warranty.

6.3 Warranty Exclusions. The warranties in this Section 6 (COMPANY Warranties) do not apply to: (a) any issue or non-conformity caused by Customer’s unauthorized use or modification of the Products, Customer’s breach of this Agreement, or Customer’s failure to implement Updates made available by COMPANY, (b) unsupported releases of Products, (c) Third-Party Products, (d) issues arising from Customer Data or Customer Materials, (e) use of the Products in combination with non-COMPANY products or services, (f) failures caused by Customer’s infrastructure, network, or systems, or (g) any customization or configuration performed by or on behalf of Customer without COMPANY’s prior written approval.

6.4 Disclaimers. COMPANY will use commercially reasonable efforts to make the Products available. Any uptime commitments or service levels are solely as set forth in a separate Service Level Agreement, applicable Order, or statement of work, if executed by the parties. COMPANY is not liable for delays, failures, or problems inherent in use of the Internet and electronic communications or other systems outside COMPANY’s control. Customer acknowledges that COMPANY’s services are limited to the services expressly described in this Agreement and any applicable Order or statement of work, and that COMPANY does not provide legal advice, tax advice, accounting advice, regulatory interpretation, compliance consulting, or any guarantee of licensing, certification, registration, approval, filing acceptance, processing timeline, or business outcome.

7. Ordering Process and Delivery

Orders shall be binding upon COMPANY’s written acceptance. COMPANY may accept or reject any Order in its sole discretion. COMPANY’s acceptance may be provided by sending a confirmation email, providing access to the Products, or making license or access keys available to Customer. No terms of any purchase order or other business form used by Customer will supersede, supplement, or otherwise apply to this Agreement or COMPANY. COMPANY will deliver login instructions or license keys for Products electronically to Customer’s designated email address or account within five (5) business days of receiving full payment of the fees, or such other timeframe as specified in the Order. Customer is solely responsible for the installation, configuration, and implementation of all Products. COMPANY has no delivery, installation, configuration, or implementation obligations with respect to the Products after delivery of login instructions or license keys, except as expressly set forth in a separate Statement of Work signed by both parties. For enterprise or other large-scale engagements, COMPANY may conduct an operational capacity review before confirming final scope, timeline, and pricing, and any adjustments resulting from that review shall be effective only if set forth in an Order or other written amendment signed by the parties.

8. Support and Advisory Services

COMPANY will provide Support and Advisory Services as described in the Order and applicable Policies. COMPANY’s provision of Support and Advisory Services is subject to Customer providing reasonable access to Customer Materials and personnel as mutually agreed by the parties. Customer shall respond to reasonable requests for information or access within ten (10) business days and shall provide accurate and complete information, materials, and instructions necessary for COMPANY to perform the services. If Customer provides inaccurate or incomplete information, COMPANY shall not be liable for any resulting errors, delays, denials, rejections, or rework, and COMPANY may charge additional fees for rework required as a result if permitted by the applicable Order or upon mutual written agreement. If Customer’s delays in providing materials or personnel materially impact COMPANY’s ability to perform, COMPANY may, in its sole discretion: (i) suspend performance until such materials or personnel are provided, (ii) terminate the applicable Order or Statement of Work without liability, or (iii) adjust the timeline and fees to account for such delays. COMPANY shall notify Customer in writing of any such material delays. Additional or out-of-scope services may require a separate Order, statement of work, or other written agreement.

9. Ownership

Except as expressly set out in this Agreement, neither party grants the other any rights or licenses to its intellectual property under this Agreement. As between the parties, You own all intellectual property and other rights in Customer Data and Customer Materials provided to COMPANY or used with the Products. COMPANY and its licensors retain all intellectual property and other rights in the Products, any Support and Advisory Services deliverables, COMPANY technology, templates, formats, dashboards, methodologies, processes, know-how, and any modifications, enhancements, or derivative works thereof, whether created before, during, or after the Term, and regardless of whether such modifications incorporate Customer Data or feedback.

10. Customer Obligations

10.1 Disclosures and Rights. Customer must ensure it has made all disclosures and obtained all rights and consents necessary for COMPANY to use Customer Data and Customer Materials to provide the Products, Support or Advisory Services. Customer is solely responsible for obtaining and maintaining all licenses, certifications, registrations, approvals, and other authorizations required for Customer, its Authorized Users, agents, and other personnel to conduct their business and use the services lawfully.

10.2 Product Assessment. COMPANY will provide reasonable information about the Products to assist Customer in its own assessment of whether the Products meet Customer’s requirements. Customer is responsible for determining whether the Products and services satisfy Customer’s regulatory obligations, licensing requirements, and compliance requirements, including those related to artificial intelligence laws, financial services regulations, insurance regulations, and any other laws or regulations applicable in New Jersey or any other jurisdiction. Customer acknowledges that COMPANY is not acting as Customer’s legal, compliance, tax, accounting, or regulatory advisor. COMPANY makes no representations or warranties regarding regulatory compliance, licensing eligibility, filing acceptance, approval, denial, processing timelines, or suitability for any particular regulatory environment, except as expressly set forth in this Agreement.

10.3 Sensitive Health Information and HIPAA. Unless the parties have entered into a separate, written Business Associate Agreement executed by authorized representatives of both parties, Customer must not (and must not permit anyone else to) upload to the Products or use the Products to collect, process, store, or transmit any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (HIPAA) or any similar health privacy laws. Customer acknowledges that the Products are not HIPAA-compliant unless expressly agreed otherwise in writing. COMPANY will provide reasonable technical safeguards to prevent inadvertent upload of such information and will notify Customer promptly if COMPANY becomes aware of any such upload.

11. Third-Party Code and Third-Party Products

11.1 Third-Party Code. This Agreement applies to the Products. Any open-source software and commercial third-party software included in the Products is governed by the applicable Third-Party Code licenses, which are incorporated herein by reference and available at [URL]. To the extent of any conflict between this Agreement and Third-Party Code licenses, the Third-Party Code licenses shall control solely with respect to such third-party components.

11.2 Third-Party Products. Customer may choose to use the Products with third-party platforms, apps, add-ons, services, or products, including offerings made available through the COMPANY Marketplace (“Third-Party Products”). Use of such Third-Party Products with the Products may require access to Customer Data and other data by the third-party provider, which for Products COMPANY will permit on Customer’s behalf if Customer has enabled that Third-Party Product. Customer’s use of Third-Party Products is subject to the relevant provider’s terms of use, not this Agreement. COMPANY does not control and has no liability for any issues, damages, losses, or liabilities arising from or related to Third-Party Products, except to the extent such issues arise from COMPANY’s negligence or willful misconduct in selecting, integrating, or recommending Third-Party Products. Customer acknowledges and agrees that its use of Third-Party Products is at Customer’s own risk.

12. Limitations of Liability

12.1 Damages Waiver. Except for Excluded Claims or Special Claims, to the maximum extent permitted by Law, neither party will have any liability arising out of or related to this Agreement for any loss of use, lost profits, loss of business opportunities, loss of goodwill, or any indirect, special, incidental, punitive, exemplary, or consequential damages of any kind, even if informed of their possibility in advance. This waiver applies regardless of the number of claims or the theory of liability, and survives termination or expiration of this Agreement.

12.2 General Liability Cap. Except for Excluded Claims or Special Claims, to the maximum extent permitted by Law, each party’s entire aggregate liability arising out of or related to this Agreement will not exceed the total amounts actually paid and received by COMPANY for the specific Products, Support and Advisory Services directly giving rise to the liability during the three (3) months immediately preceding the first claim giving rise to the liability. This cap applies in the aggregate to all claims arising under or related to this Agreement, regardless of the number of incidents, claims, or causes of action. Your payment obligations under Section 5.1 (Fees) and 5.2 (Taxes) are not limited by this Section 12.2.

12.3 Excluded Claims. “Excluded Claims” means: (a) either party’s breach of Section 3.2 (Restrictions), Section 10 (Customer Obligations), or Section 5 (Billing and Payment), (b) either party’s breach of Section 14 (Confidentiality), (c) amounts payable to third parties under either party’s indemnification obligations, and (d) fraud or willful misconduct by either party.

12.4 Special Claims. For Special Claims, COMPANY’s total aggregate liability under this Agreement will be the lesser of: (a) two times (2x) the amounts actually paid and received by COMPANY for the specific Products, Support and Advisory Services directly giving rise to the Special Claim during the twelve (12) months immediately preceding the first event out of which the Special Claim arose, and (b) US $5,000,000.00. “Special Claims” means any unauthorized disclosure of Customer Data or Customer Materials caused by a material breach by COMPANY of its obligations under Section 14 (Confidentiality), excluding any disclosure resulting primarily from: (i) Customer’s acts or omissions, (ii) third-party actions beyond COMPANY’s reasonable control, (iii) force majeure events, or (iv) compromised Customer credentials resulting from Customer’s failure to implement reasonable security measures.

12.5 Nature of Claims and Failure of Essential Purpose. The exclusions and limitations in this Section 12 (Limitations of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

13. Indemnification by COMPANY

13.1 IP Indemnification. COMPANY must: (a) defend Customer from and against any third-party claim to the extent alleging that the Products, when used by Customer as authorized by this Agreement and in accordance with COMPANY’s documentation, infringe any United States patent, copyright, or trademark of a third party (an “Infringement Claim”), and (b) indemnify and hold harmless Customer against any damages, fines or costs finally awarded by a court of competent jurisdiction (including reasonable attorneys’ fees incurred by Customer) or agreed in settlement by COMPANY with Customer’s prior written consent resulting from an Infringement Claim, provided such amounts do not exceed the liability cap set forth in Section 12.4 (Special Claims).

13.2 Procedures. COMPANY’s obligations in Section 13.1 (IP Indemnification) are subject to Customer providing: (a) sufficient notice of the Infringement Claim so as to not prejudice COMPANY’s defense of the Infringement Claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the Infringement Claim, and (c) all reasonably requested cooperation, at COMPANY’s expense for reasonable out-of-pocket expenses. Customer may participate in the defense of an Infringement Claim with its own counsel at its own expense.

13.3 Settlement. Customer may not settle an Infringement Claim without COMPANY’s prior written consent. COMPANY may settle an Infringement Claim with Customer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. COMPANY may settle without Customer’s consent only if the settlement: (a) includes a full release of Customer, (b) requires no admission of fault or liability by Customer, (c) requires no payment by Customer, (d) requires no action or inaction by Customer other than ceasing use of infringing Products, and (e) requires no representations or warranties by Customer.

13.4 Mitigation. In response to an actual or potential Infringement Claim, COMPANY shall, at its sole discretion: (a) procure rights for Customer’s continued use of the Products, (b) replace or modify the alleged infringing portion of the Products without reducing the overall functionality of the Products, or (c) terminate the affected Subscription Term and refund to Customer a pro-rata portion of pre-paid, unused fees for the terminated portion of the Subscription Term, which refund shall be Customer’s sole and exclusive remedy and COMPANY’s entire liability for such termination.

13.5 Exceptions. COMPANY’s obligations in this Section 13 (Indemnification by COMPANY) do not apply to the extent an Infringement Claim arises from: (a) Customer’s modification or unauthorized use of the Products, (b) use of the Products in combination with items not provided or approved in writing by COMPANY (including Third-Party Products), (c) any unsupported release of the Products, or (d) Third-Party Products, Customer Data or Customer Materials.

13.6 Exclusive Remedy. Section 13 (Indemnification by COMPANY) sets out Customer’s exclusive remedy and COMPANY’s entire liability regarding Infringement of third-party Intellectual Property rights.

14. Confidentiality

14.1 Definition. “Confidential Information” means information disclosed by one party to the other under or in connection with this Agreement that: (a) is designated by the disclosing party as proprietary or confidential, or (b) should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. COMPANY’s Confidential Information includes technical or performance information about the Products, business methods, client lists, pricing information, financial data, and any information related to COMPANY’s compliance with financial services or insurance regulations. Customer’s Confidential Information includes Customer Data and Customer Materials.

14.2 Obligations. Unless expressly permitted by the disclosing party in writing, the receiving party must: (a) hold the disclosing party’s Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, and (b) only use such Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose such Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for COMPANY, the subcontractors referenced in Section 17.11 (Subcontractors and Affiliates)), provided the receiving party remains fully responsible for their compliance with this Section 14 (Confidentiality) and they are bound to confidentiality obligations no less protective than this Section 14 (Confidentiality).

14.3 Exclusions. These confidentiality obligations do not apply to information that the receiving party can demonstrate: (a) is or becomes publicly available through no fault of the receiving party, (b) it knew or possessed prior to receipt under this Agreement without breach of confidentiality obligations, (c) it received from a third party without breach of confidentiality obligations, or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by Law, subpoena or court order, provided (if permitted by Law) it provides the disclosing party reasonable advance notice and cooperates in any reasonable effort to obtain confidential treatment, with the disclosing party reimbursing the receiving party’s reasonable out-of-pocket costs directly related to such cooperation, provided that such costs are approved in advance in writing by the disclosing party and supported by adequate documentation.

14.4 Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are not a sufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, including but not limited to injunctive relief, specific performance, and damages, for breach or anticipated breach of this Section 14 (Confidentiality).

15. Feedback

If Customer provides COMPANY with feedback or suggestions regarding the Products or other COMPANY offerings, COMPANY may use the feedback or suggestions without restriction or obligation.

16. Publicity

COMPANY may identify Customer as a customer of COMPANY and use Customer’s name, logo, and trademarks in COMPANY’s promotional materials, customer lists, and marketing communications. COMPANY will stop doing so within thirty (30) days of receiving Customer’s written request sent to legal@company.com, provided that COMPANY may continue to reference Customer in response to reference requests and in private communications with prospective customers.

17. General Terms

17.1 Compliance with Laws. Each party must comply with all Laws applicable to its business in its performance of obligations or exercise of rights under this Agreement.

17.2 Code of Conduct. Each party must comply with its respective code of conduct or business ethics policies and any applicable laws and regulations of the State of New Jersey in its performance of obligations or exercise of rights under this Agreement.

17.3 Assignment.

(a) Customer may not assign or transfer any of its rights or obligations under this Agreement or an Order without COMPANY’s prior written consent. However, Customer may assign this Agreement in its entirety (including all Orders) to its successor resulting from a merger, acquisition, or sale of all or substantially all of Customer’s assets or voting securities, provided that Customer provides COMPANY with prompt written notice of the assignment and the assignee agrees in writing to assume all of Customer’s obligations under this Agreement and complies with COMPANY’s procedural and documentation requirements to give effect to the assignment.

(b) Any attempt by Customer to transfer or assign this Agreement or an Order, except as expressly authorized above, will be null and void.

(c) COMPANY may assign its rights and obligations under this Agreement (in whole or in part) without restriction, including to any successor resulting from a merger, acquisition, or sale of all or substantially all of COMPANY’s assets or voting securities.

17.4 Governing Law, Jurisdiction and Venue.

(a) This Agreement is governed by the laws of the State of New Jersey, with the jurisdiction and venue for actions related to this Agreement in the state and United States federal courts located in New Jersey.

(b) This Agreement will be governed by such laws without regard to conflicts of laws provisions, and both parties submit to the personal jurisdiction of the applicable courts. The United Nations Convention on the International Sale of Goods does not apply to this Agreement.

17.5 Notices.

(a) Except as specified elsewhere in this Agreement, notices under this Agreement must be in writing and are deemed given on: (i) personal delivery, (ii) when received by the addressee if sent by a recognized overnight courier with receipt request, (iii) the third business day after mailing, or (iv) the first business day after sending by email, except that email will not be sufficient for notices regarding Infringement Claims, alleging breach of this Agreement by COMPANY, or of Customer’s termination of this Agreement in accordance with Section 4.5 (Termination for Cause).

(b) Notices to COMPANY must be provided according to the details provided here (hyperlink), as may be updated from time to time.

(c) Notices to Customer must be provided to the billing or technical contact provided by COMPANY, which may be updated by Customer from time to time in Customer’s account portal. However, COMPANY may provide general or operational notices via email, on its website or through the Products. Customer may subscribe to receive email notices of updates to this Agreement.

17.6 Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In the event of a conflict among the documents making up this Agreement, the main body of this Agreement (i.e. Sections 1 through 17, inclusive) will control, except that the Policies and Product-Specific Terms will control for their specific subject matter.

17.7 Other COMPANY Offerings. COMPANY makes available other offerings that can be used with the Products which, in some cases, are subject to separate terms and conditions. These other offerings include training services, developer tools and the COMPANY Marketplace. For clarity, this Agreement controls over any such terms and conditions with respect to Customer’s use of the Products (including any COMPANY apps).

17.8 Interpretation, Waivers and Severability. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Waivers must be granted in writing and signed by the waiving party’s authorized representative, and also acknowledged by COMPANY’s authorized representative. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary, so the rest of this Agreement remains in effect.

17.9 Changes to this Agreement.

(a) COMPANY may modify this Agreement (which includes the Policies and Product-Specific Terms) from time to time by posting the modified portion(s) of this Agreement on COMPANY’s website, provided that no modification to agreed scope, service levels, pricing, or other commercial terms set forth in an Order or statement of work will be effective unless made by mutual written agreement of the parties. COMPANY must use commercially reasonable efforts to post any such modification at least sixty (60) days prior to its effective date.

(b) For free subscriptions, modifications become effective during the then-current Subscription Term, in accordance with COMPANY’s notice.

i. Except as specified below, modifications to this Agreement will take effect at the next Order or renewal unless either party elects to not renew pursuant to Section 5.1(c) (Renewals); and

ii. COMPANY may specify that modifications will become effective during a then-current Subscription Term if: (a) required to address compliance with Law, or (b) required to reflect updates to Product functionality or introduction of new Product features; provided, however, that any modification affecting scope of services, service levels, pricing, implementation assumptions, or other commercial terms in an applicable Order or statement of work will become effective only upon mutual written agreement of the parties. If Customer objects to a permitted unilateral modification, Customer may terminate the remainder of the then-current Subscription Term for the affected Products as its exclusive remedy. To exercise this right, Customer must notify COMPANY of its termination under this Section 17.9(c) within thirty (30) days of the modification notice, and COMPANY will refund any pre-paid fees for the terminated portion of the applicable Subscription Term.

17.10 Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control and occurring without that party’s fault or negligence.

17.11 Subcontractors and Affiliates. COMPANY may use subcontractors or its Affiliates in the performance of its obligations under this Agreement, but COMPANY remains responsible for its overall performance under this Agreement and for having appropriate written agreements in place with its subcontractors to enable COMPANY to meet its obligations under this Agreement.

17.12 Independent Contractors. The parties are independent contractors, and nothing in this Agreement shall be construed as creating an agency, partnership, or joint venture relationship.

17.13 Export Restrictions.

(a) The Products may be subject to U.S. export restrictions and import restrictions of other jurisdictions. Customer must comply with all applicable export and import Laws in its access to, use of, and download of the Products or any part of the Products. Customer must not (and must not allow anyone else to) export, re-export, transfer or disclose the Products or any direct product of the Products: (i) to (or to a national or resident of) any U.S. embargoed jurisdiction, (ii) to anyone on any U.S. or applicable non-U.S. restricted- or denied-party list, or (iii) to any party that Customer has reason to know will use the Products in violation of U.S. export Law, or for any restricted end user under U.S. export Law.

(b) Customer must not provide COMPANY any data subject to the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions governing defense articles, technology, or services and must not use the Products for any activity subject to such Laws.

17.14 Government End-Users. If Customer is a United States federal, state or local government customer, this Agreement is subject to, and is varied by, the Government Amendment (hyperlink).

17.15 No Contingencies. The Products, Support and Advisory Services in each Order are purchased separately and not contingent on purchase or use of other COMPANY products and services, even if listed in the same Order. Customer’s purchases are not contingent on delivery of any future functionality or features.

The undersigned parties have entered into this Agreement to be effective as of the Effective Date, and affirm their mutual obligations under this Agreement.

Policies and Procedures

1. Software Licensing and Use

1.1 License Grant. COMPANY grants to the end-user a non-exclusive, non-sublicensable, and non-transferable license to use the specified software (“Software”) solely for the end-user’s internal business operations, subject to the terms and conditions herein.

1.2 Permitted Use. The end-user may use the Software in accordance with the documentation provided with the Software and must comply with all applicable laws and regulations in the jurisdiction of use.

1.3 Restrictions. The end-user may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Software without the express prior written consent of COMPANY, except that end-user may make copies reasonably necessary for backup and disaster recovery purposes. The end-user must not use the Software for any purpose that is unlawful or prohibited by these terms, conditions, and notices.

2. Account Management

2.1 Account Registration. The end-user must register for an account to access or use the Software. All registration information must be accurate, current, and complete. The end-user is responsible for maintaining the confidentiality of account information, including the password.

2.2 Authorized Users. Only individuals authorized by the end-user may access and use the Software. The end-user is responsible for all activities that occur under their account and must notify COMPANY promptly upon becoming aware of any unauthorized use.

3. Software Maintenance and Support

3.1 Maintenance Services. COMPANY will provide maintenance updates and service packs for the Software, which may include bug fixes, patches, and minor enhancements as deemed necessary by COMPANY in its sole discretion. COMPANY reserves the right to discontinue maintenance services upon thirty (30) days’ written notice to end-user. Maintenance services do not include support for customizations, modifications, or integrations not provided by COMPANY.

3.2 Website Support Services. Technical support will be available to the end-user as specified in the service level agreement (SLA) associated with the website services, if any. If no SLA is purchased, COMPANY has no obligation to provide support services. Support includes assistance with account setup, troubleshooting, and resolving issues related to the use of the website services, but does not include support for end-user’s hardware, network, third-party services, or issues arising from end-user’s misuse or unauthorized use. COMPANY reserves the right to refuse support requests that COMPANY reasonably determines are abusive, excessive, or outside the scope of the SLA. Response times specified in any SLA represent COMPANY’s good faith estimates based on normal operating conditions and are not guaranteed service levels; however, COMPANY will use commercially reasonable efforts to meet such response times.

4. Intellectual Property Rights

4.1 Ownership. COMPANY retains all rights, title, and interest in and to the website, its content, services provided through the website, and all related intellectual property rights, including without limitation all patents, copyrights, trademarks, trade secrets, and other proprietary rights. The access granted to the end-user does not convey any ownership rights in the website or its content, except as expressly set forth herein. All suggestions, feedback, and ideas provided by end-user that are related to the website services or COMPANY’s business operations shall become the sole property of COMPANY. End-user hereby grants to COMPANY a perpetual, irrevocable, worldwide, royalty-free license to use any such suggestions, feedback, or ideas, provided that such grant shall not extend to end-user’s pre-existing intellectual property or proprietary business methods that are not specifically incorporated into the website services. End-user represents and warrants that it has the right to make such assignment and that the assigned materials do not infringe any third-party rights.

4.2 Third-Party Services and Accessibility. The website may integrate with or offer third-party services that are subject to third-party terms and conditions. COMPANY will provide end-user with notice of applicable third-party terms, and end-user is responsible for complying with any such terms in its use of the website services. COMPANY makes no representations or warranties regarding third-party services. End-user agrees to indemnify, defend, and hold harmless COMPANY from any claims, damages, or liabilities arising from end-user’s failure to comply with third-party service terms after receiving notice of such requirements from COMPANY. COMPANY disclaims all liability for any third-party services, including any security vulnerabilities, errors, or service interruptions. COMPANY is committed to ensuring that the website services comply with applicable disability and accessibility laws, including the Americans with Disabilities Act (ADA), Section 508 of the Rehabilitation Act, and Web Content Accessibility Guidelines (WCAG) 2.1 Level AA standards. The website services are designed to be accessible to individuals with disabilities, including those who use assistive technologies such as screen readers, voice recognition software, and alternative input devices. COMPANY will make reasonable accommodations to ensure equal access to the website services for all users. End-users who encounter accessibility barriers or require accommodations should contact COMPANY immediately using the contact information provided in this Agreement. COMPANY will work in good faith to address accessibility concerns and provide alternative means of access where technically feasible.

5. Confidentiality

5.1 Confidential Information. The end-user must maintain the confidentiality of any proprietary or confidential information disclosed by COMPANY in connection with the use of the website services and may not use such information for any purpose outside the scope of this agreement. End-user acknowledges that confidential information may include financial data, consumer information, and other data subject to protection under federal laws including GLBA and FCRA, and state laws including New Jersey consumer protection and data privacy statutes. End-user agrees to implement and maintain reasonable administrative, technical, and physical safeguards to protect such confidential information in compliance with applicable legal requirements. End-user shall not disclose confidential information to any third party without COMPANY’s prior written consent, except as required by law or valid legal process, provided that end-user provides COMPANY with advance written notice of any such required disclosure at least ten (10) business days prior to disclosure (or as soon as legally permissible if less notice is required by law) to allow COMPANY to seek a protective order or other appropriate remedy. End-user shall cooperate with COMPANY in seeking such protective measures and shall only disclose the minimum information required by law.

The obligations set forth in this Section 5.1 shall survive termination of this Agreement for a period of five (5) years, except that obligations related to trade secrets shall continue for so long as the information remains a trade secret under applicable law, and obligations related to personal financial information subject to GLBA, consumer information subject to FCRA, or insurance information subject to state insurance privacy laws shall continue in accordance with the requirements of such laws.

6. Warranties and Disclaimers

6.1 Warranty. COMPANY warrants that the website services will perform substantially in accordance with the service description for a period of ninety (90) days from the date of account activation. COMPANY does not warrant that the website services will meet end-user’s specific requirements, that the website services will be uninterrupted or error-free, or that all service issues will be corrected. This warranty does not apply to any non-conformance caused by end-user’s misuse, unauthorized access, or use of the website services in violation of this agreement. COMPANY’s sole obligation and end-user’s exclusive remedy under this warranty shall be, at COMPANY’s sole and absolute discretion, to use commercially reasonable efforts to correct the non-conforming website services or to refund the pro-rated service fees paid for the unused portion of the warranty period. This remedy is conditioned upon end-user providing written notice of the non-conformance to COMPANY within thirty (30) days of discovery, providing reasonable cooperation in diagnosing and correcting the issue, and allowing COMPANY reasonable time to attempt to correct the non-conformance before seeking any refund. End-user must provide COMPANY with at least thirty (30) days to attempt correction before the refund remedy becomes available. THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

6.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 6.1, THE WEBSITE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE WEBSITE SERVICES WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR SUITABILITY OF ANY DATA, INFORMATION, OR CONTENT PROVIDED THROUGH THE WEBSITE SERVICES OR ANY RESULTS OBTAINED FROM USE OF THE WEBSITE SERVICES. END-USER ACKNOWLEDGES THAT THE WEBSITE SERVICES ARE TOOLS AND THAT END-USER REMAINS SOLELY RESPONSIBLE FOR ALL BUSINESS DECISIONS, FINANCIAL ADVICE, INSURANCE UNDERWRITING DECISIONS, AND COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. COMPANY makes no warranty that the website services comply with regulatory requirements specific to end-user’s particular business operations or use case, and end-user is solely responsible for determining whether the website services are suitable for end-user’s regulatory environment and for implementing appropriate controls and procedures to ensure compliance with all applicable laws and regulations; provided, however, that COMPANY represents that the website services have been designed with features intended to facilitate compliance with generally applicable data protection and privacy laws, including GLBA and state insurance privacy requirements, when properly configured and used in accordance with COMPANY’s documentation and guidance. COMPANY makes no warranty regarding end-user’s actual compliance with any regulatory requirements, which depends on end-user’s implementation, configuration, and use of the website services. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING NEW JERSEY LAW, ALL IMPLIED WARRANTIES ARE HEREBY DISCLAIMED.

7. Limitation of Liability

7.1 Limitations. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, DATA USE, GOODWILL, BUSINESS INTERRUPTION, OR USE, INCURRED BY THE END-USER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT OF FEES PAID BY END-USER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) FIVE THOUSAND DOLLARS ($5,000). NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL LIMIT COMPANY’S LIABILITY FOR (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) FRAUD OR FRAUDULENT MISREPRESENTATION, OR (C) MATTERS FOR WHICH LIABILITY CANNOT BE LIMITED UNDER NEW JERSEY LAW OR APPLICABLE FEDERAL LAW. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO END-USER TO THE EXTENT PROHIBITED BY LAW.

8. Termination

8.1 Termination Rights. COMPANY may terminate this Agreement immediately upon written notice if the end-user breaches any of its material terms and conditions and fails to cure such breach within ten (10) business days after receiving written notice thereof, except that COMPANY may terminate immediately without opportunity to cure in cases of: (i) non-payment of fees; (ii) breach of confidentiality obligations; (iii) infringement of COMPANY’s intellectual property rights; (iv) fraud or misrepresentation; or (v) conduct that poses immediate risk of harm to COMPANY or third parties. COMPANY may terminate this Agreement upon thirty (30) days’ written notice for convenience. COMPANY may also immediately suspend or terminate end-user’s access if COMPANY reasonably believes such action is necessary to comply with applicable law or to prevent harm to COMPANY or third parties. Upon termination for any reason, the end-user must immediately cease all use of the website services and destroy all copies of COMPANY’s confidential information and documentation in end-user’s possession or control, and certify such destruction in writing to COMPANY within ten (10) days; provided, however, that end-user may retain copies of documents, records, and information to the extent: (i) required by applicable law, regulation, or legal hold obligations; (ii) necessary to comply with tax, audit, or regulatory requirements; (iii) related to active insurance policies or claims; or (iv) necessary to enforce rights or defend claims under this Agreement. Any such retained information shall remain subject to the confidentiality obligations set forth in Section 5 for the full survival period specified therein. End-user shall provide COMPANY with a written description of all information retained pursuant to this provision within thirty (30) days of termination. Sections 4 (Intellectual Property Rights), 5 (Confidentiality), 6.2 (Disclaimer), 7 (Limitation of Liability), and 9 (General Provisions) shall survive any termination of this Agreement. End-user acknowledges that COMPANY may retain certain data as required by applicable law, including GLBA and state recordkeeping requirements.

9. General Provisions

9.1 Modification. COMPANY reserves the right to modify this Agreement at any time by posting the modified terms on the website or by providing written notice to end-user. Material modifications shall become effective thirty (30) days after notice is provided, except that modifications required by law or necessary to address security vulnerabilities may be implemented immediately. End-user’s continued use of the website services after the effective date of modifications constitutes acceptance of such modifications. If end-user does not agree to the modifications, end-user’s sole remedy is to terminate this Agreement in accordance with Section 8.

9.2 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in Bergen County, New Jersey, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts. End-user waives any objection to venue in New Jersey courts for claims that may properly be brought there, and any claim that such courts are an inconvenient forum, except where such waiver would be unenforceable under applicable law. Notwithstanding the foregoing, COMPANY may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

9.3 Entire Agreement. These policies and procedures, together with any insurance policy, financial advisory agreement, or other written agreement between COMPANY and end-user, constitute the entire agreement between COMPANY and the end-user concerning the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, concerning the subject matter hereof. In the event of any conflict between these policies and procedures and the terms of an insurance policy or financial advisory agreement, these policies and procedures shall control unless the insurance policy or financial advisory agreement expressly states otherwise in writing with specific reference to the conflicting provision.

Privacy Policy

COMPANY (“COMPANY”, “we”, “us”, or “our”) is committed to protecting the privacy of our users (“user,” “you,” “client,” or “policyholder”). This Privacy Policy explains how we collect, use, disclose, and safeguard your information when you visit our website, obtain insurance coverage from us, or receive financial advisory services from us. This Privacy Policy is provided in compliance with the Gramm-Leach-Bliley Act (GLBA), the New Jersey Insurance Information and Privacy Protection Act, and other applicable federal and state laws governing the privacy of financial and insurance information. Please read this Privacy Policy carefully. IF YOU DO NOT AGREE WITH THE TERMS OF THIS PRIVACY POLICY, PLEASE DO NOT ACCESS OR USE OUR WEBSITE, APPLY FOR INSURANCE COVERAGE, OR ENGAGE OUR FINANCIAL ADVISORY SERVICES. We will provide you with notice of material changes to this Privacy Policy and obtain your affirmative consent where required by applicable law. Your continued use of our services after receiving notice of changes constitutes your acceptance of such changes, except where affirmative consent is required by law.

We reserve the right to make changes to this Privacy Policy at any time and for any reason, subject to applicable law. We will alert you about material changes by updating the “Last Updated” date of this Privacy Policy and, where required by law, by providing direct notice to you. You are encouraged to periodically review this Privacy Policy to stay informed of updates. Material changes will become effective as specified in the notice or as required by applicable law.

Collection of Your Information

We may collect information about you in various ways in connection with your use of our website services, insurance products, and financial advisory services. The information we may collect includes:

Personal Data. Personally identifiable information, such as your name, address, email address, telephone number, date of birth, Social Security number, driver’s license number, financial account information, health information (which we will handle in compliance with applicable HIPAA privacy requirements and state health privacy laws to the extent they apply, and for which we will obtain separate authorizations as required by law), credit information, and other information that you provide to us or that we collect in connection with: (i) insurance applications, underwriting, policy administration, and claims processing; (ii) financial advisory services, including investment advice, financial planning, and portfolio management; (iii) regulatory compliance and reporting obligations; and (iv) other activities related to the services and our insurance and financial services business. We collect this information when you apply for insurance, engage our financial advisory services, submit claims, communicate with us, or otherwise interact with our services. By providing this information, you authorize us to collect, use, and disclose it as described in this Privacy Policy. We will obtain separate, specific authorization for uses not described in this Privacy Policy or as required by applicable law, including GLBA and state insurance privacy laws.

Derivative Data. Information our servers automatically collect when you access the services, such as your IP address, browser type, operating system, access times, and the pages you have viewed directly before and after accessing the services. We may use this information for security purposes, fraud prevention, system administration, and to improve our services. This data may be retained for the period we determine is necessary to fulfill these purposes, comply with legal obligations, and protect our legal rights.

Use of Your Information

Having accurate information about you permits us to provide you with a smooth, efficient, and customized experience. We will use information collected about you only for legitimate business purposes as described in this Privacy Policy and in compliance with applicable laws, including the Gramm-Leach-Bliley Act, New Jersey Insurance Information and Privacy Protection Act, and other applicable privacy regulations. We may use your information for purposes specifically enumerated in this Privacy Policy and as otherwise permitted by applicable law. We will provide notice and obtain consent for material new uses not covered by this Privacy Policy where required by law. Specifically, we may use information collected about you to:

Create and manage your account.
Deliver targeted advertising, coupons, newsletters, and other information regarding promotions, the services, and our insurance and financial services products to you, subject to your marketing preferences and applicable opt-out rights under the Telephone Consumer Protection Act, CAN-SPAM Act, and state telemarketing laws. We may contact you using the contact information you provide, including email, telephone, and text message, in accordance with your communication preferences and applicable law. You may opt-out of marketing communications at any time using the methods described in this Privacy Policy.
Enable user-to-user communications.
Increase the efficiency and operation of the services.
Monitor and analyze usage and trends to improve your experience with the services.
Notify you of updates to the services.
Offer new products, services, and/or recommendations to you.
Perform other business activities as needed.
Prevent fraudulent transactions, monitor against theft, and protect against criminal activity.
Process payments and refunds.
Request feedback and contact you about your use of the services.
Resolve disputes and troubleshoot problems.
Respond to product and customer service requests.

Disclosure of Your Information

We may share information we have collected about you in certain situations. Your information may be disclosed as follows:

By Law or to Protect Rights. If we believe in good faith that the release of information about you is necessary to respond to legal process, to investigate or remedy potential violations of our policies, or to protect the rights, property, and safety of others, we may share your information as permitted or required by any applicable law, rule, or regulation. We will use reasonable efforts to limit such disclosures to information that is relevant and necessary for the stated purpose. We will provide notice of such disclosures where required by applicable law.

Third-Party Service Providers. We may share your information with third parties that perform services for us or on our behalf, including payment processing, data analysis, email delivery, hosting services, customer service, and marketing assistance. We maintain written agreements with our service providers that require them to maintain the confidentiality and security of your information, use it only for the purposes for which it was disclosed, and comply with applicable privacy and data security laws, including the Gramm-Leach-Bliley Act Safeguards Rule and New Jersey data security requirements. We select service providers carefully and require them to maintain appropriate safeguards. However, we cannot guarantee the security practices of third parties, and we are not liable for their unauthorized access, use, or disclosure of your information, except to the extent we are legally responsible under applicable law.

Marketing Communications. With your express written consent, or with an opportunity for you to opt-out before we share your information, we may share your nonpublic personal information with nonaffiliated third parties for marketing purposes, as permitted by the Gramm-Leach-Bliley Act and applicable state laws. You have the right to opt-out of such sharing at any time by contacting us using the methods described in this Privacy Policy. We will not share your Social Security number, driver’s license number, account numbers, or other sensitive financial information with nonaffiliated third parties for their independent marketing purposes, except as permitted by applicable law or with your express written consent. This does not limit our ability to share such information as necessary for transaction processing, servicing your account, or as otherwise permitted under GLBA exceptions. We may share information with our affiliates as permitted by law, and with service providers who perform services on our behalf under written confidentiality agreements.

Interactions with Other Users. If you interact with other users of the services, those users may see your name, profile photo, and descriptions of your activity, including sending invitations to other users, chatting with other users, liking posts, and following blogs. By using interactive features of the services, you expressly consent to this information being visible to other users and acknowledge that such information may be used by other users for any purpose. We are not responsible for how other users use or disclose information you choose to share through these interactive features, and you hereby release COMPANY from any and all claims arising from such use or disclosure.

Online Postings. When you post comments, contributions, or other content to the services, your posts may be viewed by all users and may be publicly distributed outside the services in perpetuity. You should not post any confidential, proprietary, or sensitive information, including information about your insurance coverage, financial accounts, health conditions, or other personal matters. We are not responsible for any consequences resulting from your decision to post information publicly, and we reserve the right to remove any content at our sole discretion.

Third-Party Advertisers. We may use third-party advertising companies to serve ads when you visit the services. These companies may use information about your visits to the services and other websites that are contained in web cookies in order to provide advertisements about goods and services of interest to you. By using the services, you expressly consent to the collection and use of your browsing information by third-party advertisers as described herein, and you acknowledge that such data collection may occur across multiple websites and platforms for targeted advertising purposes. We are not responsible for the privacy practices of these third-party advertisers, and we do not control the content of advertisements displayed on the services. Your interactions with third-party advertisements are governed by the privacy policies of those third parties. We make no representations or warranties regarding the accuracy, legality, or appropriateness of third-party advertisements, and you acknowledge that your reliance on such advertisements is at your sole risk. You hereby release and hold harmless COMPANY from any claims arising from third-party advertisements, including but not limited to misleading content, fraudulent offers, or data misuse by advertisers.

Other Third Parties. We may share your information with investors, potential investors, lenders, underwriters, advisors, and other parties in connection with any business transactions, such as mergers, sales of company assets, financings, acquisitions of all or a portion of our business by another company, or due diligence activities related to such transactions. You consent to such disclosure and acknowledge that such parties may use your information to evaluate the transaction. You further acknowledge that such disclosure may include sensitive financial information, health information (where applicable), and personally identifiable information, and that such parties may retain your information for their records even if the transaction does not proceed. You waive any claims against COMPANY arising from such disclosures made in good faith in connection with legitimate business transactions.

Sale or Bankruptcy. If we reorganize or sell all or a portion of our assets, undergo a merger, or are acquired by another entity, we may transfer your information to the successor entity. If we go out of business or enter bankruptcy, your information would be an asset transferred or acquired by a third party. You acknowledge and expressly consent to such transfers. Any transferee will be required to honor the commitments we made in this Privacy Policy or provide you with notice and choice regarding material changes to privacy practices, except where such notice is not required by applicable law or is impracticable due to bankruptcy or insolvency proceedings. However, COMPANY makes no warranties or guarantees regarding any transferee’s compliance with these requirements, and you acknowledge that COMPANY shall have no liability for any transferee’s failure to honor these commitments or for any subsequent use or disclosure of your information by such transferee. For clients with active insurance policies or financial advisory agreements, any such transfer will be subject to the terms of your policy or agreement and applicable insurance and securities regulations, and we will use commercially reasonable efforts to provide advance notice as required by law and your policy or agreement terms, except where such notice is prohibited by law, court order, or is impracticable due to the circumstances of the transaction. COMPANY shall have no liability for failure to provide such notice where circumstances beyond our reasonable control prevent such notification, including but not limited to emergency transactions, court-ordered sales, or situations where providing notice would violate confidentiality obligations or jeopardize the transaction.

We are not responsible for the actions of third parties with whom you independently choose to share personal or sensitive data, and we have no authority to manage or control third-party solicitations. You hereby irrevocably release and hold harmless COMPANY, its officers, directors, employees, agents, affiliates, successors, and assigns from any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to your decision to share information with third parties or from third-party use, disclosure, or misuse of such information, regardless of whether such third-party relationship was facilitated through the Software or arose independently. If you no longer wish to receive correspondence, emails, or other communications from third parties, you are solely responsible for contacting the third party directly, and COMPANY has no obligation to assist with or facilitate such requests.

Tracking Technologies and Cookies

Cookies and Web Beacons. We may use cookies, web beacons, tracking pixels, and other tracking technologies on the Website to help customize the Website and improve your experience. When you access the Website, your directly identifiable personal information is not collected through the use of tracking technology. However, such technology may collect usage data, device information, and IP addresses. Most browsers are set to accept cookies by default. You can remove or reject cookies, but be aware that such action could affect the availability and functionality of the Website. By continuing to use the Website without disabling cookies, you affirmatively consent to our use of cookies and tracking technologies as described herein, and you acknowledge that such consent extends to both first-party and third-party cookies, including those used for advertising, analytics, and cross-site tracking purposes. You further acknowledge that disabling cookies may result in limited functionality or inability to access certain features of the Software.

Internet-Based Advertising. Additionally, we may use third-party software to serve ads on the Website, implement email marketing campaigns, and manage other interactive marketing initiatives. This third-party software may use cookies or similar tracking technology to help manage and optimize your online experience with us. We require our third-party service providers to comply with applicable privacy and data security laws, including the Gramm-Leach-Bliley Act, HIPAA (where applicable), and New Jersey data security requirements. We maintain written agreements with such providers that: (i) prohibit the provider from using or disclosing customer information except as necessary to perform services for us; (ii) require the provider to implement appropriate security measures; and (iii) require the provider to report any security incidents or breaches to us promptly. Notwithstanding the foregoing, COMPANY shall not be liable for any acts, omissions, breaches, or failures of third-party service providers, and you hereby irrevocably release and hold harmless COMPANY, its officers, directors, employees, agents, and affiliates from any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to third-party provider conduct, including but not limited to data breaches, unauthorized access, misuse of information, failure to comply with contractual obligations, or violations of applicable law by such providers. This release applies even if COMPANY selected, vetted, or recommended the third-party provider.

Third-Party Websites

Our services may contain links to third-party websites and applications of interest, including advertisements and external services, that are not affiliated with us. Once you have used these links to leave our services, any information you provide to these third parties is not covered by this Privacy Policy, and we cannot guarantee the safety and privacy of your information. Before visiting and providing any information to any third-party websites, you should inform yourself of the privacy policies and practices (if any) of the third party responsible for that website, and should take those steps necessary to, in your discretion, protect the privacy of your information. We are not responsible for the content or privacy and security practices and policies of any third parties, including other sites, services, or applications that may be linked to or from the Software. We do not endorse and are not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on third-party sites. You acknowledge and agree that any reliance on third-party content is at your sole risk. To the extent permitted by applicable law, you hereby release and hold harmless COMPANY from any claims, damages, or losses arising from your use of or reliance on third-party websites, services, or content, including but not limited to financial losses, identity theft, data breaches, or receipt of inaccurate information. COMPANY makes no representations or warranties regarding third-party sites and expressly disclaims all liability for third-party content, even if such sites are linked from or recommended through our services.

Security of Your Information

We use administrative, technical, and physical security measures designed to protect your personal information. While we have taken reasonable steps to secure the personal information you provide to us, please be aware that despite our efforts, no security measures are perfect or impenetrable, and no method of data transmission can be guaranteed against any interception or other type of misuse. Any information disclosed online is vulnerable to interception and misuse by unauthorized parties. Therefore, we cannot and do not guarantee complete security of your information. By using our services, you expressly acknowledge and accept the inherent risks and limitations of electronic data transmission and storage security, and you agree that COMPANY shall have no liability for any unauthorized access, data breach, or security incident except to the extent caused by COMPANY’s negligence, gross negligence, or willful misconduct, or as otherwise required by applicable law. You further acknowledge that you assume all risk of data loss, theft, or unauthorized access to the extent permitted by applicable law, and you waive any claims against COMPANY arising from security incidents except as required by applicable law or where COMPANY has breached its duty of care. However, we maintain comprehensive information security programs designed to comply with the Gramm-Leach-Bliley Act Safeguards Rule, New Jersey insurance data security requirements, and industry best practices for protecting financial and health information. We will notify you of any security breach affecting your personal information as required by applicable law.

Policy for Children

We do not knowingly solicit information from or market to children under the age of 13. Our services are not intended for use by individuals under the age of 13, and we do not knowingly collect personal information from children under 13. If we learn that we have collected personal information from a child under age 13, we will delete that information as quickly as reasonably possible, subject to our legal and regulatory obligations. If you become aware of any data we may have collected from children under age 13, please contact us using the contact information provided below. COMPANY shall have no liability for any inadvertent collection of information from children under 13, provided we take corrective action upon discovery within the timeframes required by applicable law.

Controls for Do-Not-Track Features

Most web browsers and some mobile operating systems include a Do-Not-Track (“DNT”) feature or setting you can activate to signal your privacy preference not to have data about your online browsing activities monitored and collected. No uniform technology standard for recognizing and implementing DNT signals has been finalized. As such, we do not currently respond to DNT browser signals or any other mechanism that automatically communicates your choice not to be tracked online. However, you may exercise choices about tracking through your browser settings and available industry opt-out mechanisms. If a standard for online tracking is adopted that we must follow in the future, we will inform you about that practice in a revised version of this Privacy Policy. COMPANY reserves the right to implement or modify tracking technologies at its sole discretion, subject to applicable law and user consent where required. COMPANY shall not be liable for any technical limitations or failures in responding to user tracking preferences, except where such failures result from COMPANY’s negligence or violation of applicable law.

Options Regarding Your Information

Account Information. You may at any time review or change the information in your account or terminate your account by:

Logging into your service account settings and updating your account.
Contacting us using the contact information provided.

Upon your request to terminate your account, we will deactivate or delete your account and information from our active databases within the timeframes required by applicable law, except as otherwise required by law or contractual obligations. However, we may retain certain information as necessary to prevent fraud, troubleshoot problems, assist with investigations, enforce our Terms of Use and other agreements, comply with legal and regulatory requirements (including insurance and financial services regulations), maintain business records, defend legal claims, and take other actions permitted by law. Retained information may include transaction histories, communications, and records necessary for insurance underwriting, claims processing, financial advisory services, regulatory compliance, and audit purposes. COMPANY shall have no liability for retention of data as expressly permitted or required by applicable law, regulation, or contractual obligation under this provision, provided such retention complies with applicable data protection requirements.

Emails and Communications. If you no longer wish to receive correspondence, emails, or other communications from us, you may opt-out by:

Noting your preferences at the time you register your account with our services.
Logging into your account settings and updating your preferences.
Contacting us using the contact information provided.

If you no longer wish to receive correspondence, emails, or other communications from third parties, you are responsible for contacting the third party directly. We are not responsible for the privacy practices, content, actions, or omissions of third parties, and any information you provide to third parties is governed by their privacy policies. To the extent permitted by applicable law, COMPANY makes no representations or warranties regarding third-party privacy practices and expressly disclaims liability arising from your interactions with third parties, including but not limited to data breaches, unauthorized disclosures, or misuse of your information by such third parties, except where COMPANY has negligently selected or recommended such third parties or has actual knowledge of their harmful practices. You acknowledge and agree that COMPANY generally has no control over third-party practices and that your use of third-party services is at your own risk, subject to applicable consumer protection laws.

Contact Us

If you have questions or comments about this Privacy Policy, or if you wish to exercise any rights you may have under applicable data protection laws (including rights related to insurance policies, financial advice services, or underwriting activities), please contact us at the address below. COMPANY will respond to requests within the timeframes required by applicable law. COMPANY will verify your identity before responding to requests using reasonable verification methods. COMPANY may deny or charge a reasonable fee for requests that are clearly excessive, repetitive, or manifestly unfounded under applicable law, and will provide written explanation for any denial, or that would require disproportionate effort to fulfill.

For insurance-related privacy matters, you may also contact:

New Jersey Department of Banking and Insurance

Last Updated: March 11, 2026. COMPANY reserves the right to modify this Privacy Policy, subject to applicable legal requirements and contractual obligations under insurance policies and financial advisory agreements. We will notify clients of material changes by: (i) posting the updated Privacy Policy on our website with a new “Last Updated” date; (ii) sending direct written notice via email or postal mail to the last address on file for clients with active insurance policies or financial advisory relationships; and (iii) where required by law, obtaining your affirmative consent or providing you with an opportunity to opt-out of such changes before they take effect. Clients should maintain current contact information with COMPANY to ensure receipt of important notices. For clients with active insurance policies, we will provide at least thirty (30) days’ advance notice of material changes that may affect coverage terms or data handling practices related to underwriting, except where immediate changes are required by law, regulation, or court order. For clients without active insurance policies or ongoing financial advisory agreements, your continued use of our services after any modifications to this Privacy Policy constitutes your acceptance of such changes. If you do not agree to the modified Privacy Policy, you may discontinue use of our services.

For clients with active insurance policies or financial advisory agreements, material changes to this Privacy Policy will not apply to your existing policy or agreement unless you provide affirmative consent or as otherwise required or permitted by applicable insurance regulations and your policy terms. We encourage you to review this Privacy Policy periodically. In addition to this Privacy Policy, clients with insurance policies will receive annual privacy notices as required by the Gramm-Leach-Bliley Act and applicable state insurance laws, and clients receiving financial advisory services will receive privacy notices as required by applicable securities and financial services regulations.

This Privacy Policy is subject to and should be read in conjunction with the privacy provisions contained in your insurance policy or financial advisory agreement, if applicable. In the event of any conflict between this Privacy Policy and the terms of your insurance policy or financial advisory agreement, the terms of such policy or agreement shall control with respect to information collected, used, or disclosed in connection with such policy or agreement.

Terms & Conditions