THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND WAIVER OF JURY TRIAL. PLEASE READ IT CAREFULLY BEFORE AGREEING.
Effective Date: Tuesday, March 6, 2018
Intego Co., (hereinafter “Intego,” “Clyde”, “we” or “us”) provides this website, our computing applications, and the data, information, tools, updates and similar materials delivered or provided by us (collectively, the “Services”), subject to your agreement to and compliance with the conditions set forth in this Terms of Services agreement (the “Agreement”).
This Agreement sets forth the legally binding terms and conditions governing use of the Services by you and/or your business. If you do not agree to these terms and conditions, you may not use the Services.
When we refer to “you” in this Agreement, it may mean you individually and the business on behalf of which you entered into this Agreement. By using the Services or otherwise entering into this Agreement, you are creating a binding contract with us on behalf of yourself and the business you identify. You represent and warrant that you have the full authority to enter into this Agreement on behalf of yourself and the business you identify, and that after such entry, this Agreement will be a legally binding agreement with you and the identified business.
We may revise or update this Agreement by posting an amended version through the Services and making you aware of the revisions, which may be through posting to the Services or otherwise. Your use of the Services following an update to this Agreement (or other acceptance method) is considered acceptance of the updated Agreement.
License As long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access, receive and use the Services. No rights not explicitly listed are granted.
Incorporated Terms The following additional terms are incorporated into this Agreement as if fully set forth herein:
• Copyright Policy
• Complaint Policy (including Privacy and Trademark)
IMPORTANT NOTICES We do not represent or warrant that access to the Services will be error-free or uninterrupted, or without defect, and we do not guarantee that you will be able to access or use the Services, or its features, at all times. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services, or any part thereof, with or without notice.
The Services may contain typographical errors or inaccuracies, including relating to price, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice, even if your order has already been accepted or processed.
WE DO NOT PROVIDE THE INSURANCE PRODUCTS BEING OFFERED THROUGH THE SERVICES, ALL OF WHICH ARE PROVIDED BY THE DESIGNATED PROVIDER AND ARE SUBJECT TO THE ADDITIONAL TERMS OF THE INDIVIDUAL CONTRACTS. YOU MAY BE REQUIRED TO SIGN ADDITIONAL AGREEMENTS IN ORDER TO SELL PRODUCTS THROUGH THE SERVICES.
Offerings and Fees As a vendor of products or services that may be covered by contracts sold through the Services (each a “Contract”), you may have the ability to match products in your online store with Contractsavailable through the Services. You may also have the ability to set the price at which these Contracts are sold above a certain base price (the “Base Price”). We may adjust the offering or Base Price, or disable the sale of certain Contracts, at any time, with or without notice to you.
The Services may identify and match Contracts with your products on its own unless such setting is turned off in your administrative settings. The Services may also set an initial price and margin on Contracts sold through the Services. As with all the Services, any such matches or price settings are provided “AS IS” without any guarantee that they are appropriate or suitable.
You agree to pay to us, the Base Price for each Contract that you sell. When a sale of a Contract is made through the Services, the revenue associated with such sale shall be deposited into your business’s account.
We may use a third-party payment processor (the “Payment Processor”) to charge you through an online account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor.
Using the Payment Processor, we will automatically initiate a daily charge or debit to your bank account for the amounts owed, based on Contracts that you sold that day or earlier. This may be via ACH or another charge method determined by us. You agree to keep sufficient funds in your designated bank account to cover the amounts due hereunder each day. WE MAY SUBMIT PERIODIC CHARGES OR DEBITS WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION. SUCH NOTICE WILL NOT AFFECT CHARGES OR DEBITS SUBMITTED BEFORE WE REASONABLY COULD ACT.
Your account will be considered delinquent if payment in full is not successful when a charge or debit is initiated. Amounts due are exclusive of all applicable taxes, levies, or duties, and you will be responsible for payment of all such amounts. If you believe that any specific charge under this Agreement is incorrect, in order to obtain a credit, you must contact us in writing within ten (10) days of a charge setting forth the nature and amount of the requested correction; otherwise all charges are final and any complaints are waived.
In addition to other applicable remedies, we reserve the right to suspend and/or terminate your access to the Services and/or terminate this Agreement if a payment request is declined or fails and your account is therefore delinquent. Charges to delinquent accounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys’ fees and court costs.
Licensing You must be licensed to sell the Contracts as required by applicable law, including but not limited to being licensed in any state where such licensing is required. You represent and warrant that you are and will remain so licensed as necessary throughout the Term of this Agreement. If at any point you are or become not licensed as necessary, you must notify us immediately and cease selling Contracts you are not licensed to sell.
If we agree, at your request, we may assist you in becoming licensed to sell certain Contracts in certain jurisdictions. If we provide such a Service, you agree to provide us all information we request in association with such Service, and that all such information will be true and accurate and will be updated promptly as necessary. Under such circumstance, you hereby authorize us to file licensing applications on your behalf using information you supply, and you agree to make any necessary payments associated with such licensure and renewal. Notwithstanding the foregoing, we are not responsible for such licensing and payment, which is ultimately your sole and exclusive responsibility.
Rules of Conduct Your use of the Services is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.
You agree that you will not violate any applicable law or regulation in connection with your use of the Services. You may not make any representations regarding the contents of the Contracts other than as permitted by us or by the underwriter selling those Contracts.
If you are selling goods or services that are facilitated by the Services, including Contracts, you represent and warrant that you are licensed to sell and/or perform all such goods or services and that all such goods or services comply with applicable law and will not cause damage or injury to any party.
You agree not to distribute, upload, make available or otherwise publish through the Services any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials similar thereto (“Submissions”) or graphics, text, information, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (“Content”) that:
You must keep your credentials and any other information needed to login to or access the Services, if applicable, confidential and secure. We are not responsible for any unauthorized access to your account by others.
You further agree that you will not do any of the following:
You are not licensed to access any portion of the Services that is not public, and you may not attempt to override any security measures in place on the Services.
Notwithstanding the foregoing rules of conduct, our unlimited right to terminate your access to the Services shall not be limited to violations of these rules of conduct.
Content Submitted or Made Available to UsYou are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of any Content. However, in order for us to provide the Services, we need your permission to process, display, reproduce and otherwise use content you make available to us.
Therefore, if you choose to submit any Content to the Services, or otherwise make available any Content through the Services, you hereby grant to us a perpetual, irrevocable, transferrable, sub-licensable, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, transmit, distribute, translate and create derivative works from any such Content, including without limitation distributing part or all of the Content in any media format through any media channels, including but not limited to the right to commercially use the rights of publicity, persona, trademark, image and name of the individuals and entities depicted in such Content.
By submitting any Content or Submissions to us you hereby agree, warrant and represent that: (a) the Content and Submissions do not contain proprietary or confidential information, and the provision of the Content and Submissions is not a violation of any third-party’s rights; (b) all such Submissions and Content are accurate and true, (c) we are not under any confidentiality obligation relating to the Content or Submissions; (d) we shall be entitled to use or disclose the Content or Submissions in any way; and (e) you are not entitled to compensation or attribution from us in exchange for the Submissions or Content.
You acknowledge that we are under no obligation to maintain the Services, or any information, materials, Submissions, Content or other matter you submit, post or make available to or on the Services. We reserve the right to withhold, remove and or discard any such material at any time.
Our Intellectual Property Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our trademarks, trade names and/or trade dress. The “look” and “feel” of the Services (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.
You acknowledge that the software used to provide the Services, and all enhancements, updates, upgrades, corrections and modifications to the software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain our sole and exclusive property or that of our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.
Enforcement and Termination We reserve the right to deny all or some portion of the Services to any user, in our sole discretion, at any time. Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law.
You may terminate this Agreement at any time by notifying us that you wish to cancel the Services, provided that all charges incurred prior to cancellation shall remain due hereunder in accordance with this Agreement.
All grants of any rights from you to us related to Content, Submissions, or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.
Links and Third-Party Content The Services may contain links. Such links are provided for informational purposes only, and we do not endorse any website or services through the provision of such a link.
The Services may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third-parties. We do not endorse any third party content that may appear on the Services or that may be derived from content that may appear on the Services, even if such content was summarized, collected, reformatted or otherwise edited by us.
DISCLAIMERS AND LIMITATION ON LIABILITY EXCEPT WHERE NOT PERMITTED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT THE SERVICES AND ALL CONTRACTS ARE PROVIDED BY US “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, AND WE, AND OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, AND EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND IN AND TO THE SERVICES. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.
USE OF THE SERVICES IS AT YOUR SOLE RISK. WEDO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICES ARE FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL INFORMATION OR COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICES OR CONTRACTS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICES OR SALE OF THE CONTRACTS.
Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then, to the maximum extent permissible by law, you agree that neither we nor any of our subsidiaries, affiliated companies, employees, members, shareholders, officers or directors shall be liable for (1) any damages in excess of the greater of (a) $500.00 or (b) the amounts you paid for Contracts through the Services, or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Services or any goods sold or provided by us. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.
This limitation shall not apply to any damage that we cause you intentionally and knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement.
SOME STATES, INCLUDING NEW JERSEY, MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.
You agree to defend, indemnify and hold us and our suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (a) Submissions or Content you submit, post to or transmit through the Services (b) your use of the Services, (c) your violation of the Agreement, and (d) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Services.
Governing Law and Jurisdiction
You agree that any claim or dispute arising out of or relating in any way to the Services will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of New York shall govern this Agreement, and shall be used in any arbitration proceeding.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address:
119 W 24th St
New York, NY 10011
Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect, and shall be located in New York, New York. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.
You and us agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and us agree that parties have each waived any right to a jury trial.
Notwithstanding the foregoing, you agree that us may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights, or to collect from you amounts owed under this Agreement.
To the extent arbitrations does not apply, you agree that any dispute arising out of or relating to the Services, or to us, may only be brought by you in a state or federal court located in New York, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK.
POLICIES FOR CHILDREN The Services are not directed to individuals under the age of 13. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information if required by the Children's Online Privacy Protection Act. Please see the Federal Trade Commission's website for (www.ftc.gov) for more information.
Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.
GENERAL Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. Revisions. In the event that we update this Agreement, you may be required to re-affirm the Agreement, through use of the Services, or otherwise.
No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Services. Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void. No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: email@example.com. Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws. Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Services, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.
If you believe in good faith that any material posted on our Services infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:
If you believe in good faith that material you posted on our Services was removed, or access to such material was disabled, by mistake or misidentification, please contact our designated copyright agent with correspondence containing the following:
You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice or counter-notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:
Copyright Agent Intego Co., 119 W 24th St
New York, NY 10011 e-mail: firstname.lastname@example.org
COMPLAINT POLICY (INCLUDING TRADEMARK AND PRIVACY)
If you believe in good faith that any material posted on the Services infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to email@example.com, containing the following information:
If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.