INSURANCE TOOLKITS SUBSCRIBER AGREEMENT AND TERMS OF USE

Last Modified: June 4, 2021

  1. Your Acceptance

    Welcome to the Insurance Toolkits Subscriber Agreement and Terms of Use. This is an agreement (“Agreement”) between Insurance Toolkits LLC (“Insurance Toolkits"), the owner and operator of www.insurancetoolkits.com and the Insurance Toolkits software, application, components, and any associated services offered (collectively the “Platform”) and you (“you”, “your”, “User”, or “Subscriber”), a Subscriber of the Platform. Any services offered by Insurance Toolkits shall be referred to as “Insurance Toolkits Services”. Throughout this Agreement, the words “Insurance Toolkits,” “us,” “we,” and “our,” refer to our company, Insurance Toolkits, as is appropriate in the context of the use of the words. By clicking “I agree”, subscribing to the Platform, and accessing or using the Platform you agree to be bound by this Agreement and the Privacy Policy. We may amend our Subscriber Terms or the Privacy Policy and may notify you when we do so. PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS. If you do not agree to the Agreement or the Privacy Policy please cease using our Platform immediately.
  2. Platform and Subscriber Accounts

    Users may be required to register on the Platform before accessing portions of the Platform. Your information will be collected and disclosed in accordance with our Privacy Policy. All users are required to provide truthful, up-to-date, and accurate information when registering for our Platform and must be over the age of 18. We reserve the right to verify all user credentials and to reject any users. You are entirely responsible for maintaining the confidentiality of password and account and for any and all activities that occur under your account. You agree to notify Insurance Toolkits immediately of any unauthorized use of your account or any other breach of security. Insurance Toolkits will not be liable for any losses you incur as a result of someone else using your password or account, either with or without your knowledge.
  3. Additional Access

    After registering and properly paying for our Platform, where required, we shall grant you access to the Platform as permitted by us. Where you download any portions of our Platform we grant you a limited, non-exclusive, fully revocable, non-transferable, and non-assignable license to download and use the Platform in accordance with this Agreement. You may not use the Platform for commercial purposes and your access is limited to yourself and is personal to you, you may not transfer or assign your access to any third parties. All rights not explicitly granted are reserved for Insurance Toolkits. If you breach any of these access provisions, your access to use our Platform may be terminated at our discretion. Additionally, we may revoke your access to our Platform if we believe that your actions may harm us, our business interests, or any third party rights. Failure by us to revoke your access does not act as a waiver of your conduct.
  4. Insurance Toolkits Services

    The Insurance Toolkits Services may offer access to tools that assist Subscriber with underwriting, quoting, and managing its clients. You may use the Platform and any Insurance Toolkits Services solely as permitted and provided for by Insurance Toolkits and in compliance with all applicable laws. Please be aware that any Insurance Toolkits Services, except as expressly stated otherwise, are offered on an “as is” basis and Insurance Toolkits makes no representations or warranties regarding any of the Insurance Toolkits Services offered. Insurance Toolkits reserves the right to modify, change, and/or discontinue any and all portions of the Insurance Toolkits Services at any time and may also remove or add Insurance Toolkits Services to any subscription levels at its sole discretion. Please be aware that any information generated during the use of the Insurance Toolkits Services are for general informational purposes and are considered User Content (defined below). Subscriber is solely responsible for all such information generated. Your only remedy for non-performance or issues with any Insurance Toolkits Services or the Platform shall be for Insurance Toolkits to use reasonable efforts to make any changes/updates to the Platform or Insurance Toolkits Services.
  5. Platform Ownership

    You acknowledge that the structure, organization, and code of the Platform, any hosted services, and all related software components are proprietary to Insurance Toolkits and/or Insurance Toolkits’ licensors and that Insurance Toolkits and/or its licensors retains exclusive ownership of the Platform, any documentation, information and any and all other intellectual property rights relating to the Platform, including all modifications, copies, enhancements, derivatives, and other software and materials developed hereunder by Insurance Toolkits. You shall not sell, copy, reproduce, transfer, publish, disclose, display or otherwise make available the Platform or any portions of the Platform including any modifications, enhancements, derivatives, and other software and materials developed hereunder by Insurance Toolkits to others in violation of this Agreement. You shall not remove any proprietary, copyright, trademark, or service mark legend from any portion of any of the Platform, including any modifications, enhancements, derivatives, and other software and materials developed by Insurance Toolkits. All rights not expressly granted in this Agreement are reserved for us.
  6. Subscriber Responsibilities

    Subscriber shall be exclusively responsible for its use or any of its authorized user’s use. Where a Subscriber submits any User Content (defined below), we are not responsible for such User Content including but not limited to monitoring access permissions or providing any services excluding the Insurance Toolkits Services. Additionally, you represent and warrant that: (1) you shall use the Platform solely for internal business purposes unless expressly permitted otherwise; (2) you are duly authorized and have the power and authority to enter into this Agreement; (3) any User Content submitted does not violate the confidentiality rights of a third party; (4) that the User Content is owned or properly licensed to Subscriber and does not violate any third party agreements; and (5) you shall use the Platform only for legal and lawful purposes and your use of the Platform including the submission of any User Content shall comply with all relevant laws. Subscriber shall indemnify and hold Insurance Toolkits harmless for a breach of any provisions of this section.
  7. Information Generated

    Insurance Toolkits is not responsible for any information generated via the Platform or the Insurance Toolkits Services. All content found on the Platform or via the Insurance Toolkit Services is provided for informational and educational purposes only and may not be accurate, up-to-date, or complete. Products, rates, plans and quotes described by the Platform; (i) may vary based on individual circumstances, specific underwriting guidelines (risk assessment) by insurance carrier, and by state, (ii) may not be available in all states, and (iii) may change without notice. Insurance Toolkits does not warrant any results, guarantee, endorse, or recommend any information generated and Subscriber’s use of such information generated is at its own risk. Any quotes or rates are not guaranteed and Subscriber is solely responsible for verification of any rates, quotes, or eligibility which may be subject to additional terms, conditions, limitations, and exclusions. Insurance Toolkits does not warrant that the Insurance Toolkits Services provided are consistent with any present, future, local, state, or federal statutes, administrative rules, or prevailing case law. The information and descriptions of insurance products are not intended to be complete descriptions of all terms, conditions, limitations, or exclusions, and are provided solely for general informational purposes. Subscriber understands and agrees that all Insurance Toolkits Services are dependent on the information contained in any User Content submitted by Subscriber and Subscriber is solely responsible for that information. Please do not take any actions or refrain from taking actions solely on the basis of information provided. Subscriber is solely responsible for evaluating and independently verifying all information provided and consulting with Subscriber’s clients regarding any information encountered on the Platform. THE SUBSCRIBER AGREES TO HOLD INSURANCE TOOLKITS FREE FROM RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF YOUR USE OF THE INSURANCE TOOLKITS SERVICES AND ANY INFORMATION GENERATED. INSURANCE TOOLKITS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES OR THE PLATFORM.
  8. Privacy Policy

    We value your privacy and understand your privacy concerns. Our Privacy Policy is incorporated into this Agreement, and it governs your submission of information to our Platform. Please review our Privacy Policy so that you may understand our privacy practices. All information we collect is subject to our Privacy Policy, and by using the Platform you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
  9. User Content

    A Subscriber’s ability to submit, transfer, or transmit any information through the Platform, including but not limited to user information, logins, financial information, data, recordings, written content, images, videos, or any other information will be referred to as “User Content” throughout this Agreement. Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion. When you submit any User Content to us, you grant Insurance Toolkits, its partners, affiliates, Users, representatives and assigns a non-exclusive, limited, fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works, or use and reuse all or part of your User Content for the purposes of providing you any services associated with the Platform for the duration of this Agreement. User Content will not be shared with any third parties except as required to provide the Insurance Toolkits Services. Insurance Toolkits has no liability to Users for any User Content including all data, information, copy, images, URL names, and anything else submitted by you or any third parties using the Platform. Specifically, Insurance Toolkits shall not be liable for any errors related to any User Content. We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to you.
  10. Additional Guidelines for User Content

    When submitting any User Content you agree to the following:
    • You agree that User Content submitted is truthful, up-to-date, and accurate;
    • You agree not to submit any User Content that violates the confidentiality rights of a third party;
    • You agree not to submit any User Content that may be considered: hate speech, violence against others, misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.
    If you have violated any of our User Content guidelines or if you we believe that any User Content may harm the Platform, your access to the Platform may be suspended or terminated.
  11. Representations and Warranties for User Content

    When submitting any User Content you represent and warrant the following:
    • You own all rights to the User Content, you have paid any fees to use or license the User Content, or you otherwise have the permission and right to use any User Content;
    • You have received all permissions and authority to submit any third party’s information including but not limited to any financial information, logins, or other content;
    • You are entitled to submit such User Content without any obligation by us to pay any fees or be subject to any restrictions or limitations; and
    • The User Content is legal and the User Content does not interfere with any third party rights or obligations.
  12. Monitoring User Content

    Insurance Toolkits shall have the right, but not the obligation, to monitor all User Content on the Platform at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, Insurance Toolkits shall have the right, but not the obligation, to remove or disable access to any User Content at its sole discretion.
  13. Use of the Platform

    When using our Platform, you are responsible for your use of the Platform. You agree to the following:
    • You may not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Platform;
    • You may not use automated bots or other software to send more messages through our Platform than humanly possible;
    • You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it;
    • You may not access our Platform in an attempt to build a similar or other competitive product;
    • You may not use the Platform in an unlawful manner;
    • You may not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
    • You may not violate or infringe other people's intellectual property, privacy, or other contractual rights while using our Platform;
    • You may not interfere with or disrupt the Platform;
    • You agree not to use the Platform in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing;
    • and
    • You agree that you will not hold Insurance Toolkits responsible for your use of our Platform
    If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Additionally, if we believe that your actions may harm us or a third party we may suspend or terminate your use of the Platform and we may pursue any legal remedy available to us under applicable law. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Insurance Toolkits reserves the right to suspend or terminate any account at any time
  14. Third Party Integrations

    The Insurance Toolkits Services may offer links to third party websites, applications, or software (collectively “Third Party Website”). Please be aware that Insurance Toolkits is not affiliated with any companies that own the Third Party Website and a link is not an endorsement or recommendation to use any Third Party Website. The Third Party Website is controlled by companies that are not under the control of Insurance Toolkits and Insurance Toolkits shall have no ability to control the availability of or your access with any Third Party Website. You agree to release us from any liability related to your use of any Third Party Website and indemnify us for your use of any Third Party Website. In order to use any Third Party Website you may be required to agree that company’s Terms of Use. We are not a party to any contracts that you enter into with any companies that control any Third Party Website and are not responsible for Third Party Website payment, errors, or service issues.
  15. Free Trials

    Insurance Toolkits may offer the Platform or the Insurance Toolkits Services on a free trial basis Insurance Toolkits reserves the right to discontinue any free trials for users at any time and without liability to us. Where you have signed up for a free trial, you agree at the expiration of your free trial you may be automatically subscribed to the Insurance Toolkits Services and your payment method on file may be charged.
  16. Subscriber Payments

    Subscriber agrees to pay for all costs, fees, and taxes listed when purchasing access to the Platform including any recurring subscriptions. Where you have properly paid for a subscription we shall grant you access the Insurance Toolkits Services and Platform. In addition, Subscriber agrees to timely pay any and all fees as charged. Subscriber may upgrade or downgrade its subscription at any time. Subscriber authorizes Insurance Toolkits or its third party payment processors to charge their method of payment on file at the time of purchase. Where applicable, you must agree to our third party payment processors’ terms and conditions for processing payments. All prices are listed in US Dollars. All information that you provide in connection with a payment or transaction must be accurate, complete, and current. Where you have failed to pay or where payments are overdue, Insurance Toolkits may suspend or terminate your access to the paid portions of the Platform and the associated Insurance Toolkits Services, without liability to us.
  17. Automatic Subscriber Renewals

    Where a Subscriber has purchased a subscription, your payment information shall be logged for your convenience. IF YOUR ACCOUNT HAS BEEN SET UP FOR AUTOMATIC BILLING, INSURANCE TOOLKITS MAY CHARGE YOU AUTOMATICALLY AND ON A RECURRING BASIS, UNLESS YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR AUTOMATIC PAYMENT VIA YOUR ACCOUNT DASHBOARD. ADDITIONALLY, YOU AUTHORIZE US TO BILL YOU ON A RECURRING BASIS AND AGREE THAT YOUR SELECTED SUBSCRIPTION SHALL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS (OF THE SAME LENGTH AS YOUR INITIAL SUBSCRIPTION) UNTIL WE ARE NOTIFIED OTHERWISE. YOU AGREE THAT NO ADDITIONAL CONSENT IS REQUIRED BY YOU TO CHARGE YOUR PREFERRED PAYMENT METHOD AUTOMATICALLY AND ON AN AUTOMATICALLY RENEWABLE BASIS FOR THE SUBSCRIPTION.
  18. Refunds for Subscription

    We want you to be satisfied with the Insurance Toolkits Services; however, no refunds will be permitted after the start of your paid subscription. Where you are eligible for a free trial period, you may cancel your trial at any time during that period without payment. If you have any questions regarding the subscription or our policies, please contact us.
  19. Taxes

    Where Insurance Toolkits does not charge you taxes for any subscriptions, you agree to pay any and all applicable taxes. Subscriber agrees that Insurance Toolkits cannot and will not provide Subscriber with any tax advice and any such questions should be directed to Subscriber’s tax attorney or other tax professional.
  20. Pricing and Price Increases

    The pricing for all paid subscriptions is listed on the Insurance Toolkits Platform or within your account. Additionally, Insurance Toolkits may increase the price of any paid subscriptions or any associated fees, at our discretion and we reserve the right to do so at any time. In the event of a price increase, Insurance Toolkits shall notify you and you will have the chance to accept or reject any price increase. Please notify us if you intend to reject a price increase. Where you have rejected a price increase this Agreement may be terminated immediately at our discretion. You agree that Insurance Toolkits has no obligation to offer any services for the price originally offered to you at sign up.
  21. Subscriber Account Holds

    From time to time, Insurance Toolkits may place a hold (“Hold”) on a Subscriber’s account. Some of the reasons that we may place a Hold on Subscriber’s account include but are not limited to the following: (1) if we have reason that your services offered or your actions have violated this Agreement, may harm our business, are deceptive, misleading, unlawful, or have harmed a third party or interfere with a third party contractual right; (2) at the request of our payment processors or due to delayed payment; or (3) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations. If you have questions about a Hold we may have placed on your account, or need information about how to resolve the Hold, please contact us. Additionally, we may suspend Subscriber’s access to the Platform while such Hold is in place.
  22. Termination of Your Subscription

    You may cancel your subscription at any time via your Insurance Toolkits dashboard or by contacting us via the Platform. Please be aware that upon termination of your account, access to all or portions of our Platform may be become immediately disabled and any User Content stored may not be retained and we shall have no liability to you in regards to any retention of your User Content. We may terminate this Agreement with you if we determine that: (1) you have violated any applicable laws while using our Platform; (2) if you have violated any portion of this Agreement or any of our Platform policies; or (3) if we believe that any of your current or future actions may legally harm Insurance Toolkits, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.
  23. Platform Security

    While Insurance Toolkits employs HIPAA safeguards and encryption, please be aware that Insurance Toolkits can make no guarantees regarding any Platform security. You agree to exercise caution and common sense when using the Platform and please be aware that some or all portions of the Insurance Toolkits Services may be accessible by third parties based on Subscriber’s settings or any third party integrations, Subscriber is solely responsible for any access by such third parties, whether such access is permitted or un-permitted.
  24. Platform Availability

    Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform may not always be either 100% reliable or available. Only Subscribers who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results.
  25. Support

    Where a Subscriber requires support for the Platform, please contact us via our Platform.
  26. Modification of Platform

    We reserve the right to alter, modify, update, or remove the Platform or any portions thereof, at any time at our discretion. We reserve the right to discontinue previously offered features or functionality at our sole discretion and without prior notice. We are not liable to you or to any third party for any modification, suspension, or discontinuance of any feature or component of any portion of the Platform or the Insurance Toolkits Services. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by the Platform without notice to you.
  27. Idea Submission

    Insurance Toolkits or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to Insurance Toolkits. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Insurance Toolkits’ products might seem similar to ideas you submitted to Insurance Toolkits. Where you submit any Submission, whether solicited or unsolicited, you agree that: (1) your Submissions and their contents will automatically become the property of Insurance Toolkits, without any compensation to you; (2) Insurance Toolkits may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for Insurance Toolkits to review the Submission; and (4) there is no obligation to keep any Submissions confidential.
  28. Disclaimer

    THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER INSURANCE TOOLKITS, NOR ANY OF OUR EMPLOYEES, DIRECTORS, OFFICERS, ASSIGNS, AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM OR ANY INSURANCE TOOLKITS SERVICES; (2) ANY INFORMATION OR USER CONTENT PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO INSURANCE TOOLKITS, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. INSURANCE TOOLKITS DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM IS FREE FROM ANY HARMFUL COMPONENTS. INSURANCE TOOLKITS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. INSURANCE TOOLKITS DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND INSURANCE TOOLKITS SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES. INSURANCE TOOLKITS DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE INSURANCE TOOLKITS PLATFORM AND/OR ANY SERVICES. INSURANCE TOOLKITS DOES NOT CONTROL ANY THIRD PARTY LINKS, SERVICES, SOFTWARE AND INFORMATION ON THE PLATFORM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, INSURANCE TOOLKITS MAKES NO WARRANTIES REGARDING THIRD PARTY WEBSITE AND INFORMATION INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD PARTY WEBSITE.
  29. Limitation of Liability

    IN NO EVENT SHALL INSURANCE TOOLKITS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE INSURANCE TOOLKITS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (1) DEATH OR PERSONAL INJURY CAUSED BY INSURANCE TOOLKITS’S NEGLIGENCE OR THAT OF ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS; (2) FRAUDULENT MISREPRESENTATION; OR (3) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR PLATFORM OR ONE HUNDRED USD, WHICHEVER IS GREATER.
  30. Indemnity

    You agree to defend, indemnify and hold harmless Insurance Toolkits, its officers, directors, employees, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
    • your or your authorized user’s use of and access to the Insurance Toolkits Platform;
    • your violation of any term of this Agreement; or
    • your violation of any third party right, including without limitation any copyright, property, or contractual right.
    This defense and indemnification obligation will survive this Agreement and your use of the Insurance Toolkits Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
  31. Copyrights

       Takedown Notice
    We take copyright infringement very seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using our Platform, please send us a message which contains:
    • Your name.
    • The name of the party whose copyright has been infringed, if different from your name.
    • The name and description of the work that is being infringed
    • The location on our Platform of the infringing copy.
    • A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
    • A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.
    You must sign this notification and send it to our Copyright Agent: Copyright Agent of Insurance Toolkits, Insurance Toolkits, LLC 426 Ohio Ave, Wilmington, Delaware 19805, United States of America.

       Counter Notice
    In the event that you receive a notification from Insurance Toolkits stating content posted by you has been subject to a DMCA takedown, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:
    • Your name, address, email and physical or electronic signature.
    • The notification reference number (if applicable).
    • Identification of the material and its location before it was removed.
    • A statement under penalty of perjury that the material was removed by mistake or misidentification.
    • Your consent to the jurisdiction of a federal court in the district where you live (if You are in the U.S.), or Your consent to the jurisdiction of a federal court in the district where Your service provider is located (if you are not in the US).
    • Your consent to accept service of process from the party who submitted the takedown notice.
    Please be aware that we may not take any action regarding your counter-notice unless Your notification strictly complies with the foregoing requirements. Please send this counter-notice to: Insurance Toolkits, LLC 426 Ohio Ave, Wilmington, Delaware 19805, United States of America.
  32. Choice of Law

    This Agreement shall be governed by the laws in force in the state of Delaware. The offer and acceptance of this contract is deemed to have occurred in the state of Delaware.
  33. Disputes

    Any dispute relating in any way to your visit to the Platform or the Insurance Toolkits Services shall be submitted to confidential arbitration in Wilmington, DE. Arbitration under this Agreement shall be conducted pursuant to the applicable Commercial Rules (“Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where permitted by the Rules, both parties may make any and all appearances telephonically, in written briefs, or electronically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), or make a claim for nonpayment, in a court of appropriate jurisdiction, and issues of intellectual property ownership or infringement may be decided only by a court of appropriate jurisdiction and not by arbitration. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within Wilmington, DE.
       Opt-Out
    You may opt-out of this dispute resolution provision by notifying Insurance Toolkits within 30 days of the date on which you entered into this Agreement or purchased a subscription, whichever is earlier. You must do so by writing to Insurance Toolkits, LLC 426 Ohio Ave, Wilmington, Delaware 19805, United States of America attn: Arbitration Opt-Out, and you must include your name, address, account information, and a clear statement that you do not wish to resolve disputes with Insurance Toolkits through arbitration. Where you opt out of arbitration, all disputes shall be heard in a court of competent jurisdiction located within Wilmington, DE.
  34. Class Action Waiver

    You and Insurance Toolkits agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.
  35. Severability

    In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement or any other agreement you may have with Insurance Toolkits are deemed to conflict with each other’s operation, Insurance Toolkits shall have the sole right to elect which provision remains in force.
  36. Non-Waiver

    You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Access, Payment, Indemnification, and Arbitration sections.
  37. Entire Agreement

    This Agreement along with the Privacy Policy constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Where this Agreement expressly and directly conflicts with the Privacy Policy, this Agreement shall control. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Where this Agreement conflicts with our Privacy Policy or any other documentation listed on our website this Agreement shall supersede and control.
  38. Amendments

    We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform.
  39. Electronic Communications

    The communications between you and Insurance Toolkits use electronic means, whether you visit the Platform or send Insurance Toolkits e-mails, or whether Insurance Toolkits posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from Insurance Toolkits in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Insurance Toolkits provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
  40. Relationship of Parties

    This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Subscriber and Insurance Toolkits. The relationship of the parties is as independent contractors. Subscriber has no authority (and shall not hold himself or herself out as having authority) to bind Insurance Toolkits and Subscriber shall not make any agreements or representations on Insurance Toolkits’ behalf without Insurance Toolkits’ prior written consent.
  41. California Users

    Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Insurance Toolkits must be sent to our agent for notice to:
    Insurance Toolkits, LLC 426 Ohio Ave, Wilmington, Delaware 19805, United States of America.