- Customer Terms of Service, and
- Payor Terms of Service and Payment Authorization.
You should carefully read these Website Terms before using any part of the Website. By accessing or using this Website, you agree to these Website Terms and any disclaimers and terms and conditions stated on the Website.
It is important that you, as a visitor to the Website, are aware of your legal rights and obligations when using the Website. PLEASE READ THESE WEBSITE TERMS CAREFULLY BEFORE USING THE WEBSITE, BECAUSE THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. If you do not agree to be bound by these Website Terms, do not use the Website.
- ELIGIBILITY. We operate the Website for insurance companies, their partners, insureds, and other payors. The Website is available to such persons residing in the United States who can form legally binding agreements under applicable law. Any use or access by anyone under the age of 13 is not permitted. Access to the Website may be prohibited in certain countries outside the United States. If you access the Website from outside the United States, you do so at your own risk and are responsible for complying with the laws and regulations of your territory of access.
- ACCESS TO THE SITE. We grant you a limited right to access and make informational, personal and (except as provided by the Customer Terms of Service) non-commercial use of the Website and Company Properties (defined in Section 4 below). You may download material on the Website for non-commercial, personal use provided you retain all copyright, trademark and other proprietary notices contained in the material, do not modify or alter the material, and do not copy or post the material on any network computer or broadcast the material in any media.
- OWNERSHIP OF COMPANY PROPERTIES. The Website and all the information, features, services, and content available on the Website (each, a “Company Property” and collectively, the “Company Properties”) are protected by copyrights, trademarks, patents, or other proprietary rights, and these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed. All Company Properties are protected by copyright laws throughout the world. Except as expressly authorized or licensed, you may not copy, modify, delete, publish, transmit, participate in the transfer or sale, lease or rental of, create derivative works from or in any way exploit any of the Company Properties, in whole or in part. The software, applications, algorithms, and technology used to provide the Website and functionality remain the exclusive property of us or our vendors and licensors.
- ESTABLISHING A PROFILE. To use certain features of the Website, you may be required to establish a username and password, or otherwise authenticate your identity, to create a user profile on the Website (“Profile”) or establish an Account in accordance with the Customer Terms of Service. Each person setting up a Profile on the Website is responsible for keeping Profile information confidential. You agree that you are solely responsible for any communications, payments, or other uses conducted via your Profile. You certify that all information you provide in connection with your Profile is true, accurate, current, and complete and you are responsible for updating such information. If we believe the information is not accurate, current, or complete, we have the right to terminate or suspend your access to your Profile.
- FEATURES AND CHANGES TO THE SITE. We may from time to time make changes, delete, adapt, or make available additional features on the Website, without any notice or obligation to you, in our sole discretion. Those features and any changes or updates are subject to these Website Terms and any other applicable terms and conditions associated with them on the Website, as those may be updated from time to time.
- THIRD PARTY SERVICES
7.1 Our Customers and their Users (as such terms are defined in the Customer Terms of Service) may use the Website to provide services to you in connection with your insurance policy and you may make payments to or otherwise manage your insurance policy with such Customers on the Website. We make a conscientious effort to display and describe the Customer’s services and related specifications available on the Website accurately based on information we receive from the Customer. We do not guarantee that the Customer’s services or specifications displayed on the Website are or will remain accurate or that the Customer’s services will remain available through the Website. We do not certify, endorse, or make any representations or warranties of any kind regarding the Customers or their services, including, without limitation, any representations as to the quality, reliability, or performance of their services. You agree that you must evaluate, and bear all risks associated with, the Customer’s services. You should contact the Customer directly with any questions or errors regarding your insurance policy.
7.3 The Website may contain links to sites operated by third parties (“Linked Sites”). Links to Linked Sites are provided for your convenience only. We make no representations about any Linked Site or any representation or warranty as to any products or services provided on such Linked Sites. We have no control over the content on any Linked Site.
- SUBMISSIONS. Any comments or suggestions submitted to us, through the Website or otherwise communicated to us, will become our property upon submission. This policy is intended to avoid the possibility of future misunderstandings when projects developed by us might seem to others to be similar to their own submissions or comments.
- REPRESENTATION AND WARRANTY; ACCEPTABLE AND RESTRICTED USES.
9.1 As a condition of your use of the Website, you warrant to us that you will not use the Website for any purpose that is unlawful or prohibited by these Website Terms. You agree not to obtain or attempt to obtain any materials or information not intentionally made available to you on the Website. You agree that you will comply with applicable laws and regulatory requirements and provide accurate and truthful information.
9.2 You agree that you will not: (a) provide false or misleading content, profile, or account information; (b) use the profile, account, user ID, password, or personal information of another person or disclose your or another person’s account information to others; (c) use the Website to make a payment to any person other than for amounts due and payable in accordance with the terms of your insurance policy; (d) impersonate another person, user, or any Company staff, employee, or representative, or imply that any statements you make, any content you provide, or your services are endorsed or approved by us; (d) license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit Company Properties or any portion of Company Properties; (e) frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form); (f) use any metatags or other “hidden text” using our name or trademarks; (g) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Company Properties, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (h) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape,” “crawl” or “spider” any pages contained in Company Properties, introduce viruses, worms, or similar harmful code into Company Properties, or interfere or attempt to interfere with use of Company Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Company Properties; (i) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit Company Properties in any form or by any means; and (j) remove or destroy any copyright notices or other proprietary markings contained on or in Company Properties.
- LINKING TO THE WEBSITE. Linking to any page of the Website other than to www.functionalfi.com through a plain text link is strictly prohibited in the absence of our written consent. Any website or other device that links to the www.functionalfi.com is prohibited from (a) replicating Company Properties; (b) framing or using border around the Company Properties; (c) implying in any fashion that we are associated with that website or is endorsing that website or its products; (d) misrepresenting any state of facts, including its relationship with us; and (f) using any of our logos or trademarks without our express written permission.
- DISCLAIMER OF WARRANTIES.
11.1 YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE AND AGREE THAT NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARE MADE BY COMPANY AND ITS AFFILIATES, SUBSIDIARIES, DESIGNEES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY PROVIDERS, CONTRACTORS, DISTRIBUTORS, LICENSORS AND COMPANY AND ITS AFFILIATES, SUBSIDIARIES, DESIGNEES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY PROVIDERS, CONTRACTORS, DISTRIBUTORS, LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
11.2 NEITHER COMPANY AND ITS AFFILIATES, SUBSIDIARIES, DESIGNEES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY PROVIDERS, CONTRACTORS, DISTRIBUTORS, LICENSORS MAKE ANY WARRANTY THAT (a) THE WEBSITE WILL MEET YOUR REQUIREMENTS; (b) THE WEBSITE WILL BE UNINTERRUPTED, AVAILABLE FOR ANY LENGTH OF TIME, SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS; AND (e) ANY ERRORS OR DEFECTS IN THE SITE WILL BE CORRECTED.
11.3 ANY MATERIAL UPLOADED/DOWNLOADED OR OTHERWISE OBTAINED FROM THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK; NEITHER COMPANY AND ITS AFFILIATES, SUBSIDIARIES, DESIGNEES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY PROVIDERS, CONTRACTORS, DISTRIBUTORS, LICENSORS SHALL BE LIABLE, AND YOU WILL BE SOLELY RESPONSIBLE, FOR ANY AND ALL LOSS, OR CORRUPTION, OF DATA UPLOADED OR INPUTTED BY YOU THROUGH THE USE OF THE WEBSITE, AND ALL SERVICING, REPAIR, OR CORRECTION AND ANY DAMAGE TO YOUR HARDWARE AND SOFTWARE THAT MAY RESULT FROM THE USE OF THE WEBSITE.
11.4 Please note that some jurisdictions may not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
- EXCLUSION OF LIABILITY.
12.1 YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. IN NO EVENT WILL COMPANY AND ITS AFFILIATES, SUBSIDIARIES, DESIGNEES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY PROVIDERS, CONTRACTORS, DISTRIBUTORS, LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OF DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE LOSS OF DATA AND/OR THE USE OR THE INABILITY TO USE THE WEBSITE; (b) THE COST OF PROCUREMENT OF SERVICES RESULTING FROM ANY DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (e) ANY OTHER MATTER RELATING TO THE WEBSITE. IN ADDITION, WE DO NOT ASSUME ANY LIABILITY, AND YOU EXPRESSLY WAIVE ANY CLAIM AGAINST US, FOR ANY INSURANCE POLICIES FOR WHICH PAYMENT IS MADE OR PREMIUM FINANCING PURCHASE, THROUGH THE USE OF THE WEBSITE OR SERVICES, NOR DO WE MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING SUCH INSURANCE POLICIES OR PREMIUM FINANCE AGREEMENTS.
12.2 Please note that some jurisdictions may not allow the limitation or exclusion of liability for certain damages, so some of the above limitations and exclusions may not apply to you.
12.3 If you are dissatisfied with any portion of the Website, or with any of these Website Terms, your sole and exclusive remedy is to discontinue using the Website.
- INDEMNIFICATION BY YOU. You agree to indemnify, defend, and hold harmless Company and its affiliates from and against any and all claims, suits, demands, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees and related expenses, arising from or related to (a) your use of the Website or Company Properties, (b) any suit between you and a third party related to your use of the Website or Company Properties (including any insurance policy or premium finance agreement), or (c) any breach by you of these Website Terms.
- SEVERABILITY; ENTIRE AGREEMENT. If any part of these Website Terms is determined to be invalid or unenforceable pursuant to applicable law, then the remainder shall continue in effect. These Website Terms represent the entire agreement between you and us with respect to access and use of the Website and supersede any prior statements or representations.
- TERMINATION. We reserve the right, in our sole discretion, to terminate or refuse your access to any or all of the Website and the related services or disable your account at any time, without notice and for any reason. We also reserve the right to modify, terminate, or withdraw the Website or any Company Properties on the Website at any time without notice.
- GOVERNING LAW. The laws of the State of New York will govern these Website Terms without giving effect to any principles or conflicts of laws.
- HOW TO CONTACT US. If you have any questions regarding the Website or these Website Terms, you may contact us via mail at 548 Market St PMB 68044, San Francisco, CA 94104, or via email at email@example.com. Although we will in most circumstances be able to receive your communication, we do not guarantee that we will receive all such communications timely and accurately and we shall not be legally obligated to read, act on, or respond to any such communication. Be aware that e-mail typically is not secure.
CUSTOMER TERMS OF SERVICE
These Customer Terms of Service, along with any other agreements incorporated herein by reference (collectively, the “Agreement”), are a contract between the Company and the Customer using the Services (“you”, “your”, or “yourself”). A “Customer” is the individual, sole proprietorship, corporation, general or limited partnership, limited liability company, or other legal entity that creates an Account.
This Agreement governs your use of the Services through the Website. By accepting this Agreement, you agree to comply, and to cause any person you authorize to use the Services on your behalf (each a “User” and collectively, the “Users”) to comply, with this Agreement. If you do not agree to be bound by this Agreement you may not access or use the Services.
PLEASE BE AWARE THAT SECTION 19 (DISPUTE RESOLUTION) OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.
PLEASE BE AWARE THAT SECTION 10 (COMMUNICATIONS) OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, CALLS, AND PUSH NOTIFICATION.
- SERVICES. Through the Website, we may make available certain services which allow you to collect payments from your insureds or other payors, maintain your Account, and access any additional service we may provide (each a “Service” and collectively, the “Services”). The Services are designed to be used by insurance companies and their partners. We are not a bank or financial institution, and we do not offer banking services as defined by the United States Department of Treasury or other applicable law. In addition, we do not assume any liability, and you expressly waive any claim against us, for any insurance policies for which payment is made via the Services, nor do we make any representations or warranties regarding such insurance policies.
1.1 ACH Transfer Services. We may permit you to initiate ACH debits and credits (each an “ACH Transfer”) through your Account (“ACH Transfer Services”). We partner with Moov Financial Inc. (“Moov”) to provide the ACH Transfer Services. The ACH Transfer Services are subject to the Moov Platform Agreement, available at https://moov.io/legal/platform-agreement, as such agreement may be amended from time to time by Moov (“Moov Platform Agreement”), which is incorporated herein by reference. By using the ACH Transfer Services, you agree to comply with all terms set forth in the Moov Platform Agreement. You will not be able to use the ACH Transfer Services until you have reviewed and accepted the Moov Platform Agreement. For any disputes or questions related to the ACH Transfer Services, you should contact Moov in accordance with the Moov Platform Agreement.
1.2 Card Payment Services. We may permit you to accept credit or debit card payments (each a “Card Payment”) through your Account (“Card Payment Services”). We partner with a third party (“Card Services Vendor”) to provide the Card Payment Services. The Card Payment Services are subject to the Sub-Merchant Agreement, as such agreement may be amended from time to time by the Card Services Vendor (“Sub-Merchant Agreement”), which is incorporated herein by reference. The Card Services Vendor is a party to this Agreement solely in connection with the Card Payment Services. By using the Card Payment Services, you agree to comply with all terms set forth in the Sub-Merchant Agreement. You will not be able to use the Card Payment Services until you have reviewed and accepted the Sub-Merchant Agreement.
1.3 Premium Finance Services. We may permit you and/or your Users to obtain certain premium finance services (as applicable, “Premium Finance Services”) through your Account. We do not currently provide premium financing, and any such Premium Finance Services would initially be provided by a third party (the “PF Vendor”), which PF Vendor would be responsible for the provision of such Premium Finance Services. We do not assume any liability for any such Premium Finance Services, nor do we make any representations or warranties regarding such Premium Finance Services. Any such Premium Finance Services are subject to such premium finance loan agreement(s) and other related agreement(s) as such PF Vendor may require from time to time in respect of such Premium Finance Services (the “Premium Finance Agreements”), and by using any such Premium Finance Services you and any applicable Users agree to comply with all terms set forth in the Premium Finance Agreements. To the extent any Customer’s agreement(s) with us or any of our affiliates or any PF Vendor provide for any fee sharing or other incentives in relation to usage of Premium Finance Services through our platform, such Customer and its Users will comply, and by using such Premium Finance Services through the Website you agree to comply, with all applicable agreements with the PF Vendor in relation to such fees, including any requirements regarding eligible premium finance loans and receivables referred to the PF Vendor and any applicable offset amounts and related obligations.
1.4 You may provide us with your bank account information in connection with certain Services. You authorize us to verify such account information is valid and to periodically review the balance and transaction information in connection with the Services. You understand that we may use a third party to conduct any such verification or review.
1.5 Other Services. Your use of, and participation in, certain Services may be subject to additional terms, as such may be amended from time to time (“Supplemental Terms”), which are incorporated herein by reference, and may be presented to you for your acceptance when you sign up to use a Service. If this Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.
- YOUR ACCOUNT.
2.1 Your Account. In order to access the Services, you are required to create an account with us (“Account”). You agree to use your Account only for business or commercial purposes.
2.2 Registration. In creating an Account, you must provide certain information about yourself as prompted by the registration form (the “Registration Data”). You certify that all Registration Data you provide is true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of Company Properties (or any portion thereof) as defined in Section 6.1 below. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.
2.3 You represent that you are (a) of legal age to form a binding contract, if an individual Customer, or duly authorized to enter agreements on behalf of the Customer, if a legal entity Customer; (b) not a person barred from using Company Properties under the laws of the United States, your place of residence, or any other applicable jurisdiction; and (c) duly organized, validly existing, and in good standing under the laws of the state of formation, if a legal entity Customer. You agree not to create an Account or use Company Properties if you have been previously removed by Company, or if you have been previously banned from any Company Properties.
2.4 You agree to keep all Registration Data up to date and to notify us immediately of any changes to your Registration Data by updating your Account or emailing us at firstname.lastname@example.org. Updating certain Registration Data may require our review and approval which may result in processing delays. We are not liable for any fees, costs, or other losses incurred as a result of such delays.
3.1 When creating an Account, you must identify a User to act as the administrator for the Account (“Administrator”). The Administrator is responsible for overseeing your Account and identifying and setting permissions for other Users. There must be at least one Administrator at all times. You may designate more than one Administrator. We may impose a limit on the number of Administrators for your Account.
3.2 When registering each User, we may collect certain information, including a name, e-mail address, telephone number, or other identifying information about the User You certify that all such information is true, accurate, current, and complete. You agree to keep all information up to date and to notify us immediately of any changes to the information.
3.3 You are responsible for all activities that occur under your Account by any User, regardless of whether you authorized or intended such action, until such time as you remove the User from your Account.
- ACCOUNT SECURITY.
4.1 Each User must maintain a valid username and password to access your Account. You are responsible for ensuring the security of all passwords and must prevent Users from sharing their password with anyone. We reserve the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.
4.2 In addition to a username and password, we may require additional security procedures (collectively, the “Security Procedures”) to access certain Services, including the ACH Transfer Services. You agree that such Security Procedures constitute a commercially reasonable method of limiting access to the Services to those persons you have authorized. You agree to be bound by all ACH Transfers, whether or not authorized, initiated through your Account and accepted by us in accordance with the Security Procedures. You further agree that the Security Procedures are not designed to detect errors in any payment instructions.
4.3 You agree to notify us immediately of any unauthorized use of any password, unauthorized access to any Services, or any other breach of security and to exit from your Account at the end of each session.
- RESPONSIBILITY FOR CONTENT.
5.1 Types of Content. You acknowledge that all data, information, materials, documents, or other content (collectively, “Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not Company, are entirely responsible for all Content that you upload, post, e-mail, transmit, or otherwise make available (“Make Available”) through Company Properties (“Your Content”).
5.2 Storage. Unless expressly agreed to by Company in writing elsewhere, Company has no obligation to store any of Your Content that you Make Available on Company Properties. Company has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Company Properties.
- USE OF THE SERVICES AND COMPANY PROPERTIES.
6.1 Copyright. The Website, the Services, and the information and content available on the Website and the Services (each, a “Company Property” and collectively, the “Company Properties”) are protected by copyright laws throughout the world.
6.2 License and Use. We grant you a limited, revocable, non-exclusive, non-transferable right during the Term to use and access the Services. The Services, and all information provided in connection with the Services, are licensed, not sold, to you. By using the Services, you agree to comply with all applicable laws and payment network rules. You agree to access and use the Card Payment Services only to process payments from Insured Parties in accordance with Section 10.
6.3 Updates. You understand that Company Properties are evolving. As a result, we may require you to accept updates to Company Properties that you have installed on your computer or mobile device. You acknowledge and agree that we may update Company Properties with or without notifying you. You may need to update third-party software from time to time in order to use Company Properties.
6.4 Equipment. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You are also responsible for maintaining the security of the Equipment, Account, User passwords, and files, and for all uses of the Account or the Equipment by each User.
6.6 Third Party Providers. You understand that you may need to access third party websites or applications when using certain Services. You agree that we do not control such websites or applications, including their availability for use, and we are not responsible or liable for any damages caused by such third parties.
- CUSTOMER RESTRICTIONS AND RESPONSIBILITIES.
7.1 You will not, directly or indirectly: (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit Company Properties or any portion of Company Properties; (b) frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form) of Company; (c) use any metatags or other “hidden text” using Company’s name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape,” “crawl” or “spider” any pages contained in Company Properties, introduce viruses, worms, or similar harmful code into Company Properties, or interfere or attempt to interfere with use of Company Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Company Properties; (f) except as expressly stated herein, no part of Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (g) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Company Properties. Any future release, update, or other addition to Company Properties shall be subject to this Agreement. Company, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Company Property terminates the licenses granted by Company pursuant to the Agreement.
7.2 You may not remove or export from the United States or allow the export or re-export of the Services, anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
7.3 You agree not to use Company Properties for any purpose that is prohibited by this Agreement or by applicable law.
7.4 You shall not take any action or Make Available any Content on or through Company Properties that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, including making fraudulent payments, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves activities such as contests, sweepstakes, barter, advertising, or pyramid schemes without Company’s prior written consent; (e) impersonates any person or entity, including any employee or representative of Company; (f) interferes with or attempt to interfere with the proper functioning of Company Properties or uses Company Properties in any way not expressly permitted by this Agreement; or (g) attempts to engage in or engage in, any potentially harmful acts that are directed against Company Properties, including but not limited to violating or attempting to violate any security features of Company Properties.
8.1 ACH Transaction Fees. We may charge you fees in connection with ACH Transfers processed through the ACH Transfer Services (each an “ACH Transaction Fee” and collectively “ACH Transaction Fees”). These ACH Transaction Fees include, but are not limited to, per transfer fees, returned transfer fees, stop payment fees, fees related to your non-compliance with payment network rules, and other fees imposed by payment networks or the third parties we partner with to offer the ACH Transfer Services to you. We may deduct ACH Transaction Fees from amounts we receive from Moov, or any other third party, on your behalf in connection with the Services. The ACH Transaction Fees are set forth in the services agreement you complete after creating your Account (“SAAS Services Agreement”). We may modify the ACH Transaction Fees at any time in our sole discretion and without advance notice to you. We will provide information about such changed ACH Transaction Fees to you via email or through your Account. If you do not agree to any change, you shall stop using the ACH Transfer Services. Otherwise, your continued use of the ACH Transfer Services constitutes your acceptance of such change.
8.2 Card Processing Fees. We may charge you fees in connection with Card Payments processed through the Card Payment Services (each a “Card Processing Fee” and collectively “Card Processing Fees”). These Card Processing Fees include, but are not limited to, per payment fees, chargeback fees, card account update fees, fees related to your non-compliance with payment network rules, and other fees imposed by payment networks or the third parties we partner with to offer the Card Payment Services to you. We may deduct Card Processing Fees from amounts we receive from the Card Services Vendor, or any other third party, on your behalf in connection with the Services. The Card Processing Fees are set forth in your SAAS Services Agreement. We may modify the Card Processing Fees at any time in our sole discretion and without advance notice to you. We will provide information about such changed Card Processing Fees to you via email or through your Account. If you do not agree to any change, you shall stop using the Card Payment Services. Otherwise, your continued use of the Card Payment Services constitutes your acceptance of such change.
8.3 Service Fees. We may charge you a fee to use the Services (“Service Fee”). The Service Fee and the time such fee is payable are set forth in your SAAS Services Agreement. We may modify the Service Fee at the end of the Initial Service Term or each Renewal Term by providing notice to you at least thirty (30) days before the start of each Renewal Term.
8.4 Additional Fees or Amounts Owed to Us. If your use of the Services requires the payment of additional fees (per the terms of this Agreement or any supplemental statement of work or addenda hereafter mutually agreement between you and us) or results in amounts owed to us (including under the terms of the indemnity provisions herein or as otherwise agreed between you and us), you will be billed for such amounts and you agree to pay the amounts owed in the manner set forth in Section 9.
8.5 Fee Disputes. We will provide you with an invoice or billing statement (“Statement”) identifying the amounts billed to you and amounts credited to you each billing period. If you believe that any ACH Transaction Fee, Card Processing Fee, or Service Fee is incorrect, you must notify us no later than sixty (60) days after the date on the Statement on which the incorrect fee appeared, in order to be eligible to receive an adjustment or credit. You must notify us of the fee dispute by emailing us at email@example.com.
8.6 Taxes. The payments required under this section do not include any Tax that we may be required to collect from you in connection with the Services provided under this Agreement. If Company determines it has a legal obligation to collect a Tax from you in connection with this Agreement, we shall collect such Tax in addition to the payments required under this section. If any Services, or payments for any Services, under this Agreement are subject to any Tax in any jurisdiction and you have not remitted the applicable Tax to us, you will be responsible for the payment of such Tax and any related penalties or interest to the relevant tax authority, and you will indemnify us for any liability or expense we may incur in connection with such Taxes. Upon Company’s request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable Taxes. For purposes of this section, “Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
8.7 Free Trials and Other Promotions. Any free trial or other promotion that provides you access to the Services must be used within the specified time of the trial and is subject to any further terms or conditions provided to you in connection with the promotion. At the end of the trial period, your use of the Service will expire, and any further use of the Service is prohibited unless you pay the applicable subscription fee.
- PAYMENT OF FEES.
9.1 You agree to pay all ACH Transaction Fees, Card Processing Fees, Service Fees, and other amounts owed to us at the time they are due and payable. You must provide us with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or bank account and routing information (“Payment Account”) when creating your Account or making a payment through the Website.
9.2 When you authorize payments via the Website, you authorize us to charge your Payment Account for all ACH Transaction Fees, Card Processing Fees, Service Fees, and other amounts owed to us and you agree that the Payor Terms of Service and Payment Authorization will apply to such payments. In the event of an inconsistency between the Payor Terms of Service and Payment Authorization and this Agreement, the terms of this Agreement shall govern.
9.3 Fees not received within thirty (30) days (“Unpaid Fees”) of the due date are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You authorize us to offset the amount of any Unpaid Fees (including any applicable finance charges and collection costs) from amounts we owe to you or that we receive on your behalf from any third party. We may immediately suspend or terminate the Services due to Unpaid Fees.
9.4 You agree to immediately notify us of any change to your Payment Account by emailing us at firstname.lastname@example.org. We reserve the right to change our billing methods at any time.
- COLLECTING PAYMENTS FROM INSURED PARTIES. You may use the Services to send invoices to and collect payments from persons in connection with an insurance policy (“Insured Party”). You certify that all payments you receive from an Insured Party using the Services are for amounts owed in connection with a legitimate, valid insurance policy that has not been cancelled or terminated by the Insured Party.
10.1 You are solely responsible for (a) obtaining proper authorization to debit the Insured Party’s account for payment; (b) obtaining all required consents; (c) providing all required disclosures, notices or other communications in connection with payments and (d) complying with applicable laws and payment network rules for each payment. We may provide you with authorizations, disclosures or other sample terms for you to use. You understand that use of such materials is at your own risk. We do not warrant that such materials comply with applicable laws or network rules, and we will not be liable to you for any deficiencies in such materials.
10.2 You certify that all information you provide about Insured Parties and in connection with invoices and payments from Insured Parties is true, accurate and complete. You understand and agree that we will rely on such information, and we will not be liable for any errors you make in such information.
10.3 In the event an Insured Party disputes a payment, refund, or other charge or credit for any reason (“Dispute”), you agree to cooperate with any investigation related to the Dispute, provide all requested documentation, and comply with the procedures and timelines as set forth in applicable law or payment network rules, including if you wish to challenge a Dispute. You certify that all information or documentation you provide in connection with a Dispute is accurate and complete. You authorize us to provide all information and documentation regarding a Dispute to Moov or the Card Services Vendor.
11.1 The communications between you and us may take place via electronic means. You authorize us, our affiliates, agents, and service providers to send electronic communications to you, including via e-mail, text message, calls, and push notifications. You agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. You agree that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems. Such communications may include but are not limited to operational communications concerning your Account or the use of the Company Properties, updates concerning new and existing features on the Company Properties, communications concerning promotions run by us or our third-party partners, and news concerning the Company and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send.
11.2 Where we require you to provide an e-mail address, you are responsible for providing us with your most current e-mail address and for keeping such e-mail address up to date at all times. In the event that the last e-mail address you provided is not valid, or for any reason is not capable of receiving any notices required or permitted by this Agreement, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
12.1 Company Properties. Except with respect to Your Content, you agree that we own all rights, title and interest in Company Properties. You will not remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Company Properties.
12.2 Your Content. Company does not claim ownership of Your Content. Subject to any applicable account settings that you select, you grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing Company Properties to you.
12.3 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Company through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Company Properties and/or Company’s business.
- CONFIDENTIALITY; PROPRIETARY RIGHTS
13.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (a) to take reasonable precautions to protect such Proprietary Information, and (b) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes generally available to the public, through no wrongful act by the Receiving Party; (ii) was in its possession or known by it prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to it without restriction by a third party; (iv) was independently developed without use of any Proprietary Information of the Disclosing Party; or (v) is required to be disclosed by law.
13.2 Customer shall own all right, title and interest in and to the Customer Data, except for such data collected in connection with any payments we process through the Services as to which each of us shall be entitled to exercise rights, title, and interest of ownership. Company shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, including without limitation any such improvements, enhancements or modifications in response to or reflecting any input, suggestions, requests or feedback from Customer, as applicable; (b) any software, applications, inventions or other technology developed in connection with any implementation services or support; and (c) all intellectual property rights related to any of the foregoing.
13.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (b) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
- INDEMNIFICATION. You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Company Party” and collectively, the “Company Parties”) harmless from any claims, demands, suits, damages, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of any Company Property; (c) your violation of this Agreement, including your violation of any provisions contained in the Moov Platform Agreement; (d) any dispute or claim between you and a third party, including any dispute related to any insurance policies or premium finance agreements; (e) your violation of any rights of another party; and (f) your violation of any applicable laws, rules, or regulations, including applicable payment network rules. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any of the Company Parties for any fraud, gross negligence, or willful misconduct by such Company Party in connection with the Company Properties provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Services, this Agreement, and/or your access to Company Properties.
- DISCLAIMER OF WARRANTIES AND COVENANTS.
15.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF COMPANY PROPERTIES IS AT YOUR SOLE RISK, AND COMPANY PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. COMPANY PARTIES, INCLUDING THE CARD SERVICES VENDOR, EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR COVENANTS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE COMPANY PROPERTIES.
15.2 COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR COVENANT THAT: (a) COMPANY PROPERTIES WILL MEET YOUR REQUIREMENTS; (b) YOUR USE OF COMPANY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (c) THE RESULTS THAT MAY BE OBTAINED FROM USE OF COMPANY PROPERTIES WILL BE ACCURATE OR RELIABLE.
15.3 THE COMPANY DOES NOT PROVIDE OR OFFER TAX, ACCOUNTING OR OTHER LEGAL ADVICE. THE MATERIAL PREPARED OR MADE AVAILABLE ON THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT INTENDED TO PROVIDE, AND SHOULD NOT BE RELIED ON FOR, TAX, ACCOUNTING OR LEGAL ADVICE. YOU SHOULD CONSULT YOUR OWN TAX, ACCOUNTING AND LEGAL ADVISORS BEFORE UTILIZING OR RELYING ON ANY TAX INFORMATION OR STRATEGIES FOUND OR PROVIDED ON OUR SERVICES.
15.4 THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. COMPANY MAKES NO WARRANTY, REPRESENTATION OR COVENANT WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
15.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH COMPANY PROPERTIES WILL CREATE ANY WARRANTY OR COVENANT NOT EXPRESSLY MADE HEREIN.
15.6 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THIRD PARTIES WITH WHICH WE PARTNER TO PROVIDE PAYMENT SERVICES, AND THAT THE RISK OF INJURY, LOSS AND LIABILITY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
- LIMITATION OF LIABILITY.
16.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL COMPANY PARTIES, INCLUDING THE CARD SERVICES VENDOR, BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF COMPANY PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE COMPANY PROPERTIES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH COMPANY PROPERTIES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON COMPANY PROPERTIES; OR (e) ANY OTHER MATTER RELATED TO COMPANY PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR WILLFUL MISCONDUCT.
16.2 Cap on Liability. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, COMPANY PARTIES LIABILITY TO YOU SHALL NOT EXCEED THE FEES PAID BY YOU TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 3 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (a) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (b) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR WILLFUL MISCONDUCT.
16.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
- MONITORING AND ENFORCEMENT.
17.1 We reserve the right to: (a) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Company Properties or the public, or could create liability for the Company; (b) disclose your identity or other information about you to any third party who claims that Your Content violates their rights, including their intellectual property rights or their right to privacy; (c) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Company Properties; and/or (d) terminate or suspend your access to all or part of the Company Properties for any or no reason, including without limitation, any violation of this Agreement.
17.2 If we become aware of any possible violations by you of this Agreement, we reserve the right to investigate such violations. If, as a result of the investigation, we believe that criminal activity has occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. We are entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Company Properties, including Your Content, in Company’s possession in connection with your use of Company Properties, to (a) comply with applicable laws, legal process, or governmental request; (b) enforce this Agreement, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Company, its Customers or the public, and all enforcement or other government officials, as Company in its sole discretion believes to be necessary or appropriate.
- TERM AND TERMINATION.
18.1 Term. Subject to earlier termination as provided below, this Agreement is for the term agreed between Customer and Company as set forth on your SAAS Services Agreement (the “Initial Service Term”). This Agreement will automatically renew at the end of the Initial Service Term for successive one-year terms (each a “Renewal Term” and, together with the Initial Service Term, the “Term”). Either Company or Customer may terminate this Agreement at the end of the Initial Service Terms or each Renewal Term by providing notice at least thirty (30) days before the start of the next Renewal Term.
18.2 Termination of Services by Company. Company may terminate this Agreement, your Account, or any Service at any time, including if you have materially breached any provision of this Agreement, if we are required to do so by law (e.g., where the provision of the Website or the Services is or becomes unlawful), if required to do so by Moov, the Card Services Vendor, or any other third party we partner with to provide the Services to you, or if your continued access to or use of the Services poses a material risk of harm to us. You agree that all terminations shall be made in Company’s sole discretion and that Company shall not be liable to you or any third party for any termination of your Account or a Service. Upon termination of any Service, your right to use such Service will automatically terminate immediately.
18.3 Termination of Services by You. You may terminate this Agreement upon thirty (30) days advance notice to us if we materially breach this Agreement. You agree to pay for the Services until the effective date of your termination.
18.4 Effect of Termination. Upon any termination, Company will make all Customer Data stored in our systems, which shall not include any Customer Data stored by any third party, available to Customer for electronic retrieval for a period of fourteen (14) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. Termination of your Account or Services may include deletion of your password and all related information, files, and Content associated with your Account, including Your Content. Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, shall survive termination of this Agreement, your Account, or a Service, including without limitation, accrued rights to payment, confidentiality obligations, ownership provisions, warranty disclaimers, and limitation of liability.
18.5 No Subsequent Registration. If your Account is terminated by us due to your violation of any portion of this Agreement, then you agree that you shall not attempt to re-register with or access Company Properties through use of a different name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Company Properties to which your access has been terminated.
- SERVICE AREA. Company Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in all countries. These references do not imply that Company intends to announce or make such Services or Content available in your country. Company Properties are controlled and offered by Company from its facilities in the United States of America. Company makes no representations that Company Properties are appropriate or available for use in locations other than the United States and its territories. Those who access or use Company Properties from other countries do so at their own volition and are responsible for compliance with local law.
- DISPUTE RESOLUTION. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires disputes between you and us (each a “Party” and collectively, the “Parties”) to be resolved through arbitration and limits the manner in which the Parties can seek relief.
20.1 Applicability of Arbitration Agreement. The Parties agree that any dispute, claim, or request for relief relating in any way to your access or use of the Company Properties, or to any aspect of your relationship with us, will be resolved by binding arbitration, rather than in court, except that (a) a Party may assert claims or seek relief in small claims court if the claims qualify; and (b) a Party may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or under any prior version of this Agreement.
20.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, a Party must send a letter requesting arbitration and describing the dispute or claim or request for relief. The letter to us must be sent to our registered agent: CSC, 251 Little Falls Drive, Wilmington, DE 19808. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.
A Party may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where the Party lives or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
20.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Company. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
20.4 Waiver of Jury Trial. YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 19.1 (Application of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
20.5 Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated.
20.6 Severability. Except as provided in Section 19.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
20.7 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with us.
- GENERAL PROVISIONS.
21.1 Release. You hereby release Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your interactions with or conduct of any insurance company and its partners with whom you interact with and/or make payments to via the Services, or any insurance policies related thereto. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
21.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
21.3 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
21.4 Force Majeure. We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
21.5 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York County, New York.
21.6 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
21.7 Notice. Where you are required to provide us notice under the terms of this Agreement, except as otherwise provided herein, you must give notice to us via mail at the following address: 548 Market St PMB 68044, San Francisco, CA 94104, or via email at: email@example.com. Notice provided via mail shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address. Notice provided via email shall be deemed given on the date sent.
21.8 Customer Support. If you have any questions about the Services, you can contact us via the website or email us at firstname.lastname@example.org. You agree to promptly provide us with any information or documentation we request in connection with investigating or resolving your question. You authorize us to share such information or documentation with Moov, the Card Services Vendor, and other third parties as needed to resolve your question.
21.9 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
21.10 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
21.11 Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
PAYOR TERMS OF SERVICE AND PAYMENT AUTHORIZATION
These Payor Terms of Service and Payment Authorization (“Payor Terms”) is an agreement between the person making a Payment (“Payor”) via the Website and us. As used in these Payor Terms, the term “Payee” means the insurance company or other third party that has issued your insurance policy and to which Payment is made; the terms “we”, “us” and “our” mean the Payee and its successors, assigns, agents, Functional Finance Technologies, Inc., and other service providers; and the terms “you” and “your” mean the Payor.
By checking the authorization box and clicking on the designated payment button, you are agreeing to these Payor Terms (including the consent to electronic communications), and you are authorizing us to initiate debit entries to your Payment Method for amounts owed in connection with your insurance policy (each, a “Payment”). You understand and agree that these Payor Terms will remain in full force and effect until terminated as provided below. If you do not agree to these Payor Terms, do not use the Website to make a Payment.
- PAYMENT METHOD.
1.1 Your “Payment Method” is the deposit account, debit card, or credit card you have provided to us via the Website or in any other manner that we agree to accept. You may add or change your Payment Method at any time via your Profile.
1.2 You authorize us to verify your Payment Method is valid by initiating a non-monetary transaction or micro-transactions to your Payment Method or by using a third-party provider.
1.3 You may choose to save your Payment Method information to your Profile. If you do so, we may use such stored Payment Method for future Payments.
1.4 By providing us with your Payment Method, you warrant that you are an authorized user on the Payment Method. If you are agreeing to these Payor Terms on behalf of an organization or entity, you warrant that you are authorized to act on the behalf of such organization or entity.
- AUTHORIZATION FOR PAYMENTS. We may allow you to schedule a Single Payment or to set up Recurring Payments.
2.1 Single Payments. By scheduling a single Payment, you authorize us to initiate a one-time debit to your Payment Method (“Single Payment”) on or after today’s date (“Payment Date”). The amount of such Payment will be the Invoice Total set forth on your most recent Invoice from the Payee or such other amount as you may direct via the Website (“Payment Amount”).
2.2 Recurring Payments. By setting up recurring Payments, you authorize us to initiate a debit to your Payment Method each month (“Recurring Payments”). The Payment will occur on the date set forth on your insurance policy (or related policy documentation provided by the Payee) or on such other date as you may direct via the Website (“Recurring Payment Date”). The amount of such Payment will be the monthly amount due as set forth on your insurance policy (or related policy documentation provided by the Payee) or such other amount as you may direct via the Website (“Recurring Payment Amount”). You understand that you have the right to receive notice if the Recurring Payment Amount will vary from the amount authorized above. We will provide such notice at least 10 days before your next Recurring Payment Date.
2.3 Error Correction; Refunds. You authorize use to initiate a debit or credit to your Payment Method as necessary to correct any error made in processing a Payment or to provide any refund owed to you.
2.4 Reinitiated Payments. If a Payment is rejected or otherwise returned unpaid, you authorize us to reinitiate the Payment in accordance with applicable laws and payment network rules. We may choose whether to reinitiate a Payment in our sole discretion.
3.1 We may terminate your ability to use the Website to make Payments at any time in our sole discretion.
3.2 Your authorization will remain in force until you terminate these Payor Terms or terminate your insurance coverage. You should contact the Payee directly if you wish to terminate your insurance coverage. You understand and agree that your authorization will remain effective for each renewal of your insurance policy.
3.3 You may terminate these Payor Terms or cancel a Recurring Payment by emailing us at email@example.com at least 3 days before your next Recurring Payment Date. You understand that we process most Single Payments on the same day we receive your Single Payment instruction. If you do not provide such advance notice for a Recurring Payment or wish to cancel a Single Payment, we may honor your request if we have not yet begun to process your Payment, but you understand that we are under no obligation to do so and we will not be liable to you in the event the Payment is processed.
- CHANGES TO PAYOR TERMS. We reserve the right to change these Payor Terms in our sole discretion at any time. When changes are made, we will make a new copy of these Payor Terms available on this webpage.
6.1 All Payments will be processed in U.S. dollars.
6.2 You understand these Payor Terms are subject to applicable law and you agree to comply with the Nacha Operating Rules, as applicable.
- CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS.
7.1 Coverage. This section applies to any and all disclosures, notices, agreements or communications (“Communications”) we are required to provide to you in connection with your Profile and Payments made via the Website.
7.2 Consent. You agree to receive all Communications from us electronically, including via e-mail or through your Profile. Your consent will be valid until you or we terminate these Payor Terms or you withdraw your consent as provided below. If you do not consent, or you withdraw your consent, you will be unable to make Payments via the Website.
7.3 Access to Paper Copies. You should save copies of all Communications for your records. You may obtain a paper copy of any Communication by printing it or requesting a copy from us by e-mailing us at firstname.lastname@example.org. We may charge you a fee for each paper copy of a Communication. We reserve the right to send you a paper copy of any Communication, in our sole discretion, even if you have consented to receive such Communication electronically.
7.4 Hardware and Software Requirements. To access and retain electronic Communications you must have:
- A computer, mobile, tablet or other device with working Internet access;
- A current web browser that supports 128-bit encryption;
- An operating system capable of accessing and displaying electronic Communications via portable document format (PDF), HTML, or plain text;
- A program that can view and save PDF files; and
- A valid e-mail address.
7.5 Withdrawing Consent. If you wish to withdraw your consent to receive electronic Communications, e-mail us at email@example.com. You understand that by withdrawing your consent, you will be unable to make Payments via the Website. Your withdrawal will be effective once we have had a reasonable opportunity to process your request. We may charge you a fee to process your request. Your withdrawal will not affect the legal validity or enforceability of any Communication provided to you electronically before your withdrawal is effective.
7.6 Contact Information. You will provide us with your true, accurate and up-to-date e-mail address or other contact information we require in order to send electronic Communications to you. You agree to promptly notify us of changes to your contact information by updating your Profile or e-mailing us at firstname.lastname@example.org.