THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION AND JURY TRIAL WAIVER CLAUSES IN SECTION 10.2 BELOW THAT IS APPLICABLE TO YOU AND US.
The Frontier Risk portal and the website located at www.frontierrisk.com (together, the “Site”) and the underlying insurance brokerage services, risk solutions, and software (collectively, the “Services”) are provided by Frontier Risk Group Inc., Frontier Risk Insurance Services LLC, and their affiliates (collectively, the “Company”, “us”, “our”, and “we”). Certain features of the Site or use of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with or before use of such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
PLEASE BE AWARE THAT SECTION 10.2 OF THESE TERMS 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 YOUR ACCEPTANCE OF THESE TERMS. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
1.1. Account Creation. To use certain features of the Site and the Services, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You may not select a username intended to impersonate another person or entity, that is subject to the rights of another person or entity, or that is obscene or vulgar. We reserve the right to refuse or cancel registration of any username in our sole discretion. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. The Company may suspend or terminate your Account in accordance with Section 9.
1.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify the Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2. Licensing; Insurance Services; Compensation.
2.1 Licensing. Frontier Risk Insurance Services LLC is licensed as an insurance broker or agent in various U.S. states and territories. Details on licensure can be found here. Frontier Risk Group Inc. is not a licensed insurance brokerage and all insurance products are offered by Frontier Risk Insurance Services LLC. The Site is not intended as a solicitation for insurance in any state, territory, or province where Frontier Risk Insurance Services LLC is not licensed.
2.2 Reliance. Under no circumstances should you regard any information you may access in this Site or as part of the Services as a recommendation, advice, or complete description of any products, service, or plan. The content on this Site and in the Services is provided for informational purposes only, with the understanding that the Company is not rendering financial, legal, accounting, or other professional advice on specific matters. We recommend that you consult your professional advisors with respect to your individual situation. You must not rely on the information on this website as an alternative to legal advice from an attorney nor should you delay seeking legal advice, disregard legal advice, or commence or discontinue any legal action based on the Services.
2.3 Products/Quotations. Application for an insurance quotation through this Site does not constitute a binder of insurance coverage or the reporting of a claim. The application may be used by the Company to provide an estimate of the terms, conditions, and costs of coverage. A quotation may be subject to receipt of additional information or other conditions. The Company uses commercially available benchmarking data. The Company makes no guarantee as to the accuracy of its benchmarking data. Moreover, this information is not a quote or an offer of coverage at a specified price. Insurance coverage is provided by various insurance companies and is subject to the terms and conditions of the policies. The availability of coverage under your specific policy depends on the policy language, the facts of the claim and the law of the jurisdiction governing the interpretation of the policy. Insurance companies decide to offer, renew, cancel or non-renew insurance coverage or otherwise provide customers with the requested insurance products. The Company does not provide any underwriting services and is not responsible or liable for any resulting loss. Circumstances vary and Site visitors must carefully review their own insurance policies and consult with their insurance advisors. The Company may share commissions or referral fees with business partners, subject to all applicable regulations and laws. You agree that we are merely an intermediary between you and an insurance provider, financial institution, or other service provider, and, as such, we expressly disclaim all liability for any content, products, or services furnished from such service providers. The Company does not guarantee or make any representation or warranty that insurance can be placed on terms acceptable to you. The Company will not take any action to replace your insurers unless you instruct the Company to do so.
2.4 Insurance Services. You are not required to utilize the Company for insurance brokerage services. It is free to obtain an Account and use the Company’s software. However, if you choose to use the Company’s insurance brokerage services (“Insurance Brokerage Services”), you agree to: (a) designate the Company as your broker of record or agent of record; (b) authorize the Company to communicate such designation as broker or agent of record to any insurance carrier, your prior insurance producer, and any other person or entity the Company determines should be advised; (c) work exclusively with the Company for such Insurance Brokerage Services unless we have otherwise expressly agreed; and (d) permit the Company to receive any commission or other form of compensation that any insurance carrier agrees to pay to the Company in connection with the provision of Insurance Brokerage Services.
2.5 Certificates of Insurance. The Company may obtain, review and track certificates of insurance for you. The Company does not independently verify the information in these certificates of insurance. You must not rely on the information provided by the Company as an alternative to legal advice from an attorney nor should you delay seeking legal advice, disregard legal advice, or commence or discontinue any legal action. You should also understand that a certificate of insurance is an informational document that evidences the existence of the policy to which it refers. It does not create any coverage or legal obligations between the insurance company and the certificate holder. Nor does it confer additional insured status to a certificate holder. A certificate of insurance does not alter the terms of the parties’ underlying contract or indemnity agreement. A certificate of insurance typically identifies the agent or broker, the insured, and the insurer providing the coverage. It also gives basic information about the policy to which it refers, including the type of insurance, the policy number, the effective and expiration dates of the policy and the liability limits. However, neither the insurance company nor the broker who issued the certificate of insurance has a duty to inform a certificate holder of inaccuracies in, or subsequent changes to, the information contained in a certificate of insurance. There is also no duty to inform the certificate holder that the policy to which the certificate refers has been cancelled or was not renewed. To fully understand the potential coverage provided under a policy, a certificate holder should secure a copy of the insurance policy and consult with a qualified attorney.
2.6 Policy Summaries. The coverage, exclusion, endorsement, and other summaries provided by the Company are for general informational purposes only. They are not intended to provide legal advice and should not be treated as such. The Company uses its best efforts to prepare the policy summaries but does not guarantee their accuracy. You should review your actual policy to confirm coverage. The availability of coverage under your specific policy depends on the policy language, the facts of the claim and the law of the jurisdiction governing the interpretation of the policy.
2.7 Surplus Lines; Insurance Premiums and Related Tax Obligations. The Company may not be able to procure insurance in the admitted marketplace on the terms and conditions specified by you. In such event, the Company’s insurance proposal may include placements with insurer(s) not licensed to transact insurance in a particular jurisdiction and not subject to the supervision of such state’s insurance department. Any such surplus lines coverage will be made pursuant to applicable insurance laws governing the placement of insurance with non-admitted insurers. A state insurance guaranty fund will not respond in the event the surplus lines insurer should become insolvent. Furthermore, policy forms, conditions, premiums, and deductibles used by surplus lines insurers may be different from those found in policies used in the admitted market. You are responsible for all insurance premiums due and any applicable surplus lines, sales, use, excise, or other taxes for insurance coverage placed by the Company. If you fail to pay any premium in full by the due date indicated on the premium invoice, the coverage may be subject to cancellation by the insurer(s) and such nonpayment, in addition to any nonpayment of fees or expenses due to the Company as set forth herein, shall be considered a material breach of these Terms.
2.8 Compensation. The Company is committed to delivering cutting-edge technology and white-gloved service through our customer-centered model. The use of the Company’s software is free. However, for providing Insurance Brokerage Services, the Company is compensated in a variety of ways, including commission and contingency fees paid by insurers or other third parties or agreed to with our clients. Below is a summary of the types of compensation the Company may receive:
(a) Commissions. A commission or fee is normally paid to us by the insurer for the distribution and servicing of your insurance policy. The amount is typically calculated as a percentage of the premium paid to the insurer for your policy, although it may vary depending on several factors, including the type of insurance product sold and the specific insurer. Our commission is included in the premium paid by you. The individuals at the Company who place and service your insurance may be paid compensation that varies directly with the commissions we receive.
(b) Contingent Commissions. We may also receive income through contingent commissions received from insurers because we have achieved certain criteria, typically measured on an annual basis. The criteria vary, but are usually the result of attracting new customers, overall premium volume, premium growth year-over-year, persistency/retaining existing customers, profitability and/or retention targets, or achieving certain loss or claim results or assisting the insurer with the underwriting process. Because the amount of contingent commission earned may vary, there is generally no meaningful method to determine the exact impact that any insurance policy has on contingency arrangements. For this reason, the individuals involved in placing or servicing insurance are rarely, if ever, compensated directly for the contingent income that we receive.
(c) Supplemental Commissions. Certain insurance companies pay supplemental commissions – fixed amounts – that are based on a broker’s performance during the prior year. These commissions are established annually and are based on the historical performance of the broker. The criteria for supplemental commissions are similar to those for contingent commissions, but unlike contingent commissions, the amount of supplemental commission is known at the time of insurance placement.
(d) Client Fees. The Company may, on occasion, negotiate a fee for services in lieu of, or in addition to, commissions paid by insurance companies. These fees may include, but are not limited to, subscribing, policy handling and consulting fees. These fees will be approved, usually in writing, prior to binding coverage.
(e) Other Compensation. From time to time the Company may be compensated by insurers for providing administrative services to clients on behalf of those insurers. Such amounts are typically calculated as a percentage of premium or are based on the number of insureds. The Company may also receive interest or investment income on funds temporarily held by it, such as premiums or return premiums, service fees or other compensation from premium finance companies for administrative services provided to or on behalf of premium finance companies relative to the financing of client insurance premiums.
Unless applicable law or contractual agreement between the Company and insurers states otherwise, any commission that the Company is entitled to receive for any placements is fully earned at inception of the insurance program, and the Company is entitled to retain such commissions in the event of a midterm cancellation of coverage or a reduction in coverage resulting in a premium adjustment. Please feel free to ask the Company about our compensation generally or your specific proposal or placement.
2.9 Intermediaries. When, in the Company’s professional judgment, it is necessary or appropriate, the Company may utilize the services of foreign or domestic intermediaries to assist in the servicing, marketing and/or placement of your insurance/risk management programs. However, this may only be done after consultation with you. The Company will advise you whether any proposed intermediary is affiliated with the Company. Any such intermediary shall be compensated by commissions earned on placement of your policies handled by that intermediary, or by payment of a separate fee agreed to by you and the intermediary if commissions are not properly payable on your placements. Such commissions and fees shall be in addition to the compensation paid to the Company.
3. Access to the Site and Services
3.1 License. Subject to these Terms, the Company grants you and the entity you represent a non-transferable, non-exclusive, revocable, limited license to use and access the Site and utilize the Services solely for the internal business use of your organization. You may not use the Site or the Services for any commercial, financial, or other similar purpose without the prior written consent of the Company.
3.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or the Services, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or the Services; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site or the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or the Services shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) or the Services must be retained on all copies thereof. If you access the Services from outside the United States, you are responsible for compliance with foreign and local laws. The Company does not provide insurance brokerage or other services to governments, governmental agencies, businesses, individuals, other groups, or any of their agents that are subject to U.S. trade sanctions. By using the Services, you represent and warrant that you are not subject to any U.S. trade sanctions.
3.3 Modification. The Company reserves the right, subject to any restrictions under applicable law, at any time, to modify, suspend, or discontinue the Site or the Services (in whole or in part) with or without notice to you. You agree, to the full extent permitted under applicable law, that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site, the Services, or any part thereof. The Company also reserves the right to limit the availability of the Services or the provision of the Site to any person, organization, geographic area, or jurisdiction, at any time and in its sole discretion.
3.4 No Support or Maintenance. You acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the Site or the Services.
3.5 Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site, the Services, and its content are owned by the Company or the Company’s suppliers. Neither these Terms (nor your access to the Site or the Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. The Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
3.6 Feedback. If you provide the Company with any feedback or suggestions regarding the Site or the Services (“Feedback”), you hereby assign to the Company all rights in such Feedback and agree that the Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. The Company will treat any Feedback you provide to the Company as non-confidential and non-proprietary. You agree that you will not submit to the Company any information or ideas that you consider to be confidential or proprietary.
4. User Content
4.1 User Content. “User Content” means all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile or postings) or the Services about yourself or your organization. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You further warrant that all information you provide about yourself, or your organization is true and complete information. You agree to promptly notify the Company of any changes in the information provided about yourself or your organization or any other material changes that could impact your use of the Services. You shall be solely responsible for the accuracy and completeness of all information furnished to the Company and/or to underwriters, insurers, insurance-related intermediaries and/or other third parties as necessary for the Services contemplated herein. The Company shall not be responsible for independently verifying the accuracy or completeness of any information that you provide, and the Company shall be entitled to rely on such information. The Company shall have no liability for any errors or omissions in any Services provided to you, including the placement of insurance on your behalf, that are the result of, arise from, or are based, in whole or part, on inaccurate or incomplete information provided to the Company. You understand that the failure to provide accurate and complete information to an insurer, whether intentional or by error, could result in the denial of claims or recission of coverage altogether. You will review all policy documents provided to you by the Company and shall inform the Company of any inaccuracies, deficiencies or discrepancies contained therein. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 4.3). You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by the Company. Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Except at required by law. the Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
4.2 License. You hereby grant (and you represent and warrant that you have the right to grant) to the Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site or the Services, providing you with the Services, offering you other Services, creating aggregations and analytics of data, or other legitimate business purposes. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
4.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
(a) You agree not to use the Site or the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site or the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
4.4 Enforcement. We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 9, and/or reporting you to law enforcement authorities.
You agree to indemnify and hold the Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site or the Services; (b) your violation of these Terms; (c) your violation of applicable laws or regulations; (d) your infringement or alleged infringement of any intellectual property or other rights of any other person or entity; (e) your User Content; and (f) your use of Third-Party Links & Ads (as defined below). The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
6. Third-Party Links & Ads; Co-Branded Areas; Other Users
6.1 Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of the Company, and the Company is not responsible for any Third-Party Links & Ads. The Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
6.2 Co-Branded Areas. To provide a greater breadth of Services, certain functions provided on this Site (for example, payment processing) may be outsourced to third parties. Certain pages in this Site are therefore operated and controlled by a third party (“Co-Branded Areas”). These Co-Branded Areas continue to display the Company trademarked logo at the top of the page but are nonetheless operated and managed by a third party. These Terms, in conjunction with any further terms and conditions posted in the Co-Branded Areas, govern your access and use of those areas. In all other respects, access to the Co-Branded Areas is at your own risk.
6.3 Other Users. Each Site user is solely responsible for all its own User Content. Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that the Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND “WITH ALL FAULTS,” AND THE COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE AND THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
8. Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, ANY FAILURE OR DELAY (INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE) TO SUBMIT APPLICATIONS FOR INSURANCE PRODUCTS OR SERVICES, ANY ACTIONS ASSOCIATED WITH THE SUBMISSION OR HANDLING OF A CLAIM, ANY ACTIONS ASSOCIATED WITH THE DELAY IN ISSUING ANY CERTIFICATE OF INSURANCE OR THE HANDLING OR TRACKING OF CERTIFICATES OF INSURANCE OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE OR THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR THE SITE IS TO DISCONTINUE USING THE SERVICES OR ACCESSING THE SITE. IN NO EVENT WILL THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER EXCEED THE AMOUNT OF COMMISSION, FEE OR OTHER RENUMERATION EARNED BY THE COMPANY FOR PROVIDING SERVICES TO YOU FOR THE THREE (3) MONTHS PRIOR TO THE ALLEGED ACT CAUSING DAMAGES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. Term and Termination.
Subject to this Section, these Terms will remain in full force and effect while you use the Site and/or the Services. We may suspend or terminate your rights to use the Site (including your Account) or the Services at any time for any reason at our sole discretion, including for any use of the Site or the Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site or the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. The Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Any section of the Terms that by their nature is intended to survive termination of the Services or your use or access to the Services or the Site shall survive such termination.
10.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. If the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. The date that these Terms were last revised is set forth above. Continued use of our Site or the Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
10.2 Dispute Resolution. Please read this Section 10.2 (sometimes referred to herein as this “Arbitration Agreement”) carefully. It is part of your contract with the Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under these Terms.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to 55 Post Rd W, 2nd Floor, Westport, Connecticut 06880 with a copy to firstname.lastname@example.org. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. 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. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(d) Authority of Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement; and (ii) 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 the 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 these Terms (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.
(e) Waiver of Jury Trial. YOU AND THE 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 the 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 10.2(a) (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms 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.
(f) 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 OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. 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 Delaware. All other disputes, claims, or requests for relief shall be arbitrated.
(g) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: email@example.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Company username (if any), the email address you used to set up your Company account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
(h) Severability. Except as provided in Section 10.2(f) (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.
(i) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with the Company.
(j) Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if the Company makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing the Company at the following address: firstname.lastname@example.org.
(k) Time for Claims. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of this Site, the Services, or the Terms must be filed within one (1) year after such claim or cause of action arose.
(l) Governing Law & Jurisdiction. All disputes in connection with this Site and the Services, shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws rules thereof, and any matters or proceedings which are not subject to arbitration as set forth above shall take place in the State of Delaware in the State or Federal Courts in Delaware and you consent to the exclusive jurisdiction of such courts.
10.3 Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from the Company, or any products utilizing such data, in violation of the United States export laws or regulations.
10.4 Disclosures. The Company is located at the address in Section 10.9. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
10.5 Electronic Communications. The communications between you and the Company use electronic means, whether you use the Site or send us emails, or whether the Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from the Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
10.7 Force majeure. Neither party shall be responsible for any delay or failure in any performance due to acts of God, war, warlike conditions, blockade, embargoes, riots, government restriction, labor disturbances, unavailability of anticipated usual means of supplies, wrecks, epidemics, quarantine, fire, flood, earthquake, explosion, any unforeseen change in circumstances, or any other causes beyond the parties’ reasonable control.
10.8 Copyright/Trademark Information. Copyright © 2023 Frontier Risk Group Inc. and Frontier Risk Insurance Services LLC. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Site or within the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
10.9 Contact Information:
Chief Legal Officer
55 Post Rd W, 2nd Floor
Westport, Connecticut 06880