Through https://www.outlinerisk.com or any other associated websites,APIs, or mobile applications (collectively, the "Outline Site"), Outline Insurance, Inc. ("Outline") provides, among other things, a platform for a user ("you") to submit business for quoting and binding to insurance carriers in addition to offering data translation and communication tools. The Outline Site and any other features, tools, materials, or other services offered from time to time by Outline are referred to as the "Services."
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH IN THESE TERMS CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH OUTLINE ON AN INDIVIDUAL BASIS (RATHER THAN THROUGH A CLASS ACTION) THROUGH FINAL AND BINDING ARBITRATION (RATHER THAN THROUGH A JURY TRIAL). BY ENTERING INTO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THESE TERMS AND HAVE SPECIFICALLY CONSIDERED THE CONSEQUENCES OF AGREEING TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION.
Outline may amend these Terms from time to time. Amendments will be effective upon Outline's posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by these Terms, as amended. Outline reserves the right to modify, suspend, or discontinue the Services, in whole or in part, at any time, with or without notice to you. You agree that Outline will not be liable to you or to any third party for such modification, suspension, or discontinuation.
- Registration. To use certain features of the Services, you may be required to register for an account ("Account") and provide certain information about yourself as prompted by the account registration form. You represent and warrant that all required registration information you submit is truthful, accurate and correct, including that (i) you have uploaded the correct license information (including, without limitation, license number) about yourself or the entity that you represent, and (ii) you will maintain the accuracy of such information for so long as you are using the Services. You may delete your Account at any time, for any reason, by following the instructions on the Services. Outline may suspend or terminate your Account in its sole discretion and may suspend access to the Services if Outline suspects that you have failed to comply with these Terms. 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 Outline of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security with respect to your Account. Outline hereby disclaims any and all liability for any loss or damage for your failure to comply with the requirements set forth in this Section 1. Outline may, in its sole discretion, refuse to open an Account for you or limit the number of Accounts that you hold.
- Restrictions on Prohibited Uses. You may not use your Account to engage in the following categories of activity. The specific types of use listed below are representative, but not exhaustive. By opening an Account, you confirm that you will not use your Account to do any of the following, nor will you post any data, information or material to the Services that does the following:
- Unlawful activity. Activity that would violate, or assist in violation of, any law, statute, ordinance, or regulation, including, without limitation, laws and regulations pertaining to the transacting of the business of insurance; publish, distribute or disseminate any unlawful material or information.
- Abusive activity. Actions that impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Services that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Services, other Accounts, computer systems or networks connected to the Services, through password mining or any other means; use of Account information of another party to access or use the Services; or transferring your account access or rights to your account to a third party, unless by operation of law or with the express permission of Outline.
- Abusing other users. Interfere with another individual's or entity's access to or use of any Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Services about others, including without limitation email addresses, without proper consent.
- Fraudulent or misleading content. Activity that operates to defraud Outline, Outline users, or any other person; provide any false, inaccurate, or misleading information to Outline or third parties, including, without limitation, false, inaccurate, or misleading information about any products included in the Services.
- Gambling. Lotteries; bidding fee auctions; odds making; internet gaming; contests, sweepstakes; games of chance.
- Intellectual property infringement. Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including, without limitation, sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Outline intellectual property, name, or logo, including use of Outline trade or service marks, without express consent from Outline or in a manner that otherwise harms Outline or the Outline brand; any action that implies an untrue endorsement by or affiliation with Outline.
- Outline Content.
- We grant you a limited, nonexclusive, nontransferable, nonsublicensable license, subject to the terms of this Agreement, to access and use the Services and related content, data, materials and information provided by Outline (collectively, the "Outline Content") solely for approved purposes as permitted by Outline from time to time. Any other use of the Services or the Outline Content is expressly prohibited. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Outline Content, in whole or in part. All intellectual property rights, including copyrights, patents, trademarks and trade secrets, in the Services, including, without limitation, "outlinerisk.com" and all logos related to the Services or displayed on the Outline Site, are owned by Outline or its licensors. Neither these Terms (nor your access to 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 this Section 2(a). Outline and its licensors expressly reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
- THE SERVICES AND THE OUTLINE CONTENT ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND OUTLINE EXPRESSLY DISCLAIMS 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. OUTLINE MAKES NO WARRANTY THAT THE OUTLINE SITE 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 OUTLINE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
- Third-Party Content; Disclaimer
- The Services and the Outline Content may (i) contain information or data uploaded or gathered from third-party sources, (ii) contain links to third-party websites and services and/or (iii) display advertisements for third parties (collectively, "Third-Party Content"). Such Third-Party Content is not under Outline's control, and Outline is not responsible for any Third-Party Content. Outline provides access to this Third-Party Content only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Content. You use all Third-Party Content 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 Content, 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 Content.
- THE THIRD-PARTY CONTENT IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND OUTLINE EXPRESSLY DISCLAIMS 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.
- Your Content; Disclaimer.
- As part of your use of the Services, you may upload or otherwise provide to the Services certain content, materials, data, and other information (collectively, "Your Content"). You grant to Outline a nonexclusive, royalty-free license to access, use, copy, modify, create derivative works of, distribute, publicly display, publicly perform and otherwise exploit in any manner Your Content for purposes providing and improving the Services. You represent and warrant that: (i) you either are the sole and exclusive owner of Your Content or you have all rights, licenses, consents and releases necessary to grant Outline the license to Your Content as set forth herein; (ii) neither Your Content, nor your submission, uploading, publishing, or otherwise making available Your Content, nor Outline's use of Your Content as permitted herein will infringe, misappropriate, or otherwise violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- Outline uses data generated from your use of the Services, including, without limitation, any data generated from use of Your Content, to improve the Services. Any such data and information constitutes "Outline Content" as defined in Section 2(a)(i) and therefore Outline owns all right, title and interest in and to such data and information, and such data and information is governed in all respects by these Terms.
- You understand and acknowledge that you alone are responsible for Your Content, and you, not Outline, assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, reliability, appropriateness, or any disclosure by you of information in Your Content that makes you or anyone else personally identifiable. WITHOUT LIMITING, AND IN ADDITION TO, THE OTHER DISCLAIMERS MADE HEREIN, OUTLINE HEREBY DISCLAIMS ANY AND ALL LIABILITY YOU OR ANY THIRD PARTY MAY INCUR IN CONNECTION WITH YOUR CONTENT.
- Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you will not access the Services in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.
- Copyright Infringement and Digital Millennium Copyright Act. We respect the intellectual property rights of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, in appropriate circumstances and in our sole discretion, we may terminate the rights of any user to use the Outline Site and/or Services (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights, please provide the following information to the "Copyright Agent":
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
- A description of the copyrighted work that you claim has been infringed upon.
- A description of where the material that you claim is infringing is located on the Outline Site and/or Services.
- Your address, telephone number, and email address.
- A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, and/or the law.
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
All notices of copyright infringement claims should go to our Copyright Agent:
Further Disclaimer. You may use information or data displayed or otherwise provided on or through the Services (including, without limitation, Outline Content, Your Content and/or Third-Party Content) to enter into business transactions with third parties ("Third-Party Transactions"). You (i) represent and warrant that you have obtained all licenses, authorizations, consents, or permits required by applicable laws and regulations to enter into such Third-Party Transactions and (ii) acknowledge and agree that any decision to enter into a Third-Party Transaction is yours and yours alone, and that you bear all the risks, and accept all responsibility and liability for, entering into any Third-Party Transaction. WITHOUT LIMITING, AND IN ADDITION TO, THE DISCLAIMERS MADE HEREIN, OUTLINE HEREBY DISCLAIMS ANY AND ALL LIABILITY YOU OR ANY THIRD PARTY MAY INCUR IN CONNECTION WITH A THIRD-PARTY TRANSACTION, INCLUDING, WITHOUT LIMITATION, YOUR DECISION TO ENTER INTO SUCH THIRD-PARTY TRANSACTION AND/OR LIABILITY THAT YOU OR SUCH THIRD-PARTY MAY INCUR DUE TO INFORMATION MADE AVAILABLE ON THE SERVICES (INCLUDING OUTLINE CONTENT). YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS OUTLINE FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH ANY CLAIM ARISING OUT OF ANY THIRD-PARTY TRANSACTIONS.
Release. WITHOUT LIMITING THE PROVISIONS OF SECTION 2(f) ABOVE, YOU HEREBY RELEASE OUTLINE FROM ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND CAUSES OF ACTION OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, IN CONNECTION WITH ANY CLAIM ARISING OUT OF ANY THIRD-PARTY TRANSACTIONS.
IF YOU ARE A CALIFORNIA RESIDENT, YOU EXPRESSLY WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
IF YOU ARE A NEW JERSEY RESIDENT, YOU EXPRESSLY WAIVE THE APPLICABILITY OF THE TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT (X) SECTION 15 AND (Y) SECTION 16, WHICH RESPECTIVELY STATES, AMONG OTHER THINGS, THAT:
"No sellers…shall in the course of his business offer to any consumer or prospective consumer or enter into any written consumer contract or give or display any written consumer warranty, notice or sign…which includes any provision that violates any clearly established legal right of a consumer or responsibility of a seller…" and
"…No consumer contract, notice or sign shall state that any of its provisions is or may be void, unenforceable or inapplicable in some jurisdictions without specifying which provisions are or are not void, unenforceable or inapplicable within the state of New Jersey…".
IN ADDITION, YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISIONS.
Indemnity; Limitation of Liability.
- Indemnity. In addition to, and without limiting, the indemnification provisions of Section 2(f), you agree to indemnify and hold Outline, its affiliates, and each of its and their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) any use of the Outline Site, the Outline Content, Your Content, the Services, and any related products, services, or materials other than as expressly authorized in these Terms or your use of any information obtained from the Outline Site and/or Services, (ii) your violation of any term of these Terms, (iii) your violation of any third party rights, including without limitation intellectual property or privacy rights, (iv) your violation of law, (v) your use of any services provided by third party service providers, and (vi) any breach of any of your representations and warranties.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL OUTLINE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, INTERRUPTION, DELAY OR INABILITY TO USE THE SERVICES, LOSS OF SERVICE, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, ANY LOSS OR CORRUPTION OF DATA, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, 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 SERVICES, EVEN IF OUTLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, 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. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUTLINE'S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED U.S. DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. 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.
- Agreement to Arbitrate. You and Outline agree that any dispute, claim, or controversy between you and Outline arising in connection with or relating in any way to these Terms or to your relationship with Outline as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual (not class) arbitration. You and Outline further agree that the arbitrator will have the exclusive power to rule on any disputes relating to the interpretation, applicability, enforceability, existence, scope or validity of this agreement to arbitrate (this "Arbitration Agreement") or to the arbitrability of any claim or counterclaim, including whether these Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this Arbitration Agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This Arbitration Agreement will survive termination of these Terms.
- Class Action Waiver. YOU AND OUTLINE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Outline otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.
- Waiver of Jury Trial; Certain Exceptions. You acknowledge and agree that you and Outline are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Notwithstanding the foregoing, you and Outline each agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of our rights to (1) bring an individual action in a U.S. small claims court or (2) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator.
- Procedure; Rules; Location. Either party may initiate arbitration proceedings by providing the other party with a written Demand for Arbitration as specified in the AAA Rules (defined in the following sentence). The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available atwww.adr.org/arb_med or by calling the AAA at 1-800-778-7879. The arbitration will be conducted in the county or parish in which you reside.
- Fees. Each party will be responsible for payment of its own fees as set forth in the AAA Rules.
- Choice of Law. Notwithstanding any choice of law provision in these Terms, the parties acknowledge and agree that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules will preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue will be resolved under the laws of the State of California.
- Severability. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason: (1) the unenforceable or unlawful provision will be severed from these Terms; (2) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration.
- Disclaimer. Outline (and/or its affiliates) may provide retail and wholesale brokerage, risk management, underwriting or technical and other services to insurers, and may receive remuneration as commission or fees paid by an insurer. In certain circumstances, Outline or one or more of these affiliates may also receive compensation in the following forms: commission or fees paid to a wholesale broker to which a risk has been referred for placement; compensation paid by underwriters for performance of technical or other services. Outline will, upon request from an insurance broker using the Services, disclose the details of commissions and/or fees.
- Severability and WaiverUnless as otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability will not in any manner affect or render invalid or unenforceable the remaining provisions of these Terms, and the application of that provision will be enforced to the extent permitted by law. Any failure by Outline or any third-party beneficiary to enforce the Agreements or any provision thereof will not waive Outline's or the applicable third-party beneficiary's right to do so.
- Choice of Law. These Terms are governed by the internal laws of the State of California, United States, without regard to its choice or conflicts of laws principles. You and Outline agree to the exclusive jurisdiction of the state and federal courts located in San Francisco, California to resolve any dispute, claim, or controversy that relates to or arises in connection with these Terms that is not subject to binding arbitration as set forth in Section 4.
- Assignment. You may not assign these Terms without Outline's prior written consent. Outline may assign these Terms without your consent to (1) a subsidiary or affiliate of Outline, (2) an acquirer of Outline's equity, business, or assets, or (3) a successor of Outline by merger or operation of law. Any purported assignment in violation of this Section 7(d) will be void.
- Survival. The provisions of Section 1(b), Sections 2(a)(ii), 2(b)(ii), 2(a)(iii), 2(b)(iii), 2(c)(ii), 2(c)(iii), 2(d) through (g), and Sections 3 through 5 will survive the termination or expiration of these Terms.