New Era Risk Solutions, LLC, a Delaware company (“NERS”) offers a range of insurance-related technology services and solutions ("Offerings") through its online platform ("Platform"), Addify. Access to and use of the Offerings and Platform are governed by these Terms and Conditions ("Terms"). By accessing or using any Offerings via the Platform, you, or the organization or entity you represent ("Customer"), agree to be bound by these Terms. Additionally, the Customers may be required to agree to these Terms by entering into a service agreement with NERS ("Service Agreement").
PLEASE READ THESE TERMS CAREFULLY. If you do not agree to these Terms, or do not meet the qualifications set forth herein, NERS will not grant you access to any Offerings or the Platform. By clicking "I Agree" to these Terms or by accessing any Offerings, the Customer agrees to be bound by these Terms.
Any individual agreeing to these Terms on behalf of a Customer represents and warrants that they have the necessary authority to bind the Customer to these Terms. They further agree not to click "I Agree" or access or use any Offerings or the Platform unless they possess such authority.
Service Agreements provide Customers with access to specific Offerings and additional services ("Services") as outlined in each individual Service Agreement. Customers are not granted any rights to these Offerings or Services unless they have entered into a Service Agreement with NERS that applies to those Offerings and Services. The terms of any Service Agreement are only applicable to the Offerings and Services specified within that particular Service Agreement. In the case of a conflict between these Terms and the terms outlined in any Service Agreement, the Service Agreement will prevail concerning terms specifically related to the Offerings and Services specified within it. However, these Terms will generally govern in all other respects.
These Terms, along with each Service Agreement entered into by the Customer, together form a comprehensive agreement between the Customer and NERS regarding the Services and other Offerings specified in that Service Agreement (referred to as the "Agreement"). All Services and Offerings specified in each Service Agreement are subject to the terms of the Agreement, which is formed by the combination of these Terms and the respective Service Agreement. Each Agreement constitutes the entire agreement between the parties concerning the Services and Offerings specified in the corresponding Service Agreement. There are no other promises or conditions, whether oral or written, related to the subject matter of each Agreement. Each Agreement supersedes any prior written or oral agreements between the parties regarding the Services and Offerings specified in the Service Agreement, including any quotes or offers previously issued or provided by NERS.
All capitalized terms used in these Terms will have the meanings assigned to them either within these Terms or in any Agreement. Any other terms used herein will be interpreted according to their plain English (U.S.) meaning.
These Terms become effective on whichever date occurs first: (1) when the Customer clicks "I agree," or accesses or uses any of the Offerings, or (2) when the Customer enters into a Service Agreement that references these Terms. These Terms will remain in effect until terminated as outlined herein or in any Agreement.
Each Service Agreement may grant the Customer access to additional Services specified within that Service Agreement. All such Services are exclusively defined within the applicable Service Agreement, and these Terms do not independently provide the Customer with access to any additional Services.
Insurance policies applicable to any Services ("Policies") are separate contracts and are not governed by these Terms or considered part of any Agreement. The Customer acknowledges that NERS is not an insurer. NERS's sole obligations are defined within this Agreement, and under no circumstances will NERS be obligated to provide insurance coverage under any Policy or fulfill any responsibilities related to a Policy. The Customer hereby releases NERS from any such obligations concerning any Policy. All Policies are provided by the applicable insurer underwriting the Policy, and NERS shall not be liable for any amounts due under any Policy. The Customer releases NERS from any claims related to such matters. It is the Customer's responsibility to review the terms applicable to any Policy and to comply with all such terms.
The Offerings may include services and functionality provided by NERS's third-party providers ("Third-Party Offerings"). The Customer acknowledges and agrees that NERS is not responsible for any Third-Party Offerings, including their accuracy, completeness, or performance. NERS does not assume, and shall not have, any liability or responsibility to the Customer for any Third-Party Offerings. Any Third-Party Offerings are subject to any additional terms and conditions accompanying those Offerings. The Customer’s access to and use of any Third-Party Offerings are entirely at their own risk and subject to the terms and conditions set by those third parties.
The Offerings and Services may provide the Customer with access to data, information, and other content provided by NERS and its providers ("NERS Data"). Subject to the Customer’s compliance with the Agreement, during the Term, the Customer may access the NERS Data through the Offerings and Services and use the NERS Data without modification solely for their own internal business purposes related to their use of and access to the Offerings and Services in connection with which such NERS Data is provided. NERS will use commercially reasonable measures designed to help ensure the accuracy and reliability of the NERS Data, but NERS will not be responsible for any errors or omissions in any NERS Data.
"Customer Data" refers to data, information, and other content that is uploaded, provided, or otherwise made available by or on behalf of the Customer through the Platform. The Customer is solely responsible for all Customer Data. NERS may use the Customer Data to operate, provide, and support the Platform and the Offerings and Services, and to perform its obligations and exercise its rights under the Agreement. NERS may also use and disclose any Customer Data as described in each Agreement and NERS’s current privacy policy applicable to the Offerings ("Privacy Policy"). Notwithstanding anything in the Privacy Policy to the contrary, NERS will have the right to collect and generate non-personally identifiable data and information (data or information that does not identify the Customer or any individual as the source) resulting from the Offerings and Services, and use such data and information for any lawful business purpose without any duty or obligation to the Customer.
The Customer represents and warrants to NERS that neither the Customer Data nor NERS’s permitted use of the Customer Data will:
The Customer represents and warrants to NERS that they have all rights, title, and interest in, and have obtained all necessary consents, authorizations, and permissions to all Customer Data, necessary to grant NERS the foregoing rights and licenses. NERS will not be responsible or liable for any deletion, correction, destruction, damage, loss, or failure regarding any Customer Data. NERS may take remedial action if any Customer Data violates any Agreement, provided that NERS is under no obligation to review any Customer Data for potential liability.
Access Rights
Subject to the Customer’s compliance with these Terms and each Agreement, as well as any termination conditions, NERS grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right for employees, agents, contractors, or representatives of the Customer (“Users”) to access the Offerings and Services via NERS’s web portal for the Platform (the “Portal”). This access is provided solely for the Customer’s internal business purposes.
Account Management
All Users must access the Portal through the Customer’s account on the Portal (an “Account”). Each identification and password associated with the Customer’s Account (the “Account ID”) is personal and may only be used by the Customer and its Users to access the Account. The Customer is responsible for ensuring that all Account IDs are secure and confidential. Neither the Customer nor its Users may share an Account ID or allow any third-party access to the Account. The Customer is solely accountable for all access to the Portal and the Offerings through the Account, and all usage of the Portal or any Offerings via the Account will be considered as performed by the Customer. The Customer is also responsible for ensuring that each User complies with these Terms, the applicable terms of each Agreement, and any other conditions relevant to the Portal. The Customer must ensure that all information about each User provided to NERS remains accurate and complete. If any Account ID is lost or stolen, or if the Account is compromised, the Customer must notify NERS immediately.
API Access
If NERS grants the Customer permission to access the Platform through one or more of NERS’s application programming interfaces (each, an “API”), and subject to the Customer’s compliance with these Terms and each Agreement, as well as any termination conditions, NERS grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to:(i) enable websites, web services, or other platforms owned and controlled by the Customer (“Customer Sites”) to access the Offerings via the API; and
(ii) allow Users to access the Offerings through the Customer Sites, solely for the Customer’s internal business purposes.
Implementation
(i) Customer Sites
The Customer is solely responsible for integrating each Customer Site with the API and ensuring that the Customer Site supports access to the Offerings via the API. The Customer must develop each Customer Site in accordance with these Terms, each Agreement, and all applicable technical requirements and specifications for the API (the “Specifications”). The Customer remains solely responsible for ensuring that the operation of each Customer Site complies with these Terms, each Agreement, and all Specifications.
(ii) Testing
Before making any Customer Site available for use by Users, the Customer must test the Customer Site to confirm that it operates properly with the API and complies with all applicable Specifications. The Customer must not allow access to or use of any Customer Site by any User until the Customer Site has successfully completed such testing. NERS reserves the right, at its sole discretion, to require the Customer to cease operation of any Customer Site if NERS reasonably believes that the Customer Site does not comply with the Agreement or any Specifications.
API Credentials
The Customer (and the Customer Sites) must access the APIs using only the current version of any access credentials provided by NERS (“API Credentials”), which may include subscription or authorization keys or tokens. NERS may periodically update the API Credentials upon notifying the Customer. The Customer is solely responsible for all use of the API Credentials provided to them. The Customer must ensure the security and confidentiality of all API Credentials and prevent unauthorized access to or use of the API or any Offerings via the API Credentials. If any unauthorized access or use of the API or Offerings through the API Credentials occurs, or if any API Credentials are lost, stolen, or compromised, the Customer must notify NERS promptly. All use of the API or any Offerings via the API Credentials will be considered as performed by the Customer.
The Platform, including all Offerings and Services, NERS Data accessible through the Offerings and Services, and all associated software, hardware, interfaces (including APIs), data, databases, and other technology (collectively referred to as the "NERS Technology"), are the valuable intellectual property of NERS. As a specific condition of the rights granted to the Customer under these Terms and each Agreement, the Customer agrees not to, and will not allow any employee, contractor, User, or third party to:
All use of the NERS Technology must strictly adhere to these Terms and each Agreement, as well as any additional documentation or instructions provided by NERS. NERS reserves the right to monitor the use of the API, Portal, and Offerings to ensure compliance with these Terms and each Agreement. By using the Platform, the Customer consents to such monitoring and agrees to NERS’s use of all data and information collected during this monitoring.
The Customer agrees to pay NERS the fees specified in each Agreement or as otherwise agreed upon by the Customer on the Platform (“Fees”) when they are due. Unless otherwise specified in an applicable Agreement or on the Platform, all Fees must be paid in advance as invoiced by NERS. The Customer is not entitled to withhold, reduce, or offset any Fees owed to NERS under these Terms or any Agreement against any amounts due to the Customer.If the Customer has designated a credit card, debit card, online payment account, mobile services account, bank account, or other payment method as a payment mechanism under the Agreement, the Customer authorizes NERS to charge the provided account for all Fees incurred under each Agreement.
Payment Terms:
In the relationship between NERS and the Customer, NERS and its providers retain all rights, titles, and interests, including intellectual property rights worldwide, in and to the NERS Technology, along with any updates, upgrades, enhancements, modifications, and improvements to it. The Customer does not receive any interest in or to any of the foregoing. No right or license to use any of the foregoing is granted to the Customer (whether by implication, estoppel, or otherwise), except for the Customer's authorized access to the Platform, Offerings, and Services as outlined herein and in each Agreement. The NERS name, logo, and all product and service names related to the Platform and Offerings and Services are trademarks of NERS and its licensors and providers. The Customer receives no right or license to use these trademarks.
The Customer, on behalf of itself and its successors and assigns, agrees not to assert any rights or claims of rights against NERS regarding any NERS Technology. Except as explicitly stated in the Agreement, NERS grants no rights or licenses to the Customer regarding the NERS Technology or any intellectual property or other rights of NERS, whether by implication, estoppel, or otherwise.
Either party may terminate these Terms or any Agreement by providing 60 days' advance notice to the other party. Additionally, either party may terminate these Terms or any Agreement by providing written notice to the other party if the other party materially breaches these Terms or the Agreement and such breach:
Either party may also terminate any Agreement as specified within the Agreement. Termination of these Terms will also terminate any Agreement, including any active Service Agreement forming part of the Agreement. Termination of a Service Agreement will also terminate any Agreement formed by that Service Agreement. However, these Terms will remain in full force and effect despite the termination of any Agreement until these Terms themselves are terminated as outlined herein.
Upon termination of these Terms or an Agreement for any reason:
The Customer acknowledges that Customer Data may continue to exist on the Platform after the termination of these Terms and the Agreement unless the Customer actively deletes it or contacts NERS to request deletion.
The relevant portions of the following Sections will survive any expiration or termination of the Agreement: Section 3 (Definitions), Section 6 (Policies), Section 8.2 (Customer Data), Section 11 (Fees and Payment), Section 12 (Ownership), Section 13 (Termination), Section 15 (Warranties), Section 16 (Disclaimer), Section 17 (Indemnity), Section 18 (Limitation of Liability), Section 19 (Confidentiality), Section 20 (Dispute Resolution), Section 24 (Notices), and Section 28 (Additional Terms).
Without limiting NERS’s right to terminate these Terms or any Agreement, NERS may also suspend the Customer’s access to the Platform or any Offerings or Services (including all Customer Data), with or without notice to the Customer, upon any actual, threatened, or suspected breach of these Terms or any Agreement or applicable law, or upon any other conduct deemed by NERS to be inappropriate or detrimental to NERS, the Platform, the Offerings or Services, or any other NERS customer, user, or third party.
The Customer represents, warrants, and agrees that:
The Customer acknowledges that the Offerings and Services are general-purpose and not specifically designed to ensure compliance with any particular law. The Customer represents, warrants, and agrees that it will always comply with all applicable laws, rules, and regulations (“Laws”) and will not cause NERS to violate any applicable Laws. The Customer will implement and maintain reasonable procedures to ensure such compliance, including with respect to its access to and use of the Platform and the Offerings and Services, as well as all Customer Data it provides or makes available through the Platform.
The Customer agrees to take actions as NERS reasonably believes necessary for either the Customer or NERS to comply with any applicable Laws, including the Fair Credit Reporting Act, 15 U.S.C. § 1681, and any laws, rules, or regulations governing the offering or provision of insurance. The Customer will obtain all consents, authorizations, and permissions, and deliver all applicable notices, disclosures, or other instruments as requested by NERS or as necessary to comply with all applicable Laws.
Notwithstanding the above, NERS is not responsible for notifying the Customer of any applicable Laws or for enabling the Customer’s compliance with any such Laws, nor for the Customer’s failure to comply.
NERS warrants that it will make commercially reasonable efforts to provide the Offerings and Services as indicated in each Agreement. The Customer’s sole and exclusive remedy, and NERS’s entire liability for any breach of the foregoing warranty, will be, at NERS’s discretion, to re-perform or repair the deficient Offerings or Services or to terminate the Customer’s use of and access to the affected Offerings or Services.
Except as explicitly provided in Section 15, NERS makes no representations or warranties. To the fullest extent permitted by law, NERS disclaims all representations, warranties, terms, conditions, or statements that might exist between the parties or be implied or incorporated into these Terms and each Agreement, whether by statute, common law, or otherwise. This includes any implied conditions, warranties, or other terms related to title, non-infringement, merchantability, suitability, originality, or fitness for a particular use or purpose.
NERS does not warrant that the operation of the Platform or any Offerings or Services, including the Portal or API, will be secure, uninterrupted, or error-free. Additionally, NERS makes no guarantees that the Customer will receive any insurance coverage hereunder
The Customer agrees to indemnify, defend, and hold harmless NERS, its insurers, their respective affiliates, and their respective officers, directors, shareholders, employees, agents, contractors, assigns, customers, users, providers, licensees, and successors in interest ("Indemnified Parties") from and against any and all losses, liabilities, damages, fees, penalties, fines, expenses, and costs (including attorney's fees, court costs, damage awards, and settlement amounts) resulting from any claim, allegation, or lawsuit against any Indemnified Party arising from or relating to:
NERS will provide the Customer with notice of any such claim or allegation, and NERS reserves the right to participate in the defense of any such claim at its own expense.
NERS and its insurers will not be liable for any indirect, incidental, special, exemplary, or consequential damages, regardless of cause, under any theory of liability. This includes contract, strict liability, or tort (including negligence or otherwise), arising from or in connection with the use of the Platform or any Offerings or Services, even if NERS has been advised of the possibility of such damages. This includes any loss of data or opportunity, revenues or profits, business interruption, or procurement of substitute goods or services.
NERS's total cumulative liability concerning these Terms, any Agreement, and the Platform, Offerings, and Services, whether in contract, tort, or otherwise, will not exceed the greater of:
The Customer acknowledges that NERS would not enter into these Terms or any Agreement without these limitations on its liability.
All claims by the Customer against NERS related to these Terms, the Agreement, the Platform, or any Offering or Service must be brought within 12 months after the claim arises or within any shorter period specified by applicable law. In jurisdictions where limitation of liability for consequential or incidental damages is not permitted, NERS’s liability is limited to the maximum extent permitted by law.
The terms of these Terms and each Agreement (including all Fees), all NERS Data, and any other information disclosed or made available by NERS under the Agreement, are collectively referred to as "Confidential Information." This Confidential Information is the exclusive property of NERS and will remain confidential.
The Customer agrees not to disclose any Confidential Information to third parties without NERS’s prior written consent. Disclosure of Confidential Information is permitted only to the Customer’s employees who need to know it for the Customer’s legitimate use of the Offerings as allowed under the Agreement, and who are bound by confidentiality obligations at least as stringent as those outlined in the Agreement.
The Customer will safeguard all Confidential Information with the same level of care as it uses for its own confidential information, but in no case less than reasonable care. The Confidential Information may only be used in accordance with the terms set forth in these Terms or any Agreement.
The parties agree to first seek resolution of any disputes, controversies, or claims arising from or relating to these Terms or any Agreement, including matters of formation, validity, interpretation, performance, breach, termination, or arbitrability of issues, through mutual discussion. If a Dispute cannot be resolved through negotiation within 30 days of one party notifying the other of the Dispute, either party may submit the matter to binding arbitration under the JAMS streamlined arbitration rules and procedures in effect at that time (the “Rules”).
To initiate arbitration, a party must deliver a request for arbitration as outlined in the Rules. The arbitration will be conducted before a single neutral arbitrator chosen by mutual agreement of the parties. If the parties cannot agree on an arbitrator within 30 days of the request, an arbitrator will be appointed according to the Rules. The arbitration will be conducted in English at a location specified by NERS in Miami, Florida.
The arbitrator will apply the law as specified in these Terms and has the authority to grant any legal or equitable remedy available, except that the arbitrator cannot amend these Terms or the Agreement or provide relief beyond what is allowed here. The arbitrator’s award will be the sole remedy for all claims, counterclaims, or issues presented. Judgment on the award can be entered in any court with appropriate jurisdiction.
Any additional costs, fees, or expenses incurred in connection with the arbitration will be the responsibility of the parties as determined by the arbitrator.
Without affecting the parties’ right to pursue arbitration, NERS may seek emergency, preliminary, or other appropriate interim relief in the federal courts located in Miami, Florida, if NERS reasonably believes that the Customer has breached its confidentiality obligations, or has violated, misappropriated, or infringed upon any intellectual property or other rights of NERS. This action can be taken if there is a reasonable threat of such breach or violation.
The interpretation and enforcement of these Terms and any Agreement, including any related negotiations, arbitrations, or other proceedings, will be governed exclusively by the laws of the State of Florida (U.S.A.), as they apply to contracts between Florida residents performed entirely within Florida. The United Nations Convention on Contracts for the International Sale of Goods does not apply, and its provisions are explicitly disclaimed. Subject to Section 19.1, any legal action or proceeding arising from or relating to these Terms or any Agreement must be brought exclusively in a federal court located in Miami, Florida. The Customer irrevocably consents to the personal jurisdiction and venue of such courts for any actions or proceedings initiated by NERS.
By agreeing to arbitration, the parties waive their right to a jury trial or court trial, except as otherwise provided. The parties also waive any right to participate in a class action lawsuit or any form of collective or representative action. The Customer and NERS agree that the arbitrator has no authority to conduct class-wide arbitration and can only resolve disputes between the individual parties. If any portion of the arbitration agreement is deemed invalid, the underlying dispute must be resolved by a judge in a court of competent jurisdiction, and not as a class action lawsuit.
All notices required or permitted under these Terms or any Agreement must be sent to NERS via postal mail to the address listed on its website, marked “Legal.” NERS may send notices to the Customer via email to any address provided by the Customer or its Users in connection with these Terms or the Agreement. Notices to NERS are considered effective when actually received. Notices to the Customer are deemed effective 24 hours after being sent via email, unless NERS is notified that the email address is invalid.
The Customer agrees to comply with all applicable export and import control laws related to accessing and using the Platform and the Offerings and Services. The Customer will obtain all necessary licenses, permits, and approvals required by the U.S. government or any other relevant authorities. The Customer shall not export or re-export any NERS Technology without these required licenses, permits, and approvals. The Customer agrees to defend, indemnify, and hold harmless NERS from any fines, penalties, liabilities, damages, costs, and expenses incurred due to any violation of such laws by the Customer.
NERS may, at its sole discretion, amend these Terms from time to time. NERS will make commercially reasonable efforts to notify the Customer of any significant changes. Notice may be provided directly to the Customer or to all users of the Offerings and Services. Modifications made for legal or administrative reasons will be effective immediately upon notice. Changes for other reasons will be effective 30 days after the updated Terms are posted on the NERS website. Continued access to or use of the Platform or any Offerings or Services after such notice constitutes the Customer’s acceptance of the modifications. Except as expressly stated, any amendments to these Terms or any Agreement must be made in writing and signed by both parties. Despite any modifications, NERS may alter the functionality of the Platform (including the API or Portal) or any Offerings or Services at any time with or without notice, but will not materially reduce functionality without giving the Customer a chance to opt out of renewing the applicable Agreement.
If NERS's performance under these Terms or any Agreement is hindered, restricted, or interfered with by circumstances beyond its reasonable control ("Force Majeure"), then NERS's obligations will be suspended to the extent necessary by such events. Force Majeure includes, but is not limited to, acts of God, epidemics, pandemics, outbreaks of infectious diseases, public health crises, fires, explosions, vandalism, storms, military or civil authority actions, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, labor disputes, and supplier failures. NERS will use reasonable efforts to mitigate or eliminate the causes of non-performance and will resume performance as soon as these causes are resolved or cease.
All waivers by NERS under these Terms or any Agreement must be in writing or subsequently acknowledged in writing by NERS. A waiver or failure to enforce any provision on one occasion does not constitute a waiver of any other provision or of the same provision on any other occasion. If any provision of these Terms or any Agreement is found to be unenforceable, that provision will be removed or modified to comply with the law, and a provision that most closely aligns with the original intent and economic effect will be substituted. The remaining provisions will continue in full force and effect.In interpreting these Terms and any Agreement, singular includes plural and terms such as "includes," "including," "for example," and "such as" are not limiting. No rule of contractual construction will be applied to disadvantage a party because that party was responsible for drafting these Terms or any Agreement. The prevailing party in any legal action, arbitration, or proceeding related to these Terms or any Agreement will be entitled to recover its costs, expert witness fees, and reasonable attorneys' fees, including those incurred on appeal.Neither these Terms nor any rights or obligations hereunder may be assigned or transferred by the Customer, whether in whole or in part, including through sale, merger, consolidation, or other legal processes, without NERS’s prior written consent. Any assignment in violation of this provision will be void. NERS may assign these Terms or any Agreement to any party that assumes its obligations. The parties are independent contractors and not agents, employees, employers, or joint venturers of each other, and neither has the authority to bind or obligate the other. The rule that favors the drafter of a contract is waived, and these Terms and any Agreement will be considered as having been drafted jointly by both parties.