Powering Digital Distribution for Commercial P&C Insurance

Talage, Inc.

Privacy Policy

Last updated: April 10, 2020

You can see our previous Privacy Policies here.

This Privacy Policy (the “Privacy Policy”) serves to inform you of our policies and procedures regarding the collection, use and disclosure of the information we receive when you access and use the website, including the websites created with our Wheelhouse Solutions (the “Site”), services, software, content, and all other products and services (all of the foregoing collectively, the “Services”) owned, controlled or offered, directly or indirectly, by Talage, Inc. (together with its subsidiaries and affiliates, “Talage”, “we,” “our” or “us”). Talage believes that the privacy of its users is paramount and strives to use Personal Information (as defined below) only in ways outlined in this Privacy Policy. The Privacy Policy is incorporated by reference into our Terms of Service, currently available at https://talageins.com/terms-of-service (the “Terms of Service”). Any terms used herein and not defined will have the meanings given to them in the Terms of Service. By using the Services, you hereby warrant and represent that you have read, understand and agree to this Privacy Policy and the Terms of Service, that you are a resident of the United States and that you are over 18 years of age. PLEASE DO NOT USE, INSTALL OR ACCESS THE SERVICES IF YOU DO NOT AGREE TO THIS PRIVACY POLICY.

We also host and process information on behalf of our Wheelhouse Solutions users (“Wheelhouse Users”). This privacy policy only governs our relationship and the collection, use and sharing of information received from Wheelhouse Uses. If you are an end user of a site owned by a Wheelhouse User and want to know how they handle your information, you should review such Wheelhouse User’s privacy policy.

1. What We Mean by Personal Information

For purposes of this Privacy Policy, “Personal Information” means any information from or about a person that either identifies that person directly or that makes that person identifiable when it is combined with other information from or about that person from any source.

2. Information We Collect

Information You Provide To Us

When you use the Services or otherwise communicate with us, we collect information that you provide to us directly. For example, we collect information in the following circumstances: you (i) visit the Site, (ii) register for the Services or create an account or profile or accept the creation of an account or profile on your behalf (an “Account”), (iii) access the Services through social networking sites or third party services, (iv) subscribe to newsletters; (v) browse, request a quote for, or purchase a product or service on the Site; (vi) invite your friends to join the Services, “share” the Services on social networking sites or perform other similar actions; (vii) request technical support; (viii) otherwise use our online Services where Personal Information is required for such use and/or participation, and (ix) when you contact us via the Site or when you otherwise communicate with us. You can choose not to provide information that is requested of you by us; however, this may limit your ability to use or access the Services.

The information you provide to us directly may include, without limitation, the following information that may, alone or in combination with other data, constitute Personal Information:

• Information you provide in connection with setting up an Account or completing a transaction or purchase using the Services (including requesting a quote for, applying for, servicing or purchasing an insurance policy if you are a user of our Platform (a “Platform User”) and operating and using your website created through our Wheelhouse Solutions if you are a Wheelhouse User), including your name, e-mail, company information, address, phone number and any other information you decide to provide;
• Information you provide via email, through the “Contact” section on the Site or by using the contact details listed on various parts of the Site, including your name, company name, e-mail, phone number, inquiry, and any other information you decide to provide;
• Information you provide in order to subscribe to our newsletters and updates, including your email address, the topic for which you wish to receive updates, or any other information you decide to provide us with. You may always unsubscribe from these emails by following the instructions included;
• If you are one of our customers, suppliers or prospects, we may process limited Personal Information in the course of our business relation with you, for example when you place an order, request a demo or vice versa. Such Personal Information may include your name, company, title, e-mail address, telephone number, address and order details; and
• Any other information you may want to share with us, such as Personal Information related to recruitment / job applications.

Moreover, if you contact us, a record of such correspondence may be kept.

Additionally, if another user refers you to us by providing us with your e-mail address, we may send you a message. However, we will use your e-mail address only to send such other user’s message unless you otherwise affirmatively provide your information to us.

Automatically Collected Information

Most of the data we collect in and through the Site and the Services is technical in nature and is collected and processed automatically through so-called application programming interfaces, software development kits, cookies and similar software-based technologies. Alone or in combination with other data, such automatically collected data may constitute Personal Information. The data we may collect by automated means may include, without limitation:

• Device data: including, but not limited to, data on device advertising ID’s and similar hardware qualifiers, and precise location data.
• Network and internet information: including, but not limited to, URLs and Internet Protocol addresses.
• Information we collect on the use of the Site via cookies: please see the “How We Use Cookies and Other Technologies” section below for more information.

Information You Share on Third Party Websites

The Services may include links to third party websites where you will be able to post comments, stories, reviews or other information. Your use of these third party websites may result in the collection or sharing of information about you by these third party websites. We encourage you to review the privacy policies and settings on the third party websites with which you interact to make sure you understand the information that may be collected, used, and shared by those third party websites.

How We Use Cookies and Other Technologies

Some of the features on the Site and the Services require the use of “cookies” - small text files that are stored on your device’s hard drive. We use cookies to measure which pages are being accessed, and which features are most frequently used. This enables us to continuously improve the Site to meet the needs of our visitors.

The following sets out how we may use different categories of cookies and your options for managing cookie settings:

We and our service providers may also use “pixel tags,” “web beacons,” “clear GIFs,” or similar means in connection with the Services and HTML-formatted email messages to, among other things, track the actions of users, to determine the success of marketing campaigns and to compile aggregate statistics about Site usage and response rates.

3. Use of Collected Information

We use the information you provide to us for the following purposes: (i) to further our legitimate interests in providing the Services, (ii) to administer your use of the Services and any Accounts you may have with us, (iii) to personalize your experience, (iv) to provide to you Service announcements or inform you of new releases and features, (v) to provide you with further information and offers from us or third parties that we believe you may find useful or interesting, such as newsletters, marketing or promotional materials, (vi) to perform tasks on behalf of and according to instructions of a third party, such as insurance agents or insurance companies, (vii) to enforce our Terms of Service, (viii) to resolve any disputes between users of the Site and us, or between end users of the Wheelhouse Solutions and us, (ix) comply with a legal requirement or process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (x) to further our legitimate interest in protecting our rights, property, or safety and the rights, property and safety of the Services, our users or the public, and (xi) to contact you to obtain feedback from you regarding the Site and the Services.

In addition to the purposes described above, we use the information collected automatically to (i) to further our legitimate interests in monitoring and analyzing the use of the Services and for the technical administration of the Site, (ii) improve the Site and the Services, (iii) generate and derive useful data and information concerning the interests, characteristics and website use behavior of our users, and (iv) verify that users of the Services meet the criteria required to process their requests.

4. Third Parties We Share Personal Information With

We may disclose Personal Information you provide to us or that we collect automatically on the Site and in and through the Services with the following categories of third parties:

• Insurance carrier companies and underwriters;
• Service providers, such as web hosting service providers, helping us deliver and develop the Services;
• Public authorities, such as law enforcement, if we are legally required to do so or if we need to protect our rights or the rights of third parties; and
• Our subsidiaries and affiliates; or a subsequent owner, co-owner or operator of the Site and/or the Services and their advisors in connection with a corporate merger, consolidation, restructuring, the sale of substantially all of our stock and/or assets, or in connection with bankruptcy proceedings, or other corporate reorganization, in accordance with this Privacy Policy.

5. Links to Other Websites

We frequently make content or services from other websites available to you from links located on the Site. We may present links in a format that enables us to keep track of whether these links have been followed. This Privacy Policy applies only to the Site and the Services. We do not exercise control over third party services or other websites that provide information. Your interactions with these third party services are governed by the privacy policy of the company providing it. These other sites and services may place their own cookies or other files on your computer’s browser, collect data or solicit Personal Information from you. Other websites and services follow different rules regarding the use or disclosure of the Personal Information that you submit, and the collection and use of such information and access of any third party websites are subject to such third party’s privacy policy. We encourage you to read the privacy policies and other terms of such third parties before using their services.

6. Security

We understand the importance of privacy and security of Personal Information to our users and have made them a priority. Talage uses a variety of industry-standard security technologies and procedures to help protect Personal Information about you from unauthorized access, use, or disclosure and trains Talage employees on privacy and security issues. However, we cannot guarantee that unauthorized third parties will never be able to overcome those measures or use your Personal Information for improper purposes, and we do not promise that Personal Information about you or private communications will be protected from unauthorized disclosure or use.

7. Do Not Track Signals and Similar Mechanisms

Talage does not track its customers over time and across third party websites to provide targeted advertising and therefore does not respond to Do Not Track (DNT) signals. However, some third party sites do keep track of your browsing activities when they serve you content, which enables them to tailor what they present to you.

8. Managing Your Privacy

We keep your data on your behalf and for your benefit. You can correct or terminate your Account by following the instructions on the Services or by e-mail at service@talageins.com, which you may also access for further assistance and questions regarding the Privacy Policy or for a copy of your Account data. If you cancel your Account, Talage will limit its access to Personal Information to perform what is requested by you. We do not delete certain of your Personal Information upon termination or upon your request to delete your Account. Although your terminated status is reflected promptly in our user database, we may be required to retain certain Personal Information in order to comply with applicable state insurance laws. Once it is no longer necessary to retain such Personal Information for compliance reasons, Talage will delete the Personal Information as promptly as possible.

9. California Residents

California Civil Code Section 1798.83 requires certain businesses that share customer Personal Information with third parties for the third parties’ direct marketing purposes to respond to requests from California customers asking about the businesses’ practices related to such information-sharing. We currently do not share or disclose your Personal Information to third parties for the third parties’ direct marketing purposes. If we change our practices in the future, we will implement an opt-out policy as required under California laws.

Furthermore, subject to certain exemptions, California residents have the following rights with respect to Personal Information we may have collected about them:

Requests to Know

You have the right to request that we disclose:

• The categories of Personal Information we have collected about you;
• The categories of Personal Information about you we have sold or disclosed for a business purpose;
• The categories of sources from which we have collected Personal Information about you;
• The business or commercial purposes for selling or collecting Personal Information about you;
• The categories of Personal Information sold or shared, if any, about you, as well as the categories of third parties to whom the Personal Information was sold, by category of Personal Information for each party to whom Personal Information was sold; and
• The specific pieces of Personal Information collected.

You may submit a request to know via https://talageins.com/request-for-information. The delivery of our response may take place electronically or by mail. We are not required to respond to requests to know more than twice in a 12-month period.

We do not sell, and have not in the prior 12 months sold, Personal Information about California residents. Therefore, we have not included a “Do Not Sell My Personal Info” link on our Site. If our practices change, we will update this Privacy Policy and take any other necessary action to comply with applicable law. We do, however, disclose Personal Information for business purposes as described in the “Third Parties We Share Personal Information With” section above.

Requests to Delete

You have the right to request that we delete any Personal Information about you that we have collected. Upon receiving a verified request to delete Personal Information, we will do so unless otherwise required or authorized by law. You may submit a request to delete Personal Information via https://talageins.com/request-to-delete.

Authorized Agents

You may designate an authorized agent to make requests on your behalf. You must provide an authorized agent written permission to submit a request on your behalf, and we may require that you verify your identity directly with us. Alternatively, an authorized agent that has been provided power of attorney pursuant to Probate Code sections 4000-4465 may submit a request on your behalf.

Methods for Submitting Consumer Requests and Our Response to Requests

You may submit a request for access and requests to delete Personal Information about you via:

• Request for Information: https://talageins.com/request-for-information, or
• Request to Delete: https://talageins.com/request-to-delete, or
• via email at service@talagins.com, or
• 1-833-4-TALAGE (1-833-482-5243)

Upon receipt of a request, we may ask you for additional information to verify your identity. Any additional information you provide will be used only to verify your identity and not for any other purpose.

We will acknowledge the receipt of your request within [10 days] of receipt. Subject to our ability to verify your identity, we will respond to your request within 45 days of receipt. If we require more time (up to 90 days), we will inform you of the reason and extension period in writing. In order to protect your privacy and the security of Personal Information about you, we may need to verify your identity before processing your request. In some cases we may need to collect additional information to verify your identity, such as a government issued ID.

Any disclosures we provide will only cover the 12-month period preceding the verifiable consumer request's receipt. The response we provide will also explain the reasons we cannot comply with a request, if applicable.

We do not charge a fee to process or respond to your verifiable consumer request unless it is excessive, repetitive, or manifestly unfounded. If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request.

The Right to Non-Discrimination

You have the right not to be discriminated against for the exercise of your California privacy rights described above. Unless permitted by the CCPA, we will not:

• Deny you goods or services;
• Charge you different prices or rates for goods or services, including through granting discounts or other benefits, or imposing penalties;
• Provide you a different level or quality of goods or services; or
• Suggest that you may receive a different price or rate for goods or services or a different level or quality of goods or services.

10. Nevada Residents

Nevada residents may submit a request directing us to not sell Personal Information we maintain about them. To exercise this right, email us at service@talageins.com with the subject line “Nevada: Request to Opt-Out.”

11. End Users’ Personal Information

Our Wheelhouse Users who have created a site using our Wheelhouse Solutions are responsible for what they do with the Personal Information they collect, directly or through Talage or our Wheelhouse Solutions, about their end users. You are solely responsible for legal and regulatory compliance for the collection and use of your end users’ information, including Personal Information you collect about them from us or using the Platform functionality, the Wheelhouse Solutions, cookies or similar technologies. You must publish and ensure compliance with your own privacy policy. We are not liable for your relationship with your end users or how you collect and use personal information about them.

12. Data Retention

We keep Personal Information related to your Account for as long as it is needed to fulfill the purposes for which it was collected, to provide our services, to deal with possible legal claims, to comply with our business interests and/or to abide by all applicable laws. Thereafter, we either delete Personal Information about you or de-identify it. Please note that even if you request the deletion of Personal Information about you, we may be required (by law or otherwise) to retain the Personal Information and not delete it. However, once those requirements are removed, we will delete Personal Information about you in accordance with your request.

13. Changes to the Privacy Policy

Our security and Privacy Policy are periodically reviewed and enhanced as necessary. This Privacy Policy might change as we update and expand the Services. You can tell when this Privacy Policy was last updated by reviewing the Last Updated-legend on top of this page. We will endeavor to notify you of these changes by email, but will not be liable for any failure to do so. We also encourage you to review this Privacy Policy periodically. If you do not understand any of the terms or conditions of any of our policies, you may inquire regarding the same via email at email@talageins.com Your continued use of the Services after any change in this Privacy Policy will constitute your acceptance of such change.

14. Contacting Us

If you have any concerns or questions about this Privacy Policy, please contact us at service@talageins.com.

Talage, Inc.

Terms of Service

Last updated: April 10, 2020

You can see our previous Terms of Service here.

These Terms of Service constitute a legally binding agreement between you and Talage, Inc. (together with its affiliates, “Talage”, “we,” “our” or “us”) governing your use of our products, services, and website (the “Site” and collectively with the foregoing, the “Services”).

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT OR ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES. These Terms of Service are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Services, whichever is earlier. If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms of Services; (ii) you have read and understand these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party that you represent. In such event, “you” and “your” will refer and apply to your employer or such other legal entity.

Any personal data you submit to the us or which we collect about you is governed by our Privacy Policy (“Privacy Policy”), available at https://talageins.com/privacy-policy. You acknowledge that by using the Services, you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this “Agreement.”

PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND TALAGE CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 13). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.

1. Our Services

Talage is a full-service digital insurance distribution platform (the “Platform”) with a focus on commercial, property and casualty insurance for small businesses. We leverage direct integrations with insurance carrier underwriting platforms to allow small business owners to compare various quotes and access multiple lines of coverage from a single application. Policies can be reviewed and purchased from insurance carriers instantly through our Platform.

With our Wheelhouse offerings and solutions (the “Wheelhouse Solutions”), independent insurance agents can create a customized front-end experience similar to the Platform for their small business customers.

2. Account, Password and Security

In order to use the Services, you may be required to provide certain information, including without limitation your name, company name, phone number and email address. Certain parts of the Services will also require you to create an account (an “Account”) and as part of that process you will be requested to provide additional information, such as full address and certain information about your company. By using the Services, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by Talage for accessing the Services. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. Talage has no control over the use of any user’s Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact Talage immediately.

The person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of these Terms of Service and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the Services; provided, however, that if you are signing up for the Services on behalf of your employer, your employer shall be the Account Owner. As the Account Owner, you are solely responsible for complying with these Terms of Service and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account.

3. Billing and Payment

The pricing and payment terms applicable to the Services you purchase will be displayed in your Account or governed by the purchase order or agreement as may be entered into between you and Talage. 4. User Generated Content “User Generated Content” is defined as any content, information, and materials that may be textual, audio, or visual that you provide, submit, upload, publish, or make otherwise available to the Services and our users. You are solely responsible for User Generated Content, and we act merely as a passive conduit for your online distribution and publication of your User Generated Content. You acknowledge and agree that Talage:

• Is not involved in the creation or development of User Generated Content.
• Disclaims any responsibility for User Generated Content.
• Cannot be liable for claims arising out of or relating to User Generated Content.
• Is not obligated to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content on the Services at its sole discretion.

You hereby represent and warrant to Talage that your User Generated Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vii) will not represent you being employed or directly engaged by or affiliated with Talage or purport you to act as a representative or agent of Talage; and (viii) will not create liability for Talage or cause Talage to lose (in whole or in part) the services of its ISPs or other suppliers.

By making available any User Generated Content through the Services, you hereby grant to Talage a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Generated Content on, through or by means of the Services. We do not claim any ownership rights in any such User Generated Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any such User Generated Content.

5. Representations and Warranties

You represent and warrant that: (i) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

You further represent and warrant that (i) you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the Services and (ii) when using or accessing the Services, you will act in accordance with any applicable local, state, or federal law or custom and in good faith.

You agree not to engage in any of the following prohibited activities, among others: (i) copying, distributing, or disclosing any part of the Services in any medium other than as allowed by the Services and these Terms of Service; (ii) using any automated system (other than any functionalities of the Services), including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services; (iii) transmitting spam, chain letters, or other unsolicited email or attempting to phish, pharm, pretext, spider, crawl, or scrape; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) violating any international, federal, provincial or state regulations, rules, laws, or local ordinances; (vi) conducting any unlawful purposes or soliciting others to perform or participate in any unlawful acts; (vii) uploading invalid data, viruses, worms, or other software agents through the Services; (viii) infringing upon or violate our intellectual property rights or the intellectual property rights of others; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) harassing, insulting, harming, abusing, defaming, abusing, harassing, stalking, threatening, intimidating or otherwise violating the legal rights (such as of privacy and publicity) of any other users or visitors of the Services or staff member of Talage; (xi) interfering with or any activity that threatens the performance, security or proper functioning of the Services; (xii) uploading or transmitting viruses or any other type of malicious code; (xiii) attempting to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services; (xiv) bypassing the security features or measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (xv) attempting to access unauthorized Accounts or to collect or track the personal information of others; (xvi) using the Services for any purpose or in any manner that infringes the rights of any third party; or (xvii) encouraging or enabling any other individual to do any of the foregoing.

You hereby warrant and represent that, other than as fully and promptly disclosed to Talage as set forth below, you do not have any motivation, status, or interest which Talage may reasonably wish to know about in connection with the Services, including without limitation, if you are using or will or intend to use the Services for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Talage in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the Services.

6. Termination and Suspension

Unless otherwise agreed to in writing between you and Talage, either party may terminate these Terms of Service for any or no cause, at any time. You may cancel and delete your Account at any time by either using the features on the Services to do so (if applicable and available) or by written notice to service@talageins.com. After cancellation, you will no longer have access to your Account, your profile or any other information through the Services. The provisions of these Terms of Service which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive the any termination of these Terms of Service and any termination of your use of or subscription to the Services and shall continue to apply indefinitely.

We reserve the right to refuse the Services to anyone for any reason at any time. Talage may terminate or limit your right to use the Services in the event that we are investigating or believe that you have breached any provision of this Agreement, by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice. If Talage terminates or limits your right to use the Services pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

Even after your right to use the Services is terminated or limited, this Agreement will remain enforceable against you. Talage reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 13 of these Terms of Service.

Talage reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion. Talage is not liable to you for any modification or discontinuance of all or any portion of the Services. Talage has the right to restrict anyone from completing registration as a user if Talage believes such person may threaten the safety and integrity of the Services, or if, in Talage’s discretion, such restriction is necessary to address any other reasonable business concern.

Following the termination or cancellation of your Account, we reserve the right to delete all your data, including any User Generated Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or cancelled.

7. Links to Third-Party Websites

The Services may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Talage or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Talage does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Talage is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Talage has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Services at its sole discretion.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Talage expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Services. You hereby agree to hold Talage harmless from any liability that may result from the use of links that may appear on the Services.

8. Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively “Proprietary Material”) that users see or read through the Services is owned by Talage, excluding User Generated Content, which users hereby grant Talage a license to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Talage owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without Talage’s express prior written consent and, if applicable, the holder of the rights to the User Generated Content.

Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Talage and, if applicable, the holder of the rights to the User Generated Content.

The service marks and trademarks of Talage, including without limitation Talage, Wheelhouse, Talage logos and Wheelhouse logos, are service marks owned by Talage. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Services, including without limitation about how to improve our services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Talage under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Talage does not waive any rights to use similar or related Feedback previously known to Talage, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.

9. Copyright Complaints and Copyright Agent

Talage respects the intellectual property of others, and expects users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Services infringe upon your copyright or other intellectual property right, please send the following information to Talage’s Copyright Agent at copyright@talageins.com:

• A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Services where the material you claim is infringed is located. Include enough information to allow Talage to locate the material, and explain why you think an infringement has taken place;
• A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
• An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

10. Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Talage and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify Talage in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Talage upon termination of this Agreement for any reason whatsoever.

The term “Confidential Information” shall mean any and all of Talage’s trade secrets, confidential and proprietary information, and all other information and data of Talage that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Talage or Talage’s business, operations or properties, including information about Talage’s staff, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

11. Disclaimer of Warranties

THE SERVICES IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TALAGE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

UNDER NO CIRCUMSTANCES WILL TALAGE AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY TALAGE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT TALAGE AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO TALAGE DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.

12. Indemnification

You hereby agree to indemnify, defend, and hold harmless Talage and Affiliates, and their attorneys, insurers, providers, successors and assigns (the “Indemnified Parties”) from and against any and all Liabilities incurred in connection with (i) your use or inability to use the Services, or (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any user or third party and (iv) any content submitted by you or using your Account to the Services, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. Talage reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Talage.

13. Dispute Resolution – Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND TALAGE CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND TALAGE TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will contact us at service@talageins.com and you and Talage will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys' fees, even if you may have been entitled to them otherwise.

Binding Arbitration. You and Talage agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Services (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Talage both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Talage in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.

Class Action Waiver. You and Talage agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Talage both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Talage agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.

Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at https://www.adr.org or by calling the AAA at 1-800-778-7879).

Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Nevada and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

Arbitration Location and Procedure. Unless you and Talage agree otherwise, the seat of the arbitration shall be in Reno, Nevada. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Talage submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.

Arbitrator’s Decision and Governing Law. The arbitrator shall apply Nevada law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.

Fees. Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.

14. Governing Law

Except as provided in Section 13 or expressly provided in writing otherwise, this Agreement and your use of the Services will be governed by, and will be construed under, the laws of the State of Nevada, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Nevada law to interpret this Agreement.

15. No Agency; No Employment

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

16. General Provisions

Failure by Talage to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Talage with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Class Action Waiver” in Section 13, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Talage, its successors and assigns.

17. Changes to this Agreement and the Services

Talage reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Talage. Talage will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Talage may also impose limits on certain features or restrict your access to part or all of the Services without notice or liability.

18. No Rights of Third Parties

None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.

19. Notices and Consent to Receive Notices Electronically

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.

20. Contacting Us

If you have any questions about these Terms of Service or about the Services, please contact us by email at service@talageins.com or by mail to Talage, Inc., PO Box 12332, Reno, NV 89510.