Talage, Inc. Terms of Service - 9.19.19

TALAGE, INC.
TERMS OF USE
Last Updated September 2019

These Terms of Service govern your (the “User”) access to and use of the talageins.com website, including the online quoting, online purchasing, and online maintenance (customer center) applications running within talageins.com, along with any related websites, networks, applications, and other services (collectively, the “Services”) provided by or through Talage, Inc. (“Talage”). References to “User” in these Terms of Service means you as the User, User’s authorized representatives, and any entity User may represent in connection with User’s use of the Services. These Terms of Service are a legally binding contract between User and Talage regarding use of the Services:

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY ACCESSING OR USING THE SERVICES, USER AGREES THAT USER HAS READ AND UNDERSTOOD, AND, AS A CONDITION TO USE OF THE SERVICES, AGREES TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING TALAGE’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). If USER IS not eligible, or does not agree to the Terms, then USER does not have TALAGE’S permission to use the Services. USER’S USE OF THE SERVICES, AND TALAGE’S PROVISION OF THE SERVICES TO USER, CONSTITUTES AN AGREEMENT BY TALAGE AND BY USER TO BE BOUND BY THESE TERMS. ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 32, User agrees that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, USER AND TALAGE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. USER AGREES TO GIVE UP USER’S RIGHT TO GO TO COURT to assert or defend User’s rights under this contract (except for matters that may be taken to small claims court). User’s rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 32.) User and Talage agree as follows:

1. These Terms are effective beginning when User accepts the Terms or first access or use of the Services, and ending when terminated as described in these Terms. User acknowledges that User has read, understands, and agrees to these Terms.
2. User must be at least 18 years old to use the Services. By agreeing to these Terms, User represents and warrants to Talage that: (a) User is at least 18 years old; (b) User has not previously been suspended or removed from the Services; and (c) User’s registration and User’s use of the Services is in compliance with any and all applicable laws and regulations. If User is an entity, organization, or company, the individual accepting these Terms on User’s behalf represents and warrants that he or she has the authority to bind User to these Terms and User agrees to be bound by these Terms.
3. User agrees that all records, documents, transactions, and correspondence provided to User by Talage will be delivered in electronic form and acknowledges that no documents will be delivered in paper form. User agrees that any notices, agreements, disclosures, or other communications that Talage sends to User electronically will satisfy any legal communication requirements, including that those communications be in writing. User may request to receive communications from Talage in paper form if User chooses to withdraw this consent. If User withdraws the consent to provide records in electronic form, User will then be provided with records in paper form. To withdraw consent, User must email Talage at service@talageins.com with the following subject line “WITHDRAW ELECTRONIC CONSENT.” The body of the email must include User’s name, policy number, effective and expiration dates of the policy, and the effective date of User’s withdrawal. User is responsible for maintaining a current email address in the Services to ensure that correspondence is deliverable to User. In connection with User’s use of the Services, Talage may send service announcements, administrative messages, and other information to the User.
4. Talage reserves the right to determine eligibility for the Services in its sole discretion. Not all of the products or services described on talageins.com are available in all States or User may otherwise not be eligible.
5. Talage reserves the right, at Talage’s discretion, to modify these Terms at any time upon 7 days’ notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies User’s rights or obligations, Talage may require that User accepts the modified Terms in order to continue to use the Services. Material modifications are effective upon User’s acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 5, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. By accessing or using the Services, User confirms that User can form a binding contract with Talage.
6. All insurance purchasing conclusions and decisions, including, but not limited to, coverage amounts, limits, and deductibles are completely and solely the responsibility of the User. The content and information within the Services is for convenience and information purposes only. Nothing therein should be construed as rendering tax, legal, investment, or accounting advice.
7. Any coverage descriptions provided on Talage’s website are general descriptions of available coverages and are not a statement of contract. To obtain coverage, User must submit an application through the Talage Services or by contacting Talage’s member services team at 1-833-4TALAGE. All applications are subject to underwriting approval. Coverages and availability may vary by jurisdiction.
8. Talage may at its sole discretion change the content and information available on or through the Services at any time.
9. User is encouraged to review User’s policy documentation. At the time of a claim, coverage will be determined in accordance with the terms and conditions of the insurance policy and applicable state law.
10. The Services are owned and operated by Talage. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, content, and all other elements of the Services (“Materials”) provided by Talage are protected by intellectual property and other laws. All right, title, and interest in and to Services and Materials, including all worldwide intellectual property rights therein, are and will remain the exclusive property of Talage or its third party licensors. Talage reserves all rights to the Services and Materials not expressly granted in these Terms. Using the Services does not give User ownership of any intellectual property rights in the Services or Materials, which shall remain with Talage and Talage’s respective licensors. Except as expressly authorized by Talage, User may not make use of the Materials.
11. Subject to User’s complete and ongoing compliance with these Terms, Talage grants User, solely for User’s personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services. Except and solely to the extent such a restriction is impermissible under applicable law, User may not: (a) reproduce, distribute, publicly display, or publicly perform the Services; (b) make modifications to the Services; or (c) interfere with or circumvent any feature of the Services, including any security or access control mechanism. If User is prohibited under applicable law from using the Services, User may not use it.
12. User hereby represents and warrants that the information provided upon application, purchase, registration, claim submission, and at all other times, will be true, accurate, current, and complete.
13. Some portions of the Services are protected and require a user identification code and password for access. User is solely responsible for maintaining the confidentiality of User’s account and password, and User accepts responsibility for all activities that occur under User’s account. Unauthorized access or use of such portions of the Services is prohibited. User agrees that User will notify Talage immediately if a third party obtains User’s User ID or password, or if User believes that any unauthorized access or use may occur or has occurred, by contacting Talage’s member services team at 1-833-4TALAGE, through the chat feature of the Services, or by emailing Talage at service@talageins.com.
14. If Talage believes that any unauthorized access may occur or has occurred, Talage may terminate such access without prior notice to User. User also agrees that Talage is permitted to act upon any instructions received using User’s User ID and password and to consider such instructions as authorized by User.
15. User understands and agrees that, if available, Talage will charge, and User hereby authorizes Talage to charge, the credit card, debit card, bank account (“ACH”), or other payment method specified in User’s account or at the time of purchase (“Payment Method”) for all sums for the orders and purchases User makes, including all applicable taxes. If User pays any fees with a credit card, Talage may seek pre-authorization of User’s credit card account prior to User’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover User’s purchase. Before User pays any fees, User will have an opportunity to review and accept the fees that will be charged. All fees are in U.S. Dollars and are non-refundable.
16. User with an insurance policy issued by a participating Insurance Company is required to notify Talage of changes in User’s annual payroll within seven business days when change in annual payroll is greater than 20%. Notification of payroll changes to be made by User by contacting Talage’s member services team at 1-833-4TALAGE, by contacting Talage through the chat feature of the Services, or by emailing Talage at service@talageins.com.
17. Certain features of the Services may permit users to upload content to the Services, including messages, reviews, photos, video, images, folders, data, text, and other types of works (“User Content”). User retains any copyright and other proprietary rights that User may hold in the User Content that User posts to the Services. By providing User Content to or via the Services, User grants Talage a non-exclusive license (with the right to sublicense) to host, store, display, perform, distribute, transfer, modify (for technical purposes), and reproduce User’s User Content to enable Talage to operate and improve the Services. User agrees that these rights and licenses are royalty free, fully paid, worldwide, and irrevocable, and include a right for Talage to make such content available to, and pass these rights along to, others with whom Talage has contractual relationships related to the provision of the Services, solely for the purpose of providing the Services, and to otherwise permit access to or disclose User Content to third parties if Talage determines such access is necessary to comply with its legal obligations. Talage disclaims any and all liability in connection with User Content. User is solely responsible for User’s User Content and the consequences of providing User Content via the Services. By providing User Content via the Services, User affirms, represents, and warrants that:
    1. User is the creator and owner of the User Content, or has the necessary licenses, rights, consents, and permissions to authorize Talage to use and distribute User’s User Content as necessary to exercise the licenses granted by User in this Section, in the manner contemplated by Talage, the Service, and these Terms;
    2. User’s User Content, and the use of User’s User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Talage to violate any law or regulation; and
    3. User’s User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
18. Talage is under no obligation to edit or control User Content provided to or via the Services, and will not be in any way responsible or liable for User Content. Talage may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in Talage’s sole judgment violates these Terms or is otherwise objectionable. User agrees to waive, and does waive, any legal or equitable right or remedy User has or may have against Talage with respect to User Content. Talage does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Services by its users. User acknowledges and agrees that Talage reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services for operational and other purposes. If at any time Talage chooses to monitor the content, Talage still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content.
19. If User chooses to provide any input, ideas, suggestions, documents, or proposals relating to the Services (or other products or services) to Talage (“Contributions”), User acknowledges and agrees that: (i) Contributions do not contain confidential or proprietary information; (ii) User is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (iii) Talage shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way; (iv) Talage may have something similar to the Contributions already under consideration or in development; (v) User hereby grants Talage an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Contributions in any manner and for any purpose, including to improve the Services and create other products and services; and (vi) User is not entitled to any accounting, compensation, or reimbursement of any kind from Talage under any circumstances.
20. Do not misuse the Services. User agrees not to use the Services or any aspect or feature thereof for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limiting the proceeding sentence, User agrees that User will: (i) review and comply with these Terms and the Privacy Policy (ii) comply with all applicable laws, including, without limitation, privacy laws and regulations, intellectual property laws, export control laws, tax laws, and regulatory requirements; (iii) provide accurate information to Talage and update it as necessary; and (iv) act honestly and in good faith.
21. By using the Services, User agrees NOT to: (i) create an account for anyone other than a natural person (unless User is a company, organization, legal entity or a brand and represents that company, organization, legal entity, or brand); (ii) defame, stalk, bully, abuse, threaten, harass, abuse, intimidate, harm another person, or engage in any other predatory behavior, including sending unwelcomed communications to others or engage in any other predatory behavior, or incite others to commit violent acts; (iii) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying User’s age or date of birth;; (iv) duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found in the Services, except as permitted in these Terms, or as expressly authorized by Talage; (v) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof; (vi) utilize or copy information, content or any data User views on or obtains from the Services to provide any service that is competitive, in Talage’s sole discretion, with the Services; (vii) adapt, modify, or create derivative works based on the Services or technology underlying the Services, in whole or part; (viii) rent, lease, loan, trade, sell/re-sell any information in the Services, in whole or part; (ix) use the communication systems provided by the Services for any commercial solicitation purposes; (x) sell, sponsor, or otherwise monetize any service or functionality in the Services, without Talage’s express written consent; (xi) remove any copyright, trademark or other proprietary rights notices contained in or on the Services (whether Talage’s or Talage’s licensor’s); (xii) remove, cover or otherwise obscure any form of advertisement included on the Services; (xiii) collect, harvest, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from the Services (excluding User’s User Content, and except if the owner of such information has expressly permitted the same); (xiv) share other users or third party’s information or their User Content without their express consent; (xv) infringe or use Talage’s brand, logos or trademarks in any business name, email, or URL except as expressly permitted by Talage; (xvi) use or launch any manual or automated system or software, devices, scripts robots, other means or processes to access, scrape, crawl, cache, spider or any web page or other service contained in Talage’s Services, or to access the Services in a manner that sends more request messages to Talage’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; (xvii) use bots or other automated methods to access the Services, add or download contacts, send or redirect messages, or perform other similar activities through the Services; (xviii) access, via automated or manual means or processes, the Services for purposes of monitoring its availability, performance or functionality for any competitive purpose; (xix) engage in framing, mirroring, or otherwise simulating the appearance or function of the website; (xx) attempt to or actually access the Services by any means other than through the approved interfaces provided by Talage (this prohibition includes accessing or attempting to access the Services using any third-party service, including software-as-a-service platforms that aggregate access to multiple services); (xxi) engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on the Services’ infrastructure, including, but not limited to, sending unsolicited communications to other users or Talage’s personnel, attempting to gain unauthorized access to the Services, or transmitting or activating computer viruses, Trojan horses, worms, time bombs or any other harmful or deleterious software programs through or on the Services; (xxii) interfere or disrupt or game the Services including, but not limited to, any servers or networks connected to the Services, or the underlying software; (xxiii) interfere with security-related features of the Services, including by disabling or circumventing features that prevent or limit use or copying of any content; (xxiv) use the Services for any illegal purpose or in violation of any local, state, national, or international law; (xxv) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right; or (xxvi) attempt to do any of the acts described in this Section 24 or assist or permit any person in engaging in any of the acts described in this Section 24.
22. The Services may contain links to third party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Talage. Talage is not affiliated with those websites, does not endorse them, has no control over those websites, and assumes no responsibility and/or liability for the content, privacy policies, or practices of any third party websites. In addition, Talage will not and cannot censor or edit the content of any third-party site. If User’s accesses any third party’s website, service, or content from Talage’s Services, User does so at User’s own risk. By using the Services, User expressly releases Talage (and Talage’s owners, employees, agents, affiliates, and/or licensors) from any and all liability arising from User’s use of any third-party website, information, materials, products, or services. Accordingly, Talage encourages User to be aware when User has left the Services and to read the terms and conditions and privacy policy of each other website that User visits.
23. Notwithstanding the limitations set forth below, insurance coverage and Talage’s performance under User’s insurance policy are determined solely by the terms, conditions, exclusions, and limitations of User’s insurance policy and applicable law.
24. USER EXPRESSLY UNDERSTANDS AND AGREES THAT: (a) USER’S USE OF THE SERVICES AND THE PURCHASE AND USE OF ANY PRODUCTS OR SERVICES ARE ALL AT USER’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TALAGE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT; (b) TALAGE DOES NOT WARRANT THAT (i) THE SERVICES WILL MEET ALL OF USER’S REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED; (c) ANY MATERIAL OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT USER’S OWN DISCRETION AND RISK AND USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER OR OTHER DEVICE OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL; (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM TALAGE OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
25. TO THE FULLEST EXTENT PERMITTED BY LAW, USER EXPRESSLY UNDERSTANDS AND AGREES THAT IN NO EVENT WILL TALAGE, ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS, AND EACH OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, AND SUCCESSORS (“Talage Entities”) BE LIABLE TO USER FOR ANY -INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF TALAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING THEREFROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF USER’S TRANSMISSIONS, CONTENT OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE SERVICE; (iv) TALAGE’S ACTIONS OR OMISSIONS IN RELIANCE UPON USER’S ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (v) USER’S FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO USER’S ACCOUNT INFORMATION; (vi) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (vii) THE TERMINATION OF USER’S ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF SERVICE; OR (viii) ANY OTHER MATTER RELATING TO THE SERVICE. IN ANY EVENT AND WITHOUT LIMITING THE GENERALITY OF THIS SECTION, TO THE EXTENT PERMITTED BY LAW, USER AGREES THAT THE TALAGE ENTITIES’ TOTAL LIABILITY TO USER FOR ALL DAMAGES AND LOSSES SHALL NOT IN ANY CIRCUMSTANCES EXCEED THE GREATER OF (A) $100, OR (B) THE AGGREGATE OF THE AMOUNT (IF ANY) PAID BY USER TO TALAGE IN THE 12 MONTHS IMMEDIATELY PRECEDING BRINGING OF A CLAIM AGAINST TALAGE OR TALAGE’S AFFILIATES.
26. NOTHING IN THESE TERMS OF SERVICE (INCLUDING THE LIMITATION OF LIABILITY PROVISIONS) IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN USER’S JURISDICTION (IF ANY) WILL APPLY TO USER AND TALAGE’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
27. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN SECTION 28 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE
28. To the fullest extent permitted by law, User is responsible for User’s use of the Services, and User agrees to defend, indemnify and hold harmless the Talage from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney’s fees) arising from or in connection with: (i) User’s use of the Services; (ii) User’s violation of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (iii) User’s violation of any third party right, including without limitation any intellectual property, confidentiality, property, publicity or privacy right; including all actions taken under User’s account; or (iv) any dispute or issue between User and any third party. Talage reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User (without limiting User’s indemnification obligations with respect to that matter), and in that case, User agrees to cooperate with Talage’s defense of those claims.
29. In the interest of resolving disputes between User and Celerity in the most expedient and cost effective manner, and except as described in Section a, User and Celerity agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than a court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. USER UNDERSTANDS AND AGREES THAT, BY ENTERING INTO THESE TERMS, USER AND TALAGE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
    1. Despite the provisions of Section 32, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
    2. Any arbitration between User and Talage will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Talage. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
    3. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Talage’s address for Notice is: Talage Services, Inc.,10375 Professional Circle, Reno, Nevada 89521. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, User or Talage may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by User or Talage must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards User an amount higher than the last written settlement amount offered by Talage in settlement of the dispute prior to the award, Talage will pay to User the higher of: (i) the amount awarded by the arbitrator; or (ii) $5,000.
    4. If User commences arbitration in accordance with these Terms, Talage will reimburse User’s payment of the filing fee, unless User’s claim is for more than $5,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Washoe County, Nevada, but if the claim is for $5,000 or less, User may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of User’s billing address. If the arbitrator finds that either the substance of User’s claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, User agree to reimburse Talage for all monies previously disbursed by it that are otherwise User’s obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
    5. USER AND TALAGE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN USER’S OR TALAGE’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both User and Talage agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
    6. If Talage makes any future change to this arbitration provision, other than a change to Talage’s address for Notice of Arbitration, User may reject the change by sending Talage written notice within 30 days of the change to Talage’s address for Notice of Arbitration, in which this arbitration provision, as in effect immediately prior to the changes User rejected will survive.
    7. If Section e is found to be unenforceable or if the entirety of this Section 32 is found to be unenforceable, then the entirety of this Section 32 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 33 will govern any action arising out of or related to these Terms.
30. These Terms are governed in all respects by the laws of the State of Nevada, without giving effect to any principles of conflicts of laws. User and Talage submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Washoe County, Nevada, for resolution of any lawsuit or court proceeding permitted under these Terms.
31. User’s use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that Talage may post on or link to from the Services (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
32. Talage values and protects the privacy of User’s information. User agrees to review Talage’s Privacy Policy. User acknowledges and agrees that except as otherwise described in these Terms, any information User provides, or Talage collects, in connection with the Services, including User Content, will be used and otherwise processed in accordance with Talage’s Privacy Policy. User is responsible for all information, including personal information, that User provides in connection with the Services. User represents and warrants that its collection, use, and provision of information in connection with the Services complies with all applicable privacy and data protection laws and regulations.
33. “Confidential Information” means (a) for Talage, the Services, Materials, and any related documentation; (b) for User, information User provides in connection with the Services; (c) any other information Talage or User discloses to the other party (“Receiving Party”) that is designated as confidential or proprietary at the time of disclosure, or that due to the nature of the information the Receiving Party would reasonably understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of these Terms. Confidential Information shall not include any information that: (i) was or becomes generally known to the public through no fault or breach of these Terms by the Receiving Party; (ii) was rightfully in the Receiving Party’s possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by the Receiving Party without use of the disclosing party’s Confidential Information; or (iv) was rightfully obtained by the Receiving Party from a third party not under a duty of confidentiality and without restriction on use or disclosure.
34. The Receiving Party will (i) use the Confidential Information of the other party solely in accordance with these Terms; (ii) not disclose Confidential Information to a third party, except on a need-to-know basis to its attorneys, auditors, consultants, and service providers who are under written confidentiality obligations at least as restrictive as those contained herein; and (iii) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
35. If Talage is required by law to disclose User’s Confidential Information, Talage will use commercially reasonable efforts to promptly notify User prior to making such disclosure (to the extent legally permitted), and assist User to obtain, where reasonably available, an order protecting the Confidential Information from public disclosure.
36. Talage reserves the right to discontinue or modify the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to User. Talage will have no liability for any change to the Services or any suspension or termination of User’s access to or use of the Services.
37. If User violates any provision of these Terms, User’s authorization to access the Services and these Terms automatically terminate. In addition, Talage may, at its sole discretion, terminate these Terms or User’s account on the Services, or suspend or terminate User’s access to the Services, at any time for any reason or no reason, with or without notice. User may terminate User’s account and these Terms at any time by contacting Talage’s member services team at 1-833-4TALAGE, by contacting Talage through the chat feature of the Services, or by emailing Talage at service@talageins.com.
38. Upon termination of these Terms: (a) User’s license rights will terminate and User must immediately cease all use of the Services; (b) User will no longer be authorized to access User’s account or the Services; (c) User must pay Talage any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 3, 11, 20, 22, 27 through 37, 39, 40, and 41 will survive.
39. These Terms, together with the Privacy Policy, any other agreements expressly incorporated by reference into these Terms, and any other legal notices published by Talage on the Services, shall constitute the entire agreement between User and Talage concerning the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Throughout these Terms the use of the word “including” means “including but not limited to.”
40. Talage may, in its sole and absolute discretion, transfer, assign, sublicense, or pledge in any manner whatsoever, these Terms or any of its rights and obligations under these Terms without notice or consent. User may not transfer, assign, delegate, sublicense, or pledge in any manner whatsoever, these Terms or any of User’s rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without Talage’s prior written consent.
41. The Services are offered by Talage Services, Inc., located at 300 S. Wells Ave. Suite 4, Reno, NV 89502. User may contact Talage by sending correspondence to that address or by emailing Talage at service@talageins.com.
42. If User is a California resident, under California Civil Code Section 1789.3, User may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding the use of the Services.
43. Talage is under no obligation to provide support for the Services. In instances where Talage may offer support, the support will be subject to published policies.
44. The Services are intended for visitors located within the United States. Talage make no representation that the Services are appropriate or available for use outside of the United States. Access to the Services from countries or territories or by individuals where such access is illegal is prohibited.
45. Workers Compensation Bureaus regularly update experience modifiers and merit rating factors associated with your business. Talage always endeavors to use the most current value provided by your state’s bureau. Accordingly, it’s possible your quoted premium could change.