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TERMS OF USE

Last Revised: August 29, 2016

1. Overview

The terms and conditions set forth in this Term of Use (the “Terms of Use”) govern your use of any of the services offered by ValChoice, LLC (“ValChoice” “we,” or “us”) through its ValChoice.com website (the “Website”). By using the Website, including but not limited to, to order a Free Report (as defined below), or to purchase Referral Services (as defined below) or Subscriber Services (as defined below), you hereby accept and agree to these Terms of Use. If you do not agree to these Terms, you cannot use the Website, including to order to access any of the products and services offered through the Website.

These Terms of Use apply to any use of the Website, including ordering and using any insurance company grading reports (“Reports”) provided to you on a trial basis at no charge (a “Free Reports”), ordering and using a Report provided for a fee on a per-report basis (“Paid Reports”), listing you on the Website or providing leads to you as part of our referral service (the “Referral Service”), ordering, receiving and using insurance company grading reports and other information as part of our paid, subscription service (the “Subscriber Services”; the Free Reports, Paid Reports, Referral Services, Subscriber Services, collectively with any other products or services provided through the Website are referred to herein as the “Services”)). For a more complete description of the Referral Service and Subscriber Services, go to https://agent.valchoice.com/subscription-pricing/.  We reserve the right in our sole discretion to suspend or cancel any Service at any time.

2. Use Limitation

You may use the Website and the Services for your personal or internal business purposes only and you may not sell or otherwise provide, directly or indirectly, any of the Services to a third party including without limitation any agent, insurance company or other provider of insurance.

You also acknowledge that the Services and the Website are the property, and contain valuable proprietary information, of ValChoice that ValChoice has expended considerable time, effort and resources to develop. You shall not, nor permit any third party to, modify in any way, copy, distribute (other than as specifically permitted below), transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from use or access to the Website, including any Free Reports, Paid Reports, or other reports and materials obtained through any of the Services.

A customer of the Subscriber Services may distribute one (1) copy of a Report to a customer (but may not distribute such Report to more than one customer).

3. Term and Termination

These Terms of Use apply to any and all use of or access to the Website, provided that in the event you purchase Subscription Services, these Terms of Use shall apply until the termination or expiration of your subscription.

If you purchase the Subscription Services, then your subscription will be automatically terminated effective immediately if you fail to pay your subscription fee on or before the day the fee is due.

Termination, by you or us, does not release you from any past or current fees owed for any Services rendered through the termination date. We reserve the right, in our sole discretion, to terminate your access to any or all of the Services or any portion thereof at any time, without notice.

Upon termination, we have no obligation to continue to hold, export, or return data and you acknowledge and agree that we are not liable for the deletion of data you provide. You are responsible for keeping your own copy of any data that you provide to ValChoice.

4. Referral Services

In order to receive the Referral Services, you must separately register for such services and pay the then applicable Referral Services fees. The Company shall have the sole authority to choose the manner in which any subscriber listing will be searched, displayed, accessed, downloaded, copied, and otherwise used in connection with the Referral Services and Valchoice shall have the right to modify any such information. The fees for the Referral Services (including receiving leads) shall be determined (and may be revised) by Valchoice in its sole discretion from time to time. The then current fees will be disclosed to you upon the purchase of the Referral Services, and ValChoice shall provide to you advance notice of any increase in such fees.

You agree, as part of the Referral Services, that your company name, physical address, web address, phone number, and your name may be listed immediately on the Website as a ValChoice subscriber. You also agree that in the event that ValChoice sends you leads you will use these leads solely for your own internal business purposes and will not sell, convey or otherwise transfer these leads to any third parties. You agree that these leads will not be used for any other purposes except for those contemplated herein and you agree to not contact these leads for any other reason.

Upon termination of your subscription all Referral Services will be immediately terminated, including without limitation, the deletion of your company information from the sites Directory of ValChoice agents.

5. Account Management

5.1 Services

If a particular Service requires you to open an account, you must complete the registration process by providing ValChoice with current, complete, and accurate information as prompted by the applicable registration form. Your current contact, billing, and other information must be provided and updated at all times. You are solely responsible for maintaining the accuracy of this information on the Website. We reserve the right to terminate any subscription if this information becomes inaccurate or incomplete.

5.2 Passwords

Many of the Services are accessed by use of a username and password. You are solely responsible for maintaining the confidentiality of your username, password and account information. Further, you are solely responsible for any and all activities that occur under your account. For security purposes, we cannot supply passwords. We may reset passwords after verifying your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else obtaining your password or account information, either with or without your knowledge.

5.3 Legal Use

The Services are for your use only. By using the Services, you are representing and warranting that you are of legal age to form a binding contract and are not a person barred from receiving the Services under the laws of the United States or other applicable jurisdiction. As a condition of your use of the Services, you will not use the Services for any purpose or in any manner that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner which could damage, disable, overburden, or impair our network or interfere with any other person’s use and enjoyment of the Services. You may not attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to us, through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through us. You are liable for the content of any data you provide that passes through our network or Services and for all actions performed by the use of the Services including that which may be illegal, obscene, defamatory, threatening, or that may violate applicable trademark, trade secret or copyright laws and rights.

5.4 User Responsibilities

You agree it is your responsibility to obtain access to the Services and that no equipment (e.g. computer hardware) or internet access will be provided to you by us. You are responsible for informing us of any changes to email addresses, contact information, and billing details to ensure receipt of notifications and invoices.

6. Fees and Billing

6.1 Fees

The fees associated with the Services provided to you are due and payable upon the completion of your registration form. Services are invoiced at the rates and intervals set forth on the Website from time to time. You will receive 60 days prior notice via email of any increase or decrease in such fees. We are not responsible for such notices which are returned to us or which do not reach you due to your failure to update or maintain accurate contact information in our system.

6.2 Liability

The individual or entity ordering any Services is liable for any and all non-payment. The person assenting to these Terms of Use also assumes all fees and our costs associated with non-payment including without limitation reasonable attorneys fees and collections costs.

6.3 Payment Terms

  1. Payment Terms Generally. Many of the Services require the payment of a fee (including the Subscriber Services and the Referral Services). Such fees shall be due and payable as set forth below in this Section.
  2. Month to Month. The default payment term for any Services for which ValChoice charges a fee (including the Subscriber Service and the Referral Service) is monthly where you will be billed on the day of each month when you first subscribed for Services. Future months will be billed on the same day. If billing is stopped or declined, your access to the Services will be immediately discontinued or suspended. Monthly payments are non-refundable.
  1. Yearly. Yearly payments are non-refundable unless you cancel within the first thirty (30) days of your subscription. If you make any changes to your account, the additional Services will be billed on a prorated basis for 12 months so that all pre-paid yearly billing occurs on a single invoice. The yearly subscription will renew automatically on an annual basis. Future years will be billed on the same day and month. If billing is stopped or declined, your access to the Services will be immediately discontinued or suspended.

6.4 Payment Methods

Payments must be remitted in USD currency by either credit card or PayPal.

Fees that you incur for the Services will be charged to the credit card billing service or PayPal account that you provide during registration. If the credit card or PayPal account expires or if we are otherwise unable to charge the credit card or PayPal account for valid charges, then we will notify you of the problem and we reserve the right to suspend your access to the Services immediately until you provide us with an alternative method of payment acceptable to us, in our sole discretion, or terminate your access to the Services.

6.5 Other Fees

Other fees assessed are as follows:

  1. Set up. If a set-up fee is associated with any Service this fee is due on the invoice following the set-up of the Service.
  2. Professional Services Fees. Fees for any consulting, training or other professional services are determined based on the services rendered and are provided at our then current time and materials rates. Payment for professional services must be remitted before the services will be performed.
  3. Returned Check Fees. Accounts with returned checks will be assessed the lesser of a $50.00 late fee or the highest allowable fee permitted by law. If the balance is not paid by the due date the account will be suspended or terminated by us in our sole discretion.
  4. Interest on Unpaid Balances. Any unpaid balance shall accrue interest until paid in full at the rate of 1 percent (1%) per month, compounded monthly, or the highest interest rate permitted under the law, whichever is greater.

6.6 Account Suspension and Collection

If an account balance is overdue, the Services will be automatically suspended or terminated. This suspension entails being locked out of all Services including without limitation access to any data stored on the Website.

6.7 Fee Dispute – Initial Resolution

All billing discrepancies and disputes must be provided in writing within ninety (90) days of the date of any invoice. After the expiration of such 90 day period, all charges assessed shall be deemed accurate and accepted by you.

7. Privacy

Information provided on the Website as part of the Referral Services will be provided to third parties in connection with providing the Referral Services. Other information you provide will be treated in accordance with our Privacy Policy.

8. Ownership of Data

By submitting data and information to the Website (the “Submitted Content”), you hereby grant to ValChoice a royalty-free, transferable, worldwide, sub-licensable, non-exclusive right and license to use (including reproduce, adapt, perform, display, publish, translate, prepare derivative works from, modify, and distribute) the Submitted Content in connection with providing the Services,

You hereby warrant and represent that (a) you own or have the full right, power and authority to grant to ValChoice use of and rights in and to all Submitted Content in connection with ValChoice providing the Services; (b) your license of such content to ValChoice hereunder does not, and the use or license of such content by ValChoice to third parties will not, infringe any right or interest owned or possessed by any third party; and (c) there are no claims, judgments or settlements to be paid by you, or pending claims or litigation, relating to such Submitted Content. With respect to all Submitted Content you have uploaded in the past or elect to upload in the future, post, e-mail or otherwise transmit to or via the Service, ValChoice acknowledges that you retain any applicable ownership rights that you may have with respect to the Submitted Content.

You further acknowledge and agree that ValChoice may preserve any such Submitted Content, and may also disclose such Submitted Content in its sole discretion (including without limitation within other products offered by ValChoice and its affiliates, including other ValChoice companies). Customer agrees not to submit any Submitted Content to ValChoice unless the Customer has received all necessary rights and authorizations, including from the photographer or videographer and/or copyright owner of any written content, photographs or videos, to publish and advertise such materials on the Subscriber’s website or on the Website.

9. UNPERMITTED DISTRIBUTION

You agree we may immediately terminate your access to any Service if ValChoice determines that you have transmitted or otherwise distributed (or intend to do so) any Reports (including any Free Report or Paid Report) or other materials that ValChoice provides to you in connection with the Services, other than as permitted in strict compliance with these Terms of Use.. Any such unpermitted transmittal or distribution would cause significant damages to ValChoice, and if actual damages cannot readily be calculated then you agree to pay ValChoice liquidated damages in the amount of $3.00 for each copy (whether hard copy, electronic, digital or otherwise) of any Report or other material so transmitted or otherwise distributed.

10. No Guaranty; Disclaimer of Representations and Warranties

YOU ACKNOWLEDGE AND AGREE THAT THE ALL REPORTS PROVIDED IN CONNECTION WITH SERVICES, INCLUDING ANY FREE REPORTS AND PAID REPORTS ARE BASED ON DATA MADE AVAILABLE TO VALCHOICE, AND THAT SUCH REPORTS ARE NOT A GUARANTEE OF THE LEVEL OF PERFORMANCE OFAN INSURANCE COMPANY OR THAT YOUR EXPERIENCE WITH AN INSURANCE COMPANY WILL BE CONSISTENT WITH THE GRADING OF AN INSURANCE COMPANY BASED ON SUCH DATA.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR OWN RISK AND THAT THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”. VALCHOICE DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY VALCHOICE, ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, CONSULTANTS OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES) WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR USE OF THE SERVICES.

11. Limitations on Liability

IN NO EVENT SHALL VALCHOICE, ITS OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, CONSULTANTS OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANYINDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (III) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION, OR OTHER INFORMATION AND DATA STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF SERVICES TO THE USER, (VI) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM YOU WHILE USING THE SERVICES, (VII) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, OBSCENE OR OTHERWISE OBJECTIONAL, AND/OR (VIII) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT VALCHOICE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL VALCHOICE’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH ALL SERVICES PROVIDED TO YOU EXCEED THE LESSER OF $1,000 OR THE TOTAL AMOUNT PAID BY YOU FOR THE PARTICULAR SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION FOR THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CAUSE OF ACTION ACCRUED. YOU ACKNWLEDGE THAT SUCH LIMITATION LIMITS VALCHOICE’S LIABILITY TO $0 IN CONNECTION WITH ANY FREE REPORTS OR ANY OTHER PRODUCT OR SERVICE THAT VALCHOICE PROVIDES AT NO CHARGE.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE SERVICES.

HOWEVER, IN CERTAIN STATES WHERE THE LAW MAY NOT ALLOW US TO LIMIT OR EXCLUDE LIABILITY FOR THESE INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY AND YOU MAY HAVE THE RIGHT TO RECOVER THESE TYPES OF DAMAGES. IN ANY EVENT, OUR LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, INJURIES AND CLAIMS OF ANY KIND, WHETHER THE DAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT, OR THEY ARE CLAIMED TO BE CAUSED BY NEGLIGENCE OR OTHER WRONGFUL CONDUCT OR ANY OTHER LEGAL THEORY, WILL NOT BE GREATER THAN THE AMOUNT YOU HAVE PAID TO ACCESS AND USE THE WEBSITE.

12. Indemnity

You agree to protect, defend, indemnify, and hold harmless ValChoice, its officers, directors, managers, employees, consultants and agents, from and against any and all claims, demands, costs, expenses, losses, liabilities, and damages of every kind and nature (including, without limitation, reasonable attorneys fees) imposed upon or incurred by ValChoice directly or indirectly arising from (i) your use of and access to the Services and Website, (ii) your violation of any provision of this these Terms of Use (including but not limited to the failure to pay in full for any Services), and/or (iii) your violation of any third party right, including without limitation any intellectual property or other right. The indemnification obligations under this section shall survive any termination or expiration of these Terms of Use or your use of the Services.

13. Governing Law

These Terms of Use shall be governed by and construed in accordance with the federal law of the United States and the state law of New Hampshire, whichever is applicable, without regard to conflict of laws principles. The U.N. Convention on the International Sale of Goods does not apply to these Terms of Use, the Services, or your use of or access to the Website.

14. Arbitration

If any dispute arises pertaining to any of the Services, the Website, or these Terms of Use (excepting only any cause of action giving rise to a claim for equitable relief), such dispute shall be resolved solely by binding arbitration. The dispute shall be submitted to a single arbitrator selected in accordance with the then-prevailing Rules of Commercial Arbitration of the American Arbitration Association. The arbitration proceeding shall take place in Manchester, New Hampshire or such other location as the parties may mutually agree. The arbitrator shall not contravene or vary in any respect any of the terms or provisions of these Terms of Use. The award of the arbitrator shall be final and binding upon the parties, and judgment upon any award rendered therein may be entered and enforced in any court of competent jurisdiction, including the New Hampshire Superior Court. Neither this arbitration provision nor a pending arbitration shall prevent either party from obtaining injunctive relief for any matter at any time. Each party shall be responsible for its own costs and expenses incurred in such arbitration; provided that ValChoice and you shall each be responsible for fifty percent (50%) of the fees charged by the arbitrator.

15. Waiver of Trial by Jury

YOU AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT TAKES PLACE RELATING TO OR ARISING OUT OF THESE TERMS OF USE OR YOUR ACCESS TO OR USE OF THE WEBSITE.

16. Third Party Beneficiaries;

Nothing in this these Terms of Use shall be deemed to confer any third party rights or benefits. These Terms of Use shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

17. Severability

If a court of competent jurisdiction holds any provision (or a portion thereof) of these Terms of Use to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portion thereof) of these Terms of Use shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

18. Titles and Headings

The titles and headings in these Terms of Use are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret these Terms of Use.

19. Export Restrictions and Unlawful Activity

Our Services are subject to export controls under applicable law. Accordingly, you shall: (i) remain in compliance with all requirements associated with these laws; (ii) cooperate fully with any audit related to these laws; and (iii) not utilize our Services in any country that is embargoed by the United States government. User shall be solely responsible for the importation of our Services, including obtaining any approval, permit or license necessary for importation or use. User represents that neither User, nor any of its directors, officers, agents, employees, or other persons associated with or acting on its behalf: (i) have received or will receive any unlawful contribution, gift, entertainment, or other payment from us; (ii) is a governmental entity; or (iii) is in violation of, or will violate any applicable anti-corruption or anti-bribery law. We shall have an irrevocable right to immediately terminate the Services and your use of an access to the Services or any other relationship with you if this subsection is breached.

20. Force Majeure Event

We shall not be liable for any loss, damage, or failure due to causes beyond our control, including strikes, riots, earthquakes, epidemics, terrorist actions, wars, fires, floods, weather, power failure, telecommunications outage, acts of God, or other failures, interruptions or errors not directly caused by us.

21. Entire Agreement

These Terms of Use constitute the entire agreement and understanding of the parties with respect to your use of and access to the Website. All prior agreements, understandings and representations regarding the same or similar services are superseded in their entirety.

22. Notices

Any questions about these Terms of Use or notices required hereunder should be directed to us by email or regular mail at the following address: ValChoice, LLC, Legal Department P.O. Box 10375, Bedford, NH 03110, or legal@ValChoice.com.

24. Copyright and other Intellectual Property Matters

ValChoice will respond promptly to claims of copyright or trademark infringement that are reported to us pursuant to the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), as follows:

ValChoice, LLC

Legal Department

P.O. Box 10375

Bedford, NH 03110

legal@ValChoice.com

If You are a copyright or trademark owner (or authorized to act on behalf of the copyright or trademark owner) and believe that your work’s copyright or trademark has been infringed, you may report the alleged infringement to us by providing a written notification of claimed infringement that includes substantially the following:

(a) a physical or electronic signature of a person authorized to act on behalf of the owner of a right that is allegedly infringed;

(b) identification of the copyrighted work or trademark claimed to have been infringed, or, if multiple copyrighted works or trademarks are infringed on a single website, a representative list of such works at that website;

(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

(d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;

(e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and

(f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

ValChoice will investigate notices of copyright and trademark infringement and take appropriate actions under the DMCA.

24. Modification

ValChoice, in its sole and absolute discretion, may change or modify these Terms of Use at any time, and such changes or modifications shall be effective immediately upon posting to the Website. You acknowledge and agree that (a) we may notify you of such changes or modifications by posting them to the Website, and (b) your use of the Website after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of these Terms of Use) shall constitute your acceptance of such revised Terms of Use. If you do not agree to be bound by these Terms of Use as revised, you may not use the Website and if you are then paying for Subscriber Services, may immediately terminate your subscription.