Terms & Conditions
Resilience Cyber Insurance Solutions
Last updated: October 22, 2020
PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE SECTION RELATING TO THE ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND WAIVER OF JURY TRIAL, SINCE THEY AFFECT YOUR LEGAL RIGHTS.
Use of the Site
By using the Site, you represent that you are of legal age to form a binding contract with us, that you are not barred under any applicable laws from doing so, and that you have the authority to enter into these Terms personally and, if applicable, on behalf of any organization on whose behalf you have created an account and to bind such organization to these Terms. If you do not meet these requirements, you must not access or use the Site. You are responsible for making all arrangements necessary for you to have access to the Site (e.g., providing your own equipment and internet connection and paying any internet access fees). We may also impose rules for and limits on the use of the Site or restrict your access to part, or all, of the Site without notice or penalty. Your continued use of the Site will constitute your acceptance of any such changes.
We may, in our sole discretion, revise the Site and terminate, suspend, or refuse access to the Site immediately and to remove or edit content, without prior notice or liability to you or any third party, for any reason whatsoever, including without limitation if you breach the Terms. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Children Under Eighteen
Resilience does not knowingly collect, either online or offline, personal information from persons under the age of eighteen. If you are under 18, you may use the Resilience Site only with permission of a parent or legal guardian.
Links to Third Party Sites/Third Party Services
The Resilience Site may contain (or you may be sent via the Resilience Site) links to other websites (“Linked Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging or originating from third parties (“Linked Content”). Such Linked Sites or Linked Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, are not under the control of Resilience, and Resilience is not responsible for the Linked Content or any Linked Site, including without limitation any link contained in Linked Content or a Linked Site or any changes or updates to Linked Content or a Linked Site. Resilience is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Resilience of the Linked Site or Linked Content or any association with its operators.
Rules and Prohibitions
You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to use the Site in any way that violates any applicable federal, state, local or international law or regulation. You also agree not to:
Use the Site in any manner that could disable, over burden, damage, or impair the Site or interfere with any other party’s use or enjoyment of the Site.
Use any robot, spider, or other automatic device, process or means to access the Site for any purpose, including monitoring or copying any of the material on the Site. · Use any device, software, or routine that interferes, or other wise attempt to interfere, with the proper working of the Site.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
Attempt to bypass methods Resilience may use to prevent or restrict access to the Site.
Use the Site for any purpose competitive to the Resilience services or for the purpose of disparaging the Site.
Scrape or copy profiles and information of other Site users through any means (including crawlers, browser plugins and add-ons, and any other technology or manual work) for any purpose whatsoever.
Market, sell, transfer, or otherwise make available to any other person or entity any data collected from, or derived from data collected from, the Site for any commercial, political, market surveying or other purpose, whether in aggregated or bulk form or otherwise.
These Terms permit you to use the Site for your own personal, non-commercial and informational purposes only. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Resilience Site strictly in accordance with these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site. This Site and its entire contents, features, and functionality (including but not limited to all information, software used on the Site, code, algorithms, database, text, displays, images, video and audio, and the design, selection and arrangement thereof) (“Site Content”) is the property of Resilience, its licensors, or its suppliers and protected by United States and international copyright, trademark, patent, trade secret, and other laws that protect intellectual property and proprietary rights. No right, title, or interest in or to the Site or any Site Content is transferred to you, and all rights not expressly granted are reserved by Resilience. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. You agree to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in any such Site Content and will not make any changes thereto. You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Site Content, in whole or in part, found on the Site. The Site Content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any Site Content, and, in particular, you will not delete or alter any proprietary rights or attribution notices in any Site Content. You will use all Site Content solely for your personal use and will make no other use of the Site Content without the express written permission of Resilience and any relevant copyright owner(s). You agree that you do not acquire any ownership rights in any Site Content. We do not grant you any licenses, express or implied, to the intellectual property of Resilience or our licensors except as expressly authorized by these Terms.
You must not use the name and logos of Resilience Cyber Insurance Solutions without the prior written permission of Resilience. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of the irrespective owners.
The Site is controlled, operated and administered by Resilience from our offices within the United States. If you access the Site from a location outside the United States, you are responsible for compliance with all local laws. You agree that you will not use the Site Content in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
All product material, coverages, discounts, insurance terms, definitions, and other material described on this Site is for informational purposes only. This material is for your convenience, and Resilience is not rendering legal, accounting, or tax advice. You should consult with your own legal, financial, and tax advisors on all matters pertaining to such subjects. The information contained on this Site shall not be considered an offer, solicitation, recommendation, invitation or inducement to buy or sell any product or software, or to enter into or conclude any transaction, in any state or other jurisdiction.
You agree to indemnify, defend and hold harmless Resilience and its officers, directors, employees, agents, and third parties (each, an“Indemnified Party”), from and against any losses, claims, actions, costs, liabilities, damages, penalties, fines, and expenses, including with out limitation attorneys’ fees and expenses that may be incurred by an Indemnified Party arising out of, relating to, or resulting from: (i) your use of the Site,(ii) your violation of any of these Terms, (iii) your violation of any rights of a third party, or (iv) your violation of any applicable laws, rules, or regulations. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. Resilience reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Resilience in asserting any available defenses.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK.CHANGES ARE PERIODICALLY MADE TO THE SITE AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. The information, software, products, and services included in or available through the Site may include inaccuracies or typographical errors. Resilience makes no representations and disclaims all warranties and conditions with regard to the security, quality, completeness, suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on the Site for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services and related graphics are provided “as is” without warranties or conditions of any kind, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Limitations of Liability
TO THE FULLEST EXTENT OF LAW, IN NO EVENT SHALL RESILIENCE AND ITS AFFILIATES, NOR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND LOSS OF DATA, REVENUE, USE, AND ECONOMIC ADVANTAGE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF RESILIENCE AND ITS AFFILIATES, NOR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO RESILIENCE IN CONNECTION WITH THE EVENT GIVING RISE TO SUCH LIABILITY OR (B) IN THE EVENT YOU HAVE NOT PURCHASED OR PAID TO RESILIENCE ANY AMOUNTS IN CONNECTION WITH THE SITE, $100 U.S. DOLLARS.
Visiting the Resilience Site or sending emails to Resilience constitutes electronic communications. For contractual purposes, (i) you consent to use of electronic communications in connection with your use of the Site, including without limitation this electronic signature and disclosure notice and to receive communications from us in electronic form; and (ii) you agree that all notices, documents, and disclosures provided via email and on the Site, satisfy any legal requirement that such communication be in writing. Your consent to receive communications and do business electronically, and your agreement to do so applies to all of your interactions and transactions with us. If you do not agree, do not accept theseTerms and do not use or access this Site.
Changes to Terms
Resilience reserves the right, in its sole discretion, to change theTerms under which access to the Resilience Site is offered. All changes are effective immediately when we post them, and the most current version of theTerms will supersede all previous versions. Your continued access to the Site or use of the Services following the posting of revised Terms means that you accept and agree to the changes. Resilience encourages you to periodically review the Terms to stay informed of our updates.
Laws and Regulations
Any access to and use of the Site are subject to all applicable federal, state, and local laws and regulations.
Governing Law and Venue
This Agreement is governed by the laws of the State of Delaware consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Resilience agree that all claims and disputes arising out of or relating to these Terms will be litigated exclusively in the state or federal courts located in the State of Delaware.
Arbitration and Class Action Waiver
PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH RESILIENCE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION WILL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”. Any dispute relating in any way to your visit to, or use of, the Site, or to your relationship to Resilience (“Claims”) will be exclusively submitted to confidential and binding arbitration in San Francisco, California including based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; and Claims made independently or with other claims; provided, however, that to the extent that you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Delaware. The party filing arbitration must submit Claims to the American Arbitration Association and follow its rules and procedures for initiating and pursuing arbitration. Any arbitration hearing that you attend will be held at a place chosen by the American Arbitration Association in the same city as the U.S. District Court closest to your then current residential address or at some other place to which you and Resilience agree in writing, and the arbitrator shall apply Delaware law consistent with the Federal Arbitration Act.
YOU SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS OR TO ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. You may obtain copies of the current rules, and forms and instructions for initiating arbitration by contacting the American Arbitration Association at using the contact information noted below. American Arbitration Association Website: www.adr.org A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten (10) years’ experience or a retired or former judge, selected in accordance with the rules of the American Arbitration Association. The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Terms, in which case these Terms will prevail. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. Each party to the arbitration will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. The arbitrator’s award is final and binding on the parties.
ANY CLAIM YOU HAVE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE THE CLAIM ARISES. AS NOTED ABOVE, YOU AND RESILIENCE HEREBY VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT EITHER MAY HAVE TO A JURY TRIAL. We will not choose to arbitrate any Claim you bring in small claims court. However, if such a Claim is determined by the court to be outside its jurisdiction, the parties agree that the dispute shall then be submitted to arbitration. You may opt out of this Arbitration Agreement. If you do so, neither you nor Resilience can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Resilience in writing no later than thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Resilience username (if any), the email address you used to set up your Resilience account (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: firstname.lastname@example.org. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us. This Arbitration Agreement will survive any termination of your relationship with Resilience.
These Terms and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permitted by law. You may not assign any of your rights in these Terms, and any such attempt is void, but we may assign any or all of our rights and obligations to others at any time. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Site.
Resilience welcomes your questions or comments regarding these Terms.
Please feel free to contact us at email@example.com.