Terms of Use.docx

Fletch Technologies, Inc.

Last modified on March 10th, 2022

Our Services

Thank you for using our products and services. We provide an open insurance technology ecosystem. We draft and maintain these Terms of Use to ensure the quality of the Fletch experience. These Terms of Use bind you and are important. Please read them. If you violate these Terms of Use We may terminate your account.

Your Acknowledgment and Acceptance of these Terms

Fletch Technologies, Inc. and affiliated entities, including Fletch Insurance Services LLC, (“Fletch” “Us” or “We”) provides the Fletch.co site and various related sites, downloads, apis, software, apps, systems, technology, and services (collectively, the “Site”) to you, the user, subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Use”), as well as any other written agreement between us and you. In addition, when using particular services, software, or materials of the Site, users shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

BY USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THE SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THE SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS, SOFTWARE, OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THE SITE, OF ANY PART THEREOF.

These Terms of Use are effective as of the “Last Modified” date identified at the top of this page. We expressly reserve the right to change these Terms of Use from time to time without notice to you other than updating these Terms of Use on our Website. You acknowledge and agree that it is your responsibility to review this Site and these Terms of Use from time to time and to familiarize yourself with any modifications. Your continued use of the Site after such modifications will constitute acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use. However, for any material modifications to the Terms of Use or in the event that such modifications materially alter your rights or obligations hereunder, such amended Terms of Use will automatically be effective upon the earlier of (i) your continued use of this Site with actual knowledge of such modifications, or (ii) 30 days from publication of such modified Terms of Use on this Site. Notwithstanding the foregoing, the resolution of any dispute that arises between you and us will be governed by the Terms of Use in effect at the time such dispute arose.

As used in these Terms of Use, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Site and/or its components, software, and contents.

Please review the Fletch privacy policy at https://fletch.co/privacy.html. The terms of the Privacy Policy are incorporated into, and considered a part of, these Terms of Use.

License

We may provide software from time to time for you to download so that you can use our services (the “Software”). We give you a limited, revocable, non-transferable, non-sublicensable, license for you to use the Software provided by us internally solely to use our Services. You agree to follow our instructions concerning use of the Software and delete or return the Software upon our request.

You agree not to (a) reverse engineer, disassemble, decompile or otherwise attempt to derive any of our Software, technology, or the Site, (b) make any of our products, services, Software, or technology available to any third parties, (c) modify, adapt, translate or create derivative works from, our Software, technology, or Site, (d) reproduce any portion of the products, services, Site, Software, or technology, or (e) permit or authorize any person other than you to access our Software, products, services, technology, or your account.

If you ever feel like our Site could be improved please let us know how. We certainly appreciate anything you may suggest to improve the Site. If you provide any such feedback or suggestions to Us, We may use all such feedback and suggestions for any purpose. So that we may use and incorporate such feedback or suggestions into the Site, We alone will own all right, title and interest, including all related intellectual property rights, in and to all such feedback or suggestions and you hereby assign all such feedback and suggestions to Us, in consideration for the earlier of (i) your continued use of the Site, sand (ii) a maximum payment to you of $1.00, payable not more than 1,000 days following your demand therefore.

Fees

When you sign up on our Site We may request you will provide us with a valid credit or debit card or other payment method acceptable to us and will keep such card active and updated at all times. You agree (i) that we may begin charging you as soon as you use products or services for which there is a cost, and (ii) to pay for all products and services ordered through our Site, whether or not satisfied with those products or services. You acknowledge and agree that no charges by us are refundable to you. You agree to all additional terms included in any order form agreed by you, whether in click-through, electronic signing, or paper format. All non-public pricing terms are confidential, and you agree not to disclose them to any third party. You agree to provide Us with complete and accurate billing and contact information, and to update such information within 10 days of any change.

No Use By Children Under Age 13

If you are under the age of 13, please do not attempt to register with Us at the Site or provide any personal information about yourself to Us. If We learn that We have collected personal information from a child under the age of 13, We will promptly make a good faith attempt to locate, isolate, and delete that information. If you believe We have collected personal information from a child under the age of 13, please contact Us at info@fletch.co. If you are over the age of 13, you may provide Us with whatever information about yourself necessary for Us to perform the services you request, and We will only use this information pursuant to our Privacy Policy.

Trademarks

All trademarks, logos and service marks displayed on the Site are Fletch’s property or the property of third parties. You are not permitted to use these Marks without Fletch’s prior written consent. You consent for Us to display your trade and service marks on the Site and identify you as a customer of ours. You acknowledge and agree that We may develop and publish case studies highlighting the main benefits provided to you by Us.

Third Party Links

The Site may contain links and share data with other websites operated by third parties as outlined in our privacy policy. Such third party websites are not under the control of Fletch. Fletch is not responsible for the content of any third party website or any link contained in a third party website. Fletch provides these links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to third party websites. If you decide to access any of the third party websites linked to the Site, you do this entirely at your own risk. Third party websites are subject to their own terms and policies, including privacy and data gathering practices.

Guarantee, Warranty, and Limitations on Damages

There is no warranty on the accuracy of our products, services, technology, Software, or Site. What we will promise is that we’ll do our best to provide the most accurate and useful products, services, technology, Software, and Site. If we provide anything that is inaccurate, although we’ll be deeply sorry, you agree that you can’t hold us liable for it (or the results) legally or morally.

You agree to indemnify, defend and hold us harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys’ and other professionals’ fees) resulting from your use of our products, services, technology, Software, or Site, or your activities on the Site, your breach of any provision of these Terms of Use and/or any negligence or intentional wrongdoing by you. In connection with any such defense, you shall employ counsel acceptable to us, and we shall be entitled to participate in such defense at our own cost and expense.

WE PROVIDE THE SITE, OUR SOFTWARE, ITS CONTENT AND OUR SERVICES “AS IS”, WHERE IS, AND WITH ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE ALSO DO NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE OR OUR SERVICES, PRODUCTS, OR SOFTWARE, AND OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. YOU USE THIS SITE AT YOUR OWN RISK.

You release Us and hereby hold Us (and our agents, directors, officers, employees and content providers) harmless from any and all claims, demands, and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, whether or not suit is instituted, arising out of or in any way connected with the Site, or your use hereof or activities hereon (the “Released Claims”). You waive the provisions of any law limiting or prohibiting a general release and acknowledge that you have read and understand, and expressly waive the benefits of, Section 1542 of the Civil Code of California which provides that:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTION OF THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

You agree that We have no liability, whatsoever, for the unavailability of the Site caused by failure on or concerning the Site or lack of maintenance or other work to keep the Site operable. We will also not have any liability for any loss of data or transactions resulting from delays or service interruptions caused by Us, any third party acts or any other web host provider or the Internet infrastructure and network internal or external to the Site.

IN NO EVENT SHALL FLETCH BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE LESSER OF (i) U.S. $10,000 AND (ii) THE AMOUNTS WHICH YOU HAVE ACTUALLY PAID TO US IN CONNECTION WITH YOUR USE OF THE SITE. THIS LIMITATION MAY NOT BE APPLICABLE IN CERTAIN CIRCUMSTANCES OR CERTAIN STATES.

The limitations of liability provided in these Terms of Use inure to the benefit of Us, our Affiliates and to all of our respective officers, directors, employees, attorneys and agents.

Intellectual Property Ownership and Confidentiality

You may use the Site for the purposes intended by Us. If someone compels Us by law to identify or provide any information about you to them, We will use reasonable efforts to alert you of such process, if we can, as soon as reasonably practical.

As used in these Terms of Use, your confidential information means non-public information that you provide to Us that you reasonably expect Us to keep secret, including your personal information (i.e., your name, your identification numbers, your credit card information, and similar information), but does not include information that (1) becomes generally available to the public other than an unauthorized disclosure by Us; (2) was or becomes available to Us on a non-confidential basis prior to your disclosure of the information to Us; (3) is independently developed by Us without using your confidential information; or (4) information We are required to disclose by a warrant, subpoena or other request in an investigation or legal proceeding or where disclosure is necessary to protect Fletch’s rights or property.

You acknowledge that we own all right, title and interest in our Site, Software, apis, technology, confidential information, trade secrets, analytics, marks and indicia of origin, and all intellectual property on our Site.

We are entitled to rely on the accuracy of all information provided by You to Us. You agree to promptly inform Us of any such incorrect information and bear the reasonable costs of correction. You acknowledge Your responsibility to verify reports or compilations provided by You to Us. You will have the sole responsibility and liability for the adequacy, completeness, accuracy of information, documents and records of or relating to You provided by You to Us, and You acknowledge that We are entitled to rely upon and act in accordance with any instructions, guidelines or information provided to Us by You.

Cancellations

If you leave us, We'll miss you dearly but We won’t hold you back. To terminate, just email our team at: info@Fletch.co and ask us to cancel your membership. We may cancel your contract for any or no reason at any time immediately and will give you notice as soon as convenient.

Non-Solicitation

You acknowledge that We have made a great effort and investment in creating our Site, technology, Software, apis, and other intellectual property and that We have a legitimate interest in earning a reasonable return on that effort and investment. To the fullest extent permitted under applicable law, you agree that during your use of the Site and for a period of twelve (12) months immediately following the termination of your use of the Site for any reason, whether voluntary or involuntary, with or without cause, you shall not attempt, directly or indirectly, to solicit any of our employees, vendors, partners or Affiliates that are known to you

Insurance Products

You may apply for and purchase insurance products through the Site. By sharing your information with Us via the Site, you consent to have the information treated as outlined in our Privacy Policy.

The materials available on the Site are provided for informational purposes only. Use of the Site is at your own risk. The Site could include inaccuracies or typographical errors and may not be complete or current. We reserve the right to correct any inaccuracies, errors, or omissions and to change and update information at any time without prior notice (including after you have submitted your information or requested to transact with us). Should a product or offering be listed at an incorrect price or a promotional offer be incorrect due to typographical error or systems error, We shall have the right to refuse or cancel any transactions based on those errors.

Any insurance policy premium quotes or ranges displayed through the Site are non-binding. Your use of the Site may require you to agree to additional terms and conditions, or enter into separate agreements with us or third parties. For example, the final insurance policy premium for any policy is determined by the third party underwriting insurance company that is offering to provide the insurance policy, following your completion of an application with that insurer. All coverage is subject to your specific policy’s terms and conditions, and the terms and conditions of the applicable insurance carrier. Each insurer is solely responsible for the claims on its policies and pay Us for policies sold. Prices, coverages, privacy policies, and terms and conditions vary among these insurers, who may share information about you with us. Our compensation from these insurers may vary between the insurers and based on the policy you buy, sales volume, and/or profitability of policies sold.

Insurance products and their availability may vary by state and your individual circumstances, and additional minimum coverage limits may be required in your state. Coverage and discounts are not available in all states and situations. Insurance products offered for sale through the Site are only available in the jurisdictions in which we are properly licensed.

Governing Law

We are based in the United States of America, and make no claims that We, or our content is appropriate or may be legally accessed, used, or downloaded outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access our Site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

By accessing, registering with, or using the Site, you agree that these Terms of Use and your use of the Site shall be governed in all respects by the internal substantive laws of the State of California, without regard to conflicts of laws rules and shall not be governed by the United Nations Convention on the International Sale of Goods or the laws of any other jurisdiction, state or country. You further submit to exclusive jurisdiction and venue in the state and federal courts located in the State of California in and for the county of San Mateo and further agree that any cause of action, lawsuit, arbitration, or other dispute resolution procedure you may bring arising under or concerning this Site, or your use of or activities in connection with this Site shall be brought by you exclusively in the state or federal court or arbitration facility located in the State of California, San Mateo County having subject matter jurisdiction thereof.

These Terms of Use, and any contract, agreement, or order form signed with Us, constitute the entire agreement between you and Us concerning the subject matter thereof and, except as otherwise set forth herein, any modification thereto have to be reduced to a writing signed by you and Us specifically referencing these Terms of Use.

General Provisions

If any provision in these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. If you have any questions about the foregoing, please contact Fletch at the following e-mail address: info@fletch.co.