YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS WEBSITE. BY CLICKING THE ACCEPTANCE BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES YOU DO NOT ACCEPT THE TERMS, AND DO NOT LOG ONTO THIS WEBSITE.

TERMS AND CONDITIONS

These Terms of Service (“Terms”) govern your access to and use of the services and CERTSMANAGER website (the “Services”), and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”). Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services, you agree to be bound by these Terms.

Basic Terms

You are responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof. We may not monitor or control the Content posted via the Services, and we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk. The certificates of insurance generated by CERTSMANAGER may contain errors. You are responsible for checking that all policy information contained on the certificates of insurance is accurate before sending the certificate of insurance to the requestor.

You agree to abide by all federal and state regulations, laws and statutes pertaining to the uploading or downloading of the materials to and from CERTSMANAGER, including all laws pertaining to materials protected by copyright, trademark and patent laws. You expressly agree not to post or transmit to CERTSMANAGER any copyrighted materials in which you do not own or have a license to use the copyright. By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content to the extent necessary in order for CERTSMANAGER to effectively provide its insurance services to you.

You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, CERTSMANAGER’s computer systems, or the technical delivery systems of CERTSMANAGER’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by CERTSMANAGER (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with CERTSMANAGER; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.

Confidentiality and Data Security

CERTSMANAGER wants its site users to feel confident about using the CERTSMANAGER web site and, therefore, CERTSMANAGER is committed to protecting the information it collects. Unless required by law, CERTSMANAGER will not transfer, sell, or otherwise make available to third parties information about, related to, or provided by users of the Services, including email and mailing addresses. We have physical, electronic, and procedural safeguards to protect your personal information that is stored in CERTSMANAGER’s systems from unauthorized access. Our systems are configured with full data encryption or scrambling technologies and with firewalls to help protect confidential information such as names, addresses, credit card numbers, driver’s license numbers and passwords. It is crucial that, as a user, you protect against unauthorized access to your password and to your computer and that you always sign off when finished using a shared computer. Further, you should be aware that no system is impenetrable. Thus, it is your responsibility to diligently monitor your credit card statements, bank statements and similar personal information so as to discover and address as quickly as possible any misuse of your personal information. Neither CERTSMANAGER nor any vendor or service provider associated with any of CERTSMANAGER’s online efforts will be liable for any loss or damage relating to unauthorized access to your personal information on CERTSMANAGER’s system. In the event that a data security breach is detected on its servers, CERTSMANAGER will respond to that breach and provide notification in accordance with state laws governing data security breaches.

Disclaimer - No Warranties

Your access to and use of the Services or any Content is at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, CERTSMANAGER DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any content thereon. CERTSMANAGER will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any Content. You also agree that CERTSMANAGER has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from CERTSMANAGER or through the Services, will create any warranty not expressly made herein.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CERTSMANAGER AND ITS SUBSIDIARIES, PARENT ORGANIZATION, AFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERAITON OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THOERY, WHETHER OR NOT CERTSMANAGER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

CERTSMANAGER Rights

All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of CERTSMANAGER and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the CERTSMANAGER name or any of the CERTSMANAGER trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding CERTSMANAGER, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (1) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of CERTSMANAGER, its users and the public.

Copyright Policy

CERTSMANAGER respects the intellectual property rights of others and expects users of the Services to do the same. CERTSMANAGER will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to CERTSMANAGER. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the removed or access to which is to be disabled, and information reasonably sufficient to permit CERTSMANAGER to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) 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 copyright owner.

We reserve the right to remove Content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, CERTSMANAGER will also terminate a user’s account if CERTSMANAGER determines that the user is a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the Services is:

CERTSMANAGER
5990 Sepulveda Boulevard, Suite 550
Van Nuys, California 91411
Attention: General Counsel
Email: kbraggpebley@mmibi.com

Waiver and Severability

The failure of CERTSMANAGER to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

Binding Arbitration and Class Action Waiver

User and CERTSMANAGER agree to the fullest extent permitted by law to arbitrate any and all disputes that arise out of or relate to User’s use of CERTSMANAGER, including but not limited to any dispute against any present or former officer, director, employee, agent, attorney, or insurer of CERTSMANAGER, including but not limited to breach of contract, tort, constitutional claims, and any claims for violation of any local, state or federal law, statute, regulation or ordinance, or common law. The dispute shall be submitted to binding arbitration pursuant to the Federal Arbitration Act using the procedural rules for the resolution of commercial disputes of JAMS then in effect. The procedural rules for JAMS are also available online at http://www.jamsadr.com/rules-comprehensive-arbitration/. User and CERTSMANAGER agree that any claim shall be brought in the individual capacity of the User or CERTSMANAGER, and not as a representative of any class.

The arbitration shall take place in Los Angeles County, California, and both User and CERTSMANAGER agree to submit to the jurisdiction of the arbitrator selected in accordance with JAMS rules and procedures. User and CERTSMANAGER agree that this arbitration procedure will be the exclusive means of redress for any disputes relating to or arising from User’s use of CERTSMANAGER, including disputes over rights provided by federal, state, or local statutes, regulations, ordinances, and common law. The parties each expressly waive the right to a jury trial, and agree that the arbitrator’s award shall be final and binding on the parties, provided that any award shall be reviewable by a court of law to the fullest extent allowed by law, including for any error of law by the arbitrator. The arbitrator shall have discretion to award monetary and other damages, or to award no damages, and to fashion any other relief the arbitrator deems appropriate, but only to the extent consistent with law. The parties expressly agree that the arbitrator shall have discretion to award the prevailing party reasonable costs and attorney fees incurred in bringing or defending an action under this Section to the fullest extent allowed by law at the time of the arbitration.

Controlling Law and Jurisdiction

These Terms and any action related thereto will be governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in Los Angeles County, California, and you consent to the jurisdiction and venue in such courts and waive any objection as to inconvenient forum.

Entire Agreement

These Terms, and our Privacy Policy are the entire and exclusive agreement between CERTSMANAGER and you regarding the Services (excluding any services for which you have a separate agreement with CERTSMANAGER that is explicitly in addition to these Terms), and these Terms supersede and replace any prior agreements between CERTSMANAGER and you regarding the Services. No other person or company will be third party beneficiaries to the Terms.

We may revise these Terms from time to time, the most current version will always be at www.extracloud.com/iphone/Terms.aspx. If the revision, in CERTSMANAGER’s sole discretion, is material, CERTSMANAGER will notify you via an email to the email address associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.