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Terms of Service

Effective Date: September 1, 2020

This Terms of Service (this “Terms of Service”) is agreed to between Counterpart, Inc. including all affiliates (“CPI”) and you, or if you represent an entity or other organization, that entity or organization (in either case, “You”).  CPI maintains the website available at: https://yourcounterpart.com or other websites operated by CPI (each, the “Website”). CPI offers brokers, wholesale businesses, and other individual end users, each that have established an Account (as defined below) (“Users”) and visitors of the Website the ability to access information, data, and other materials and content (“Content”) on the Website. CPI also offers certain insurance quote, offer, brokerage, and other related insurance services (“Services”) described on the Website.  Users may seek an insurance policy and accompanying services by submitting applications through the Services (each an “Application”). This Terms of Service applies to the Content and Services available through the Website, regardless of the website through which You access or use the Website, Content, or Services. 

PLEASE CAREFULLY READ THIS TERMS OF SERVICE. BY ACCESSING OR USING THE WEBSITE, CONTENT, OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS TERMS OF SERVICE, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS TERMS OF SERVICE.  IF YOU DO NOT AGREE TO THIS TERMS OF SERVICE, OR DO NOT MEET THE QUALIFICATIONS (INCLUDING THE ELIGIBILITY QUALIFICATIONS) INCLUDED IN THIS TERMS OF SERVICE, CPI IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE WEBSITE, CONTENT, OR SERVICES AND YOU MUST NOT ACCESS OR USE THE WEBSITE, CONTENT, OR SERVICES.  IF YOU ACCESS OR USE THE WEBSITE, CONTENT, OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS TERMS OF SERVICE AND AGREE TO BE BOUND BY THIS TERMS OF SERVICE.

This Terms of Service includes the terms and conditions below and the current Privacy Policy relating to the Website, available at www.yourcouterpart.com/privacy. You are responsible for compliance with this Terms of Service (including the Privacy Policy).  Unless You later enter into any other agreements with CPI regarding the Website, Content or Services, this Terms of Service is the complete and exclusive agreement between You and CPI regarding Your access to and use of the Website, Content and Services.  This Terms of Service supersedes any prior agreement or proposal, oral or written, and any other communications between You and CPI relating to Your use of the Website, Content, or Services.

1. Definitions.  Terms used in this Terms of Service have the definitions given in this Terms of Service or, if not defined in this Terms of Service, have their plain English meaning as commonly interpreted in the United States.

2. Term.  This Terms of Service is entered into as of the earlier of the date You first accessed the Website, Content, or Services (the “Effective Date”) and will continue until terminated as set forth herein.

3. Modifications.  CPI reserves the right, at any time, to modify the Website, Content, or Services, with or without notice to You, by making those modifications available on the Website.  CPI also reserves the right, at any time, to modify this Terms of Service.  CPI will inform You of the presence of any changes to this Terms of Service by posting those changes on the Website or by providing You with notice as detailed below.  Any modifications will be effective immediately upon posting on the Website or delivery of such notice.  You may terminate this Terms of Service as set forth below if You object to any such modifications.  However, You will be deemed to have agreed to any and all modifications through Your continued use of the Website, Content, or Services following such notice period.

4. Eligibility.  The Website, Content, and Services are intended for use by individuals 13 years of age and older.  You may not use the Website, Content, or Services in any manner if You are under the age of 13 and any registration by anyone under 13 is void.  If You are 13 or older but younger than 18, then You may access and use the Website, Content, and Services only if Your parent or guardian accepts this Terms and Service on Your behalf.  If You are a parent or guardian agreeing to this Terms of Service for the benefit of a child age 13 or older but under 18, then You agree You will be solely responsible for all access to and use of the Website, Content, or Services.

5. ACCOUNTS.

a. Accounts.  You are permitted to access portions of the Website without establishing a user account on the Website, provided that You have agreed to this Terms of Service.  However, access to and use of certain portions of the Website may require that You establish a user account (an “Account”).  Approval of Your request to establish an Account will be at the sole discretion of CPI.  If You are the Account Authority (as defined below), You may authorize designated individuals to use and access the Website on Your behalf through Your Account (You and each such individual, as applicable, a “User” of Your Account).  If an Account is only associated with You, then You may use and access the Website through Your Account as the sole User of the Account.  Each user identification and password for Your Account (each, “Account ID”) is personal in nature and may be used only by You or, as applicable, the User to whom the Account ID is issued.

b. Account Registration.  In connection with establishing an Account, You will be asked to submit certain information about You and, as applicable, Your organization (“Registration Information”).  You agree that: (i) all such information that You provide will be accurate, complete, and current; (ii) You will maintain and promptly update all such information to keep it accurate, complete, and current; and (iii) You will not provide any information belonging to another person or organization with the intent to impersonate that person or organization. Before posting any Registration Information of Users associated with Your Account, You are responsible for obtaining any and all authorizations required by Law to authorize the sharing of their Registration Information, including their personal information, on the Website.  CPI is not liable for any invasion of privacy or other claim that may be asserted by Users of Your Account as a result of Your posting of Registration Information regarding Users of Your Account on the Website and the subsequent sharing of that information with other Users as described in the Privacy Policy.  By providing Registration Information, You authorize CPI to disclose such information as described in the Privacy Policy.

c. Account Authority.  If an Account is associated with multiple Users, then the individual who establishes Your Account (the “Account Authority”) will have control over Your Account.  If an Account is only associated with You, then You will be the Account Authority for Your Account, unless You designate a different Account Authority as specified below.  CPI may deem the Account Authority to have full authority for all decisions relating to Your Account, including: (i) addition or removal of Users; (ii) permissions to access Your Account; (iii) disputes regarding Your Account; (iv) notices and other communications relating to Your Account; and (v) any other decisions that may be required regarding Your Account.  There must always be one and only one Account Authority for each Account.  The initial Account Authority must be designated in the initial request to establish an Account.  If an initial Account Authority is not designated, the individual requesting to establish an Account shall be deemed the initial Account Authority for that Account.  The Account Authority may be changed: (a) by an email sent to CPI from the registered email address of the current Account Authority; (b) by written notice provided to CPI; or (c) as separately directed and acknowledged by CPI.  It is Your responsibility to properly designate a new Account Authority whenever appropriate.  In the event of a dispute where multiple persons claim to be the rightful Account Authority, CPI reserves the right, at its sole discretion, to: (1) suspend all access to Your Account until an Account Authority is properly designated to CPI’s sole satisfaction; or (2) terminate Your Account and delete Your Registration Information.

d. Responsibilities.  You are solely responsible for all access to and use of Your Account (whether authorized or unauthorized), including all Services accessed through Your Account. CPI may deem any actions taken through Your Account to have been authorized by You.  You are responsible for compliance, and the compliance any other Users of Your Account, with this Terms of Service.  You will ensure the security and confidentiality of each Account ID and will notify CPI immediately if any Account ID is lost, stolen, or otherwise compromised.  You acknowledge that You are fully responsible for all costs, fees, liabilities, or damages incurred, and material transferred, stored, modified, or shared through the use of each Account ID (whether lawful or unlawful).  You acknowledge that any orders made or other transactions completed through Your Account will be deemed to have been lawfully completed by You.  In no event will CPI be liable for the obligations set forth in this Section or the failure by You to fulfill such obligations. 

6. Submitting Applications Using the Services

a. Application Information. Through the Services, You may complete and submit Applications. In order to complete and submit an Application, You will be required to provide certain information, text, data, or personal information about either You or the company in which You are submitting the Application, including but not limited to, Your name, address, company name, corporate information (“Application Information”).  You represent and warrant that You have obtained all necessary consents to provide the Application Information about You or the company in which You are submitting the Application. Once You have submitted Your completed Application, CPI will send You the application which You will need to sign to confirm the accuracy of Your submitted Application.  You acknowledge and agree that CPI may share and transmit Your Application Information to third parties for processing Your Application or for any other lawful purpose.

b. Restrictions on Submitting Applications. You herein acknowledge, understand and agree that You are solely responsible for all Registration Information You input on or through the Website or otherwise made available by way of the Services. As such, CPI does not guarantee the accuracy, integrity or quality of Registration Information. Furthermore, You agree not to make use of the Services for the purpose of: (i) uploading, emailing, transmitting, or otherwise making available any Registration Information that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, or racially, ethnically, or otherwise objectionable; (ii) impersonating any individual or entity, including, but not limited to, any CPI officials, insurance agents, or brokers or falsely stating or otherwise misrepresenting any affiliation with an individual or entity; (iii) uploading, emailing, transmitting or otherwise offering any Registration Information that You do not personally have any right to offer pursuant to any Law or in accordance with any contractual or fiduciary relationship; (iv) intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law; (v) providing informational support or resources, concealing, or disguising the character, location, and or source to any organization delegated by the United States government as a "foreign terrorist organization" in accordance to Section 219 of the Immigration Nationality Act; and (vi) collecting or storing of any personal data relating to any other member or user in connection with the prohibited conduct or activities which have been set forth in the aforementioned paragraphs.

7. Access.

a. To the Website.  Subject to Your compliance with this Terms of Service, CPI will permit You to access and use the Website, Content, and Services solely for lawful purposes and only in accordance with this Terms of Service and any other agreement You agree to with CPI before being given access to any specific aspects of the Website.  Any additional agreement is in addition to this Terms of Service and will govern Your use of the portions of the Website to which the additional agreement applies in the event of a conflict between the terms of this Terms of Service and the additional agreement.

b. To Content.  You may be provided with access to a variety of Content through the Website, including, but not limited to quotations, text, product and service descriptions, graphics, and other data, information, and media.  Unless otherwise noted on the Website, all Content available through the Website is owned by CPI and CPI’s other third party providers.  All Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for Your use of any Content.  Subject to Your compliance with this Terms of Service, You may access the Content solely for Your own personal purposes in connection with Your use of the Website.  You will not, and will not permit any third party to: (i) alter, modify, reproduce, or create derivative works of any Content; (ii) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Content; or (iii) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any Content.  Certain Content may include or be based on data, information or content from third party providers (“Third Party Content”) including but not limited to financial details, corporate information, employment information, management details, and reviews. CPI has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Third Party Content provided through the Website.  Without limiting the foregoing, CPI will not be held liable to You or any other third party for any Third Party Content under a Federal Law the Communications Decency Act or CDA, 47 U.S.C. § 230.  Except as set forth in this Terms of Service, You are granted no licenses or rights in or to any Content, or any IPR (as defined below) therein or related thereto.  If You would like to use the Content in a manner not permitted by this Terms of Service, please contact CPI.  

c. To Third Party Offering.  The Website may provide You with the choice to access services developed, provided, or maintained by other third party service providers (“Third Party Offerings”).  In addition to the terms of this Terms of Service, Your access to and use of any Third Party Offerings is also subject to any other agreement You may agree to before being given access to the Third Party Offerings (each, a “Third Party Service Agreement”).  The terms of any Third Party Service Agreement (which may include payment of additional fees) will apply to the applicable Third Party Offerings provided under that Third Party Service Agreement in addition to the terms of this Terms of Service but will not apply to any other Services You may access through CPI.  Except as set forth in this Terms of Service, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Terms of Service and that Third Party Service Agreement.  

8. Chat.  CPI may make interactive online chat service (“Chat Service”) available to You on the Website. CPI makes no warranty that the Chat Service will be available at any particular time or be free of fault or error. If You are under the age of 13 years old and are invited to use the Chat Service, You must not use the Chat Service and You must leave the Website.  During Your use of the Chat Service, You may interact with a bot, chatbot, virtual assistant, or other non-human (each, a “Chatbot”).  We will disclose the use of the Chatbot to the extent required by Law.  Nothing we communicate in the Chat Service will be considered a legal agreement, representation, or warranty as to our Services, decisions, or response times.  Providing or participating in the Chat Service does not constitute consent by You or us to use electronic records and signatures as a substitute for written documents.  You will not use the Chat Service to send any abusive, defamatory, dishonest, or obscene message, and doing so may result in termination of the Chat Service session or this Terms of Service.

9. Termination.  This Terms of Service may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Terms of Service.  Upon termination or expiration of this Terms of Service for any reason: (a) all rights and subscriptions granted to You under this Terms of Service will terminate; and (b) You will immediately cease all use of and access to the Website and all Content and Services (including, without limitation, all Content You obtained prior to termination).  Sections 1 (Definitions), 9 (Termination), 11 (Website Technology), 12 (Ownership), 13 (Representations and Warranties), 14 (No Warranties; Disclaimers), 15 (Indemnity), 16 (Limitation on Liability), 17 (Release), 18 (Data Privacy and Aggregate Data), 19 (Feedback), 20 (Disputes), 21 (Governing Law and Venue), 22 (Notices), 23 (Linked Sites), 24 (Additional Terms), 25 (Electronic Communication), and 26 (Publicity) will survive any expiration or termination of this Terms of Service.

10. Suspension.  Without limiting CPI’s right to terminate this Terms of Service, CPI may also suspend Your use of and access to the Website or any Content or Services, with or without notice to You, upon any actual, threatened, or suspected breach of this Terms of Service or Law or upon any other conduct deemed by CPI, in its sole discretion, to be inappropriate or detrimental to the Website, Services, CPI, or any other User or third party.

11. Website Technology.  The Website, and the databases, software, hardware and other technology used by or on behalf of CPI to operate the Website, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of CPI.  You will not, and will not permit any third party to: (a) access or attempt to access the Technology except as expressly provided in this Terms of Service; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) use automated scripts to collect information from or otherwise interact with the Technology; (d) alter, modify, reproduce, create derivative works of the Technology; (e) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (h) monitor the availability, performance or functionality of the Technology; or (i) interfere with the operation or hosting of the Technology.

12. Ownership.  CPI retains all right, title, and interest, including, without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (“IPR”), in and to the Technology and any additions, improvements, updates, and modifications thereto.  You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Website, Content, and Services under this Terms of Service.  The CPI name, logo, and all product and service names associated with the Website, Content, and Services are trademarks of CPI and its licensors and third party providers and You are granted no right or license to use them.

13. Representations and Warranties.  

a. Mutual.  Each party hereby represents and warrants to the other party that: (i) it has the legal right and authority to enter into this Terms of Service; (ii) this Terms of Service forms a binding legal obligation on behalf of such party; and (iii) it has the legal right and authority to perform its obligations under this Terms of Service and to grant the rights and licenses described in this Terms of Service.

b. Compliance with Laws.  You acknowledge that the Website is a general purpose online service and is not specifically designed to facilitate compliance with any specific law.  You represent and warrant to CPI that Your use of and access to the Website, including any Content or Services, will comply with all applicable laws, rules, or regulations (“Laws”) and will not cause CPI itself or any other third party to violate any Laws.  CPI is not responsible for notifying You of any such Laws, enabling Your compliance with any such Laws, or for Your failure to comply.  

14. No Warranties; Disclaimer.  THE WEBSITE, CONTENT, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”  CPI, ITS LICENSORS, AND PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE WEBSITE OR ANY CONTENT OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA, INFORMATION, OR THIRD PARTY CONTENT THAT MAY BE PROVIDED THROUGH THE WEBSITE.  CPI AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE WEBSITE, CONTENT, SERVICES AND OTHER SUBJECT MATTER OF THIS TERMS OF SERVICE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CPI, ITS EMPLOYEES, PROVIDERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.  THE CONTENT PROVIDED THROUGH THE SERVICES IS PROVIDED SOLELY FOR INFORMATIONAL AND EDUCATIONAL PURPOSES. CPI AND THE SERVICES ARE NOT ENDORSED BY OR AFFILIATED WITH FINRA, AND CPI IS NOT A FINANCIAL INSTITUTION OR INSURANCE PROVIDER. CPI MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE RESULTS THAT MAY BE OBTAINED THROUGH THE USE OF THE SERVICES. BEFORE MAKING ANY FINANCIAL DECISIONS OR IMPLEMENTING ANY FINANCIAL STRATEGY, CPI RECOMMENDS THAT YOU OBTAIN ADDITIONAL INFORMATION AND ADVICE OF ACCOUNTANTS OR OTHER FINANCIAL ADVISORS WHO ARE FULLY AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES. CPI MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING ANY THIRD PARTY SERVICE OR ADVICE PROVIDED BY A THIRD PARTY, OR ANY QUOTES OR OFFERS PROVIDED THROUGH THE SERVICES. CPI DOES NOT ENDORSE ANY PARTICULAR ADVISOR OR OTHER THIRD PARTY. CPI ACTS SOLELY AS AN INTERMEDIARY BETWEEN YOU AND THIRD PARTY SERVICE PROVIDERS AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY CONTENT, PRODUCTS, OR SERVICES PROVIDED BY SUCH SERVICE PROVIDERS.

15. Indemnity.  You hereby agree to indemnify, defend, and hold harmless CPI and its officers, directors, shareholders, affiliates, employees, agents, contractors, underwriters, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (a) Your access to or use of the Website, Content, or Services; (b) Your collection, use, and disclosure of any Content; (c) Your violation of Laws; (d) Your breach of any representation, warranty, or other provision of this Terms of Service, and (e) Submission or  reliance on any Application Information.  CPI will use reasonable efforts to provide You with notice of any such claim or allegation, and CPI will have the right to participate in the defense of any such claim at its expense.

16. Limitation of Liability.  CPI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE WEBSITE, CONTENT, OR SERVICES, EVEN IF CPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT OR SERVICES.  CPI’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS TERMS OF SERVICE AND ALL CONTENT AND SERVICES PROVIDED UNDER THIS TERMS OF SERVICE OR THROUGH THE WEBSITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100.  YOU AGREE THAT CPI WOULD NOT ENTER INTO THIS TERMS OF SERVICE WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, CPI’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17. Release.  You hereby release and forever discharge CPI and its affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, the Website, Services, or Content. 

18. Data Privacy And Aggregate Data.  You expressly consent to the use and disclosure of Your personal information as described in the Privacy Policy, available at www.yourcounterpart.com/privacy.  Notwithstanding anything in the Privacy Policy, CPI will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from Your access to and use of the Website, Services, or Content.  To the extent any such non-personally identifiable data or information is collected or generated by CPI, the data and information will be solely owned by CPI and may be used by CPI for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You or any other entity or natural person as the source thereof.

19. Feedback.  If You provide CPI any feedback or suggestions regarding the Website, Services, or Content (“Feedback”), You hereby assign to CPI all rights in the Feedback and agree that CPI shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to You.  CPI will treat any Feedback You provide to CPI as non-confidential and non-proprietary.  You agree that You will not submit to CPI any information or ideas that You consider to be confidential or proprietary. 

20. Disputes.  Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Terms of Service, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Terms of Service and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Terms of Service (each, a “Dispute”), in accordance with the procedures set forth in this Section.  If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”).  Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules.  The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties.  If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Terms of Service delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules.  The arbitration will be conducted exclusively in the English language at a site specified by CPI in New York, New York, U.S.A.  The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator.  The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party.  Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof.  Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

21. Governing Law and Venue.  The interpretation of the rights and obligations of the parties under this Terms of Service, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of New York, U.S.A. as such laws apply to contracts between New York residents performed entirely within New York without regard to the conflict of laws provisions thereof.  Subject to the section titled Disputes, each party will bring any action or proceeding arising from or relating to this Terms of Service exclusively in a federal or state court in New York, New York, U.S.A., and each party irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts.

22. Notices.  Unless otherwise specified in this Terms of Service, any notices required or allowed under this Terms of Service will be provided to CPI by postal mail to the address for CPI listed on the Website.  CPI may provide You with any notices required or allowed under this Terms of Service by sending You an email to any email address You provide to CPI in connection with Your use of the Website, provided that in the case of any notice applicable both to You and other users of the Website, CPI may instead provide such notice by posting on the Website.  Notices provided to CPI will be deemed given when actually received by CPI.  Notice provided to You will be deemed given immediately after posting to the Website or sending via e-mail, unless (as to email) the sending party is notified that the email address is invalid.

23. Linked Sites.  The Website and Services may contain links to third party sites or content that are not under the control of CPI.  If You access a third party site or content from the Website or Services, then You do so at Your own risk and CPI is not responsible for any content on any linked site or content.  You may establish a link to the Website, provided that the link does not state or imply any sponsorship or endorsement of Your site by CPI or any group or individual affiliated with CPI.  You may not use on Your site any Content or marks appearing on the Website in establishing the link.  You may not frame or otherwise incorporate into another site the Content on the Website without CPI’s prior written consent.

24. Additional Terms.  Unless otherwise amended as provided herein, this Terms of Service will exclusively govern Your access to and use of the Website, Content, and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Website, Content, and Services.  Except as expressly set forth in this Terms of Service, this Terms of Service may be amended or modified only by a writing signed by both parties.  All waivers by CPI under this Terms of Service must be in writing or later acknowledged by CPI in writing.  Any waiver or failure by CPI to enforce any provision of this Terms of Service on one occasion will not be deemed a waiver by CPI of any other provision or of such provision on any other occasion.  If any provision of this Terms of Service is held to be unenforceable, that provision will be removed to the extent necessary to comply with the Law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the Law, and the remaining provisions will remain in full force.  The prevailing party in any lawsuit or proceeding arising from or related to this Terms of Service will be entitled to receive its costs, expert witness fees, and reasonable attorneys’ fees, including costs and fees on appeal.  Neither this Terms of Service nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of Law) without the prior written approval of CPI.  Any assignment in violation of the foregoing will be null and void.  CPI may assign this Terms of Service to any party that assumes CPI’s obligations hereunder.  The parties hereto are independent parties, not agents, employees of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.  Any reference herein to “including” will mean “including, without limitation.”  Upon request from CPI, You agree to provide CPI with such documentation or records with respect to Your activities under this Terms of Service as may be reasonably requested for CPI to verify Your compliance with all Laws and the terms of this Terms of Service.

25. Electronic Communication. By using the Services, You agree to have all records, including the insurance policy, provided to You in electronic form. This consent, unless withdrawn, applies to all transactions between You and CPI. However, You have the right to receive communications from CPI, including the insurance policy, in paper form if You wish by withdrawing this consent. If You withdraw the consent to provide You with records in electronic form, You will then be provided with records in paper form. To withdraw Your consent, You must email CPI at [email protected] with the following subject line: “WITHDRAW ELECTRONIC CONSENT.” The body of the email must include Your name, policy number, effective and expiration dates of the policy, the effective date of Your withdrawal, and whether You want (a) all communications to be in paper form and (b) your insurance policy to be sent to You in paper form.

26. Publicity. By agreeing to this Terms of Service, Your agree that CPI shall be permitted to identify You as a customer, to use Your website's name in connection with proposals to prospective customers, to hyperlink to Your website's homepage, to display Your logo on the Website, and to otherwise refer to You in print or electronic form for marketing or reference purposes. You may contact CPI at [email protected] to request references, logos, or hyperlinks to Your website be removed. CPI will comply with such requests in our reasonable discretion.