Semsee Terms of Service

These Terms of Use (the “Terms”) govern use of the website hosted at semsee.com (including all subdomains) (the “Site”) and your access to and use of the information, content, and services offered on the Site (collectively the “Service”). It constitutes a binding agreement between you (“you”, “your” or “user”) and Semsee Corp., a Delaware corporation with an address at 1166 Avenue of the Americas, 4th Floor, New York, NY 10036 (“Semsee”, “us”, “our”, and “we”). IF YOU ARE ACCESSING AND USING THE SERVICE ON BEHALF OF A COMPANY (SUCH AS YOUR INSURANCE AGENCY OR EMPLOYER) OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY, AGENCY OR OTHER LEGAL ENTITY TO THESE TERMS. IN THAT CASE, "YOU" AND "YOUR" WILL REFER TO THAT COMPANY, AGENCY OR OTHER LEGAL ENTITY.

By accessing or using the Site or the Service, you accept and agree to be legally bound by these Terms, as it may be amended or supplemented from time to time (as further described below), and agree to all operating rules and/or policies of Semsee and the Service that may be published by Semsee on the Site. All these rules and policies are incorporated into these Terms by this reference. Further, certain areas of the Site, including, without limitation, access to the secured site may require registration and/or be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE OR SERVICE.

THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 8.2) TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

1. ELIGIBILITY AND REGISTRATION OF AN ACCOUNT


1.1 Eligibility. The Semsee Service is an online portal that allows independent insurance brokers and agents to manage their business from leads to quotes from multiple carriers with whom such brokers and agents are appointed or have relationships. To be eligible to use the Service, a user must be a licensed agent or broker in good standing in all jurisdictions in which you do business, and be appointed by and authorized to obtain quotes from the insurance carriers listed in the Semsee Service.

1.2 Account Creation. In order to use certain features of the Site, including the Service, you must create or configure an account (“Account”) and provide certain information about yourself if prompted. You represent and warrant that: (a) all account information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Semsee may suspend or terminate your Account in accordance with Section 7.

1.3 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information (“Access Credentials”) and are fully responsible for all activities that occur under your Account. Access Credentials may not be transferred or disclosed to any third party without Semsee’s written permission. You agree to immediately notify Semsee of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Semsee cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

1.4 Access to Carrier Quote Systems. In order to obtain quotes from insurance carriers through the Semsee Service, you must be authorized to obtain quotes from the carrier’s online quote system and have the right to provide Semsee your account credentials to access such quote systems. You authorize Semsee to use your account credentials to obtain quotes from insurance carriers you designate through the Service. We will maintain your account credentials as confidential and will only use the account credentials to enable you to obtain quotes on your behalf. You represent and warrant that Semsee’s use of the account credentials and obtaining of quotes from insurance carriers will not violate any agreement to which you are party or any rights of any insurance carrier or other third party, or any applicable law, rule, regulation or order.

1.5 Fees and Payments. You may purchase a subscription to access the Service according to the pricing (“Subscription Fees”) set forth on the pricing schedule on the Site or when you register for the subscription on our Site. Subscriptions may be for a monthly, quarterly or annual basis (the “Subscription Term”) as set forth on the registration page. Subscriptions automatically renew for the equivalent successive Subscription Term unless you terminate the Subscription prior to the end of the then current Subscription Term. You agree to pay any and all applicable Subscription Fees for the Service and authorize us to charge your credit card, debit card or other approved payment mechanism for the Subscription Fees. We reserve the right to change Subscription Fees at any time by providing written notice; any such change will take effect on the first date of the next Subscription Term.

2. ACCESS TO AND USE OFTHE SITE


2.1 License. Subject to these Terms, and payment of Subscription Fees, Semsee grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site and Service solely for your internal business purpose of managing leads and quotes during the applicable Subscription Term.

2.2 Restrictions.
(a) You shall use the Service only in conformity with its applicable documentation. You shall not, and shall not permit any of your employees or contractors to, share any account or access credentials for the Service with third parties or among colleagues and co-workers. You shall establish appropriate security measures, consistent with industry standards, to protect the Service from unauthorized use. You shall notify Semsee immediately of any actual or alleged unauthorized use of the Service.

(b) You shall not (and not allow, permit, authorize, or assist any third party to): (i) modify, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of any part of the Service; (ii) use or integrate the Service, or any component thereof, with any software, hardware, or system other than the Customer Systems (as defined below) without Semsee’s express prior written agreement; (iii) sell, resell, license, sublicense, distribute, rent or lease any part of the Service or include any part of the Service in a service bureau or outsourcing offering, or encumber the Service with any lien or grant a security interest in the Service; (iv) publish or otherwise disclose to any third party any results of any benchmark or other performance tests of the Service; (v) remove, alter, or obscure any proprietary rights notices contained in or affixed to the Service; (vi) copy, frame or mirror any part of the Service; (vii) access the Service for the purposes of monitoring its availability, performance or functionality; (viii) access or use any materials, content, technology, information or data available via or forming a part of the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Service; (ix) attempt to disrupt, degrade, impair or violate the integrity or security of the Service, including, without limitation, by executing any form of network monitoring; (x) use the Service to store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (xi) use the Service to upload any illegal, obscene, defamatory, infringing or offensive material or to harass or discriminate against any person; or (xii) take any action that imposes, or may impose, in Semsee’s sole discretion, an unreasonable or disproportionally large load on Semsee’s infrastructure.

2.3 Changes to Service. You understand and agree that Semsee may change or discontinue the Service or change or remove functionality of the Service at any time in Semsee’s sole discretion with or without notice to you. Semsee will use commercially reasonable efforts to notify you of any material change to or discontinuation of the Service. You agree that Semsee will not be liable to you or to any third party for any modification, suspension or discontinuation of the Site or any part thereof.

2.4 Customer Systems. You acknowledge and agree that Semsee will have no obligation to provide you with any support or maintenance in connection with the Site or Service. You are solely responsible for the cost, operation and maintenance of the Customer Systems and any Internet, mobile and other network connectivity required to access and use the Service, and Semsee disclaims all warranties, express or implied, and shall have no liabilities to you, arising from or related to the operation or maintenance of the Customer Systems or any incompatibilities, faults, defects or damage attributable thereto. “Customer Systems” means any server systems, mobile devices, personal computers or other equipment owned, operated, or managed by you on which the Service is accessed.

2.5 Ownership. Except for the rights expressly granted in these Terms, Semsee retains all right, title and interest, including all intellectual property rights, in and to the Service and its documentation, including Resultant Data (as defined in Section 2.6 herein). Neither these Terms nor your access to the Site transfers to you or any third party any rights, title or interest in or to such intellectual property rights. No implied license or right is granted by Semsee by estoppel, reliance or otherwise.

2.6 Resultant Data. Notwithstanding anything to the contrary in these Terms, Semsee shall have the right to collect, analyze and use data (including for anonymized advertising) and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (collectively, “Resultant Data”), and Semsee will be free (during and after the term of these Terms) to (i) use such Resultant Data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Semsee offerings and (ii) disclose such Resultant Data solely in aggregate or other de-identified form.

2.7 Privacy. We do collect business contact information (such as name, title, company and contact information), but not other individual personal information. The information we do collect is used by Semsee to provide the Service, respond to inquiries, provide customer service, enforce these Terms and for marketing and other business purposes. This information may be disclosed to our service providers who perform services for us, in connection with any merger or sale of our business or assets, to comply with law or law enforcement requests, to exercise or defend legal claims, or as otherwise permitted by law. We also use third-party tracking technologies that use cookies to track usage and performance of our Site and Services. If you upload any personal information to the Service (“User Supplied Data”), you represent and warrant that you have collected such personal information in compliance with all applicable data privacy and security laws, rules, regulations and order (“Data Privacy Laws”) and have provided all necessary notices and obtained all necessary consent to provide such personal information to Semsee and the Service. To the extent such User Supplied Data relates to residents of California, Semsee is acting as a service provider to you in connection with such User Supplied Data, will only use the User Supplied Data for one or more business purposes described in these Terms or as otherwise permitted by the California Consumer Privacy Act; and is prohibited from retaining, using, or disclosing such User Supplied Data other than for the specific business purposes, including retaining, using or disclosing such User Supplied Data for a commercial purpose other than performing the business purposes described in these Terms.

2.8 User Data. You hereby grant Semsee a non-exclusive, royalty-free, fully paid-up, perpetual, sublicensable (through one or more tiers of sublicensees) and transferable license to use, reproduce, create derivative works of, distribute, perform and display User Data for the purpose of (i) providing the Service and (ii) developing, maintaining, supporting or improving the Service. You acknowledge and agree that Semsee may aggregate Licensee Content with other data and also collect technical information and data about your use of the Service. “User Data” means any data, links, information, media, content or materials provided, disclosed, uploaed, posted, or delivered by User to the Service. User shall not provide, disclose, or deliver any Licensee Content to Provider that Licensee does not own or otherwise have a valid authorization or license to do so.

3. INDEMNIFICATION.

You agree to indemnify and hold Semsee (and its officers, employees and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site and Service; (b) use of your account credentials to access insurance carrier quote systems; (c) any claim relating to any quote or insurance placed by you; (d) User Data or User Supplied Data; (e) your breach of any representations and warranties in these Terms; (f) your violation of these Terms; or (g) your violation of applicable laws or regulations, including Data Privacy Laws. Semsee reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Semsee. Semsee will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

4. RELEASE

You hereby release and forever discharge Semsee (and our officers, employees, agents, successors and assigns) 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 that relates directly or indirectly to, the Site or your use of the Service. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

5. INSURANCE DISCLAIMER

Semsee is not an insurance carrier and does not offer or sell insurance or provide quotes for insurance. Semsee does not make any representation or warranty regarding any information or quotes obtained from any insurance carrier through the Service or that any quotes are binding, complete or accurate. Quotes obtained through the Service are for the user’s sole use in compliance with applicable laws. You, as a user, are solely responsible for placing and binding any insurance directly with the insurance carriers.

6. GENERAL DISCLAIMER

THE SERVICE IS PROVIDED BY SEMSEE “AS IS,” AND NEITHER SEMSEE NOR ITS LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, BY STATUTE, USAGE, TRADE CUSTOM OR OTHERWISE, AND SEMSEE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY INTENDED OR PARTICULAR PURPOSE. SEMSEE DOES NOT GUARANTEE OR WARRANT THAT THE SERVICE WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED, MEET YOUR REQUIREMENTS OR BE SECURE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

IN NO EVENT WILL SEMSEE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, SECURITY OR DATA BREACH, LOSS OF REVENUE OR PROFIT, LOSS OF DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SEMSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SEMSEE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED $100. THE DISCLAIMERS AND LIMITATIONS IN SECTION 5 AND 6 AND THIS SECTION 7 WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

8. TERM AND TERMINATION.


8.1 Term. Subject to this Section, these Terms will remain in full force and effect while you use the Site and Service (the “Term”). Your access to the Service will cease upon the end of your Subscription Terms. We may suspend or terminate your rights to use the Site (including your Account) and Service at any time for any reason at our sole discretion, including for any use of the Site or Service in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site and Service will terminate immediately. Semsee will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account.

8.2 Effect of Termination; Survival. Upon expiration or termination of these Terms, all rights granted to you hereunder shall terminate and you shall not, and shall not attempt to, access or use the Service. The provisions of Sections 2.2–2.8, and 3–9 shall survive any expiration or termination of these Terms.

9. GENERAL


9.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.

9.2 Dispute Resolution.

(a) Applicability. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below and claims excluded from arbitration under Section 9.2 (c)) in connection with these Terms or the use of the Service that cannot be resolved informally or in small claims court shall be resolved by binding arbitration through the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be before a single arbitrator in New York City, New York and shall be subject to the Federal Arbitration Act.

(b) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this arbitration provision, to enforce an arbitration award, or to seek injunctive or equitable relief.

(c) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to arbitration.

9.3 Force Majeure. Notwithstanding anything else in these Terms, no default, delay or failure to perform on the part of Semsee will be considered a breach of these Terms if such default, delay or failure to perform is shown to be due to causes beyond reasonable control of Semsee, including, but not limited to, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, pandemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters or default of a common carrier.

9.4 Governing Law and Jurisdiction. These Terms will be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to conflict of laws principles. Except for matters subject to arbitration under Section 9.2, each party hereby irrevocably submits to the jurisdiction of the state and federal courts in the State of New York with regard to any dispute arising out of or relating to these Terms. The parties hereby disclaim and exclude the application hereto of the United Nations Convention on Contracts for the International Sale of Goods

9.5 Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Semsee, or any products utilizing such data, in violation of the United States export laws or regulations.

9.6 Electronic Communications. The communications between you and Semsee use electronic means, whether you use the Site or send us emails, or whether Semsee posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Semsee in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures and other communications that Semsee provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

9.7 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms 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. Your relationship to Semsee is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated or otherwise transferred by you without Semsee’s prior written consent, and any attempted assignment, subcontract, delegation or transfer in violation of the foregoing will be null and void. Semsee may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

9.8 Copyright/Trademark Information. Copyright © 2020 Semsee Corp. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party that owns the Marks. Any use of third-party Marks, including those of any insurance carrier, are for referential purposes and does not suggest or imply that such third party endorses or is affiliated with Semsee, or supports the Semsee platform.

9.9 Contact Information:
Semsee Corp.
1166 Avenue of the Americas, 4th Floor
New York, NY 10036
Telephone: 917-273-9878
Email: info@semsee.com