Legal
Terms & conditions
Dated: June 4, 2020
Please read these Terms & Conditions (these “Terms) carefully. These Terms are a legal contract between you or the entity your represent (“You” or “Your”) and Simply Business, LLC (collectively referred to as “Simply Business” or “we,” “us,” “our,” or other similar pronouns). These Terms govern Your access to and use of the website located at https://www.simplybusiness.com/, as well as sites operated by us and linked to https://www.simplybusiness.com/, including without limitation www.harborwayinsurance.com (collectively, the “Site”). Unless otherwise specified, all references to “Site” include the content and services available through the Site, including without limitation various social media pages, web applications, web content, newsletter, information, email notifications, and other mediums found on or through the Sites and the Insurance Services (defined below) provided through the Site (collectively, the “Services”).
By accessing, browsing, or using the Site or Services in anyway, You accept, agree to, and are bound by these Terms. If at any time You do not agree to these Terms, You may not enter or use the Site or Services.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH SIMPLY BUSINESS. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW. THESE TERMS ALSO CONTAIN DISCLAIMERS OF WARRANTIES AND LIABILITY.
Please review the Simply Business Privacy Policy, which is available at https://www.simplybusiness.com/privacy-policy/ (the “Privacy Policy”) which explains how We use information that You submit to Us. You hereby agree that the use of the Site and Services are subject to the Privacy Policy which is incorporated into and governed by these Terms.
These Terms constitute the entire agreement and understanding between You and Simply Business regarding Your access and use of the Site. We are providing You access to our Site and Services conditioned upon Your complying with these Terms. If You violate these Terms, we reserve the right to seek any and all available legal remedies available to us. We may terminate Your access to our Site or Services at any time for any reason in our sole discretion and without prior notice to You.
BY USING THIS SITE OR SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
We may make changes to the Site and Services offered on the Site at any time. We may change the Terms from time to time, in our sole discretion, by posting the updated Terms on the Site. If we have made material changes to these Terms, we will send you an email notice of such updated Terms to the email address we have on file for you. You may choose not to accept such updated Terms. If you do not accept such revised Terms, you may not enter into new transactions on the Site. If you accept the revised Terms, such revised Terms will apply to any new transactions or contracts you enter into on the Site. Your access and use of the Site and Services will be subject to the most current version of the Terms and any other guidelines and rules posted on the Site at the time of such use. Please regularly check the “Terms and Conditions” link on the home page of the Site to view the then-current terms. If You breach any of the Terms, Your authorization to access or use the Site or Services may be terminated.
HARBORWAY INSURANCE
Harborway Insurance (“Harborway”) is a trade name of Simply Business, which is a licensed insurance producer in all U.S. States and the District of Columbia. Insurance policies offered through Harborway are underwritten by Spinnaker Insurance Company and reinsured by Munich Re, an A+ (Superior) rated reinsurance carrier by A.M. Best. For clarity and the avoidance of doubt, the Harborway website, which is located at www.harborwayinsurance.com, is not a third party site as described in Section 3.
1. General Use; Conduct
All interactions on our Site and with our Services must comply with these Terms. All of the content and Services on the Site are intended only for those seeking commercial insurance on behalf of the businesses they are authorized to represent. None of the provisions of the Site or our Services or the contracts described on the Site are for individual, personal, family or household purposes. All such provisions of the Site and/or the Services are for business and commercial use only.
By using this Site or the Services, You represent, acknowledge and agree that you are at least 18 years of age. If you are less than 18 years old, you may not use this Site.
If You are accessing the Site or the Services on behalf of an entity, You represent and warrant that You have authority to bind that entity to the Terms and by accepting the Terms, You are doing so on behalf of that entity (and all references to “You” in the Terms refer to that entity).
Although we welcome and encourage user interaction on our Site and Services, we require that You restrict any and all activity in connection with the use of our Site and Services to that which involves lawful purposes only. You warrant and agree that, while using the Site and Services, You shall not upload, post or transmit to, or distribute or otherwise publish on the Site or through the Services any materials (including, without limitation, Communications (as defined below)) that:
(a) violates or infringes in any way upon the rights of others, including without limitation the infringement of third party intellectual property that is protected by third party copyright, or other proprietary or intellectual property rights;
(b) is unlawful, threatening, abusive, hateful, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, harassing, inappropriate, indecent, lascivious, lewd, profane, obscene, racist, excessively violent, vulgar or that contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals);
(c) in the discretion of Simply Business, restricts or inhibits any other user from using and enjoying the Site or Services; or
(d) constitutes or encourages conduct that would constitute a criminal offense or give rise to civil liability or otherwise violate any law.
You also warrant and agree that You shall not:
(i) use the Site or Services to upload or distribute in any way files that contain viruses, bugs, corrupted files, or any other harmful or disruptive component or false or misleading indications of origin or statements of fact;
(ii) interfere or disrupt the Site or Services or any networks connected to the Site or Services;
(iii) reverse engineer or decompile any parts of the Site or Services;
(iii) use any device, software or routine or attempt to interfere with the proper functioning of the Sites or Services or any transactions being offered through the Services;
(iv)use any device to navigate or search the Site or Services other than those tools available on the Site or through the Services, generally available on third party web browsers, or approved by Simply Business;
(iv) use any data mining, robots or similar data gathering extraction methods;
(iv) take any action that imposes an unreasonable or disproportionately large load on Simply Business’s infrastructure;
(iv) use the Site to collect or harvest personal information, including, without limitation, financial information, about other participants at the Site;
(v) engage in spamming, flooding, transmission of bulk communications, spidering, ‘screen scraping,’ ‘database scraping,’ or any other activity with the purpose of obtaining lists of users or other information, or send chain letters or pyramid schemes via the Site;
(vi) impersonate any person or entity or falsely state or otherwise misrepresent Your affiliation with a person or entity; or
(vii) post any misleading, fraudulent, defamatory, obscene or otherwise illegal information on the Site. You agree not to use the Services for illegal purposes, and to comply with all regulations, policies and procedures of networks connected to the Site or Services.
You acknowledge that Simply Business or its designees reserves the right to, and may from time to time (but is not obligated to), monitor any and all activity or information transmitted or received through the Site and Services. Simply Business, in its sole discretion and without further notice to You, may (but is not obligated to) review, censor or prohibit any activity or the transmission or receipt of any information which Simply Business in its sole discretion deems inappropriate or that violates any term or condition of these Terms. During monitoring, information may be examined, recorded, copied, and used for authorized purposes. Use of the Site, authorized or unauthorized, constitutes consent to such monitoring.
2. Intellectual Property
All right, title, and interest in and to the Site and the Services, including without limitation all the information, data, images, text , audio, content, code, software, and materials in or on the Site or Services (collectively, the “Materials”), the look and feel, design, arrangement and organization of the Site and Services, and any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis right, and other intellectual property and proprietary rights therein are the property of Simply Business or its licensors and are protected by United States and foreign copyright, trademark, or other laws. You are entitled to view, copy and print any documents from the Site but only for Your own internal business purposes.
Subject to the terms and conditions of these Terms, and Your compliance with these Term, Simply Business hereby grants You a limited, personal, non-exclusive, non-transferable, revocable license to: (1) use and display the Materials and to use the Site for your internal use to assess, purchase and maintain commercial insurance products; and (2) use the software it owns or licenses from third parties solely for the purposes of accessing the Site or using the Services. Other than to the extent permitted by law, You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site or Materials in any manner, and You may not decompile, reverse engineer or otherwise translate any software provided on or through the Site.
Except for the limited license expressly granted to You in these Terms, Simply Business reserves for itself and its licensors all other rights, title, and interest in the Site and Services. Any sale, transmission or redistribution of the Site or its content, and any copying, modification or other use of the Site, Materials or contents for any purposes other than Your own internal business purposes, are strictly prohibited.
3. Third-Party Sites
The Site may contain links to other web sites that are not Simply Business sites, including such web sites that may provide or reference Simply Business materials (collectively, “Third-Party Sites”). In any case, You acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than Simply Business, and You further acknowledge and agree that Your use of such Third-Party Sites is governed by the respective privacy policy, terms and conditions and/or user guides of such Third-Party Site. You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Sites. These links are provided to You only as a convenience. Simply Business does not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, goods, activities or services offered on or through the Third-Party Sites, or any link displayed or contained in a Third-Party Site. The inclusion of any link on the Site does not imply endorsement by Simply Business of the Third-Party Site, and Simply Business shall have no responsibility for information which is referenced by or linked to the Site. TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU FURTHER ACKNOWLEDGE AND AGREE THAT SIMPLY BUSINESS SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON ANY INFORMATION, CONTENT, GOODS, OR SERVICES AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES, OR ANY BUSINESS PRACTICES OF ANY THIRD PARTY. If You decide to access any of the third-party sites linked to the Site, You do so entirely at Your own risk.
4. Data
As set forth in the Privacy Policy, Simply Business may: collect, compile, maintain, process, and otherwise use information from You or about You and Your use of the Sites and Services, including Site usage data, Services usage data, Site performance data, Communications, software, sound, graphics, video, advertisements, messages, personal information and other information (including all other information You may input, explicitly or otherwise, to a Site or a Service), and may collect certain information from Your computer or other device You use to access or use the Sites and Services each time You access or use the Sites or Services (all of the foregoing individually or collectively referred to below as “Data”). Simply Business may use, disclose, or process Your Data for any lawful purposes in accordance with the terms of the Privacy Policy.
In order to participate in certain Services offered on our Site, including without limitation, the Insurance Services, You may be required to provide Data and information about You as prompted to do so by applications, registration forms, and other forms found throughout our Site. You represent and warrant that such Data is accurate, current, and complete and that You are authorized to provide such Data.
5. Communications
Except as otherwise stated herein or under our Privacy Policy, any material, information, or other communication You transmit or post to the Site or through the Services (“Communications”) will be considered non-confidential and non-proprietary. By transmitting, submitting, posting, or displaying Your Communications on or through the Site and Services, You represent and warrant that You, or a third-party licensor, own or otherwise control all of the intellectual propriety rights and other rights to Your Communications, including all the rights necessary for You to transmit, submit, post, or display Your Communications accordingly. You may not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on You. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Communication that You make. You have full responsibility for each Communication you make, including its legality, reliability and appropriateness. Simply Business will have no obligations with respect to the Communications. Except as otherwise stated herein or under our Privacy Policy, Simply Business and its designees will be free to copy, store, process, modify, display, market, disclose, distribute, incorporate, transmit and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any purposes. You hereby grant to us a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your Communications, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorize others to use the Communications. Simply Business agrees to use any personally identifiable information contained in any of Your Communications in accordance with our Privacy Policy.
6. Insurance Services.
Through the Sites and Services, we may provide You with certain insurance related Services which may help you find information regarding, facilitate Your application for a quote for insurance with, bind and issue your insurance policy with, procure insurance with, or offer You additional products and services (“Insurance Services”) from certain third-party service providers, such as insurance brokers, insurance agents, insurance companies (including those issuing policies through Harborway), and other insurance industry professionals (“Third-Party Insurance Providers” and, together with Harborway,, the “Panel Members”). The following terms in this Section 6 apply specifically to the Insurance Services:
a) You Are Responsible for Selecting Insurance Products. Simply Business does not endorse or recommend the products or services of any Panel Members, and is not an advisor to You. While Simply Business may in its discretion use reasonable efforts to validate and investigate each Panel Member, we do not make any representations or warranties regarding the licensing, certification, or other requirements and qualifications of Third-Party Insurance Providers. It is Your responsibility to investigate Panel Members. We urge You to obtain the advice of financial advisors, insurance consultants, or other qualified professionals who are fully aware of Your individual circumstances before You make any financial or insurance decisions. You acknowledge and agree that You will rely on your own judgment and that of such advisors in selecting any products or services offered by Panel Members and that Panel Members are solely responsible for any services that they may provide to You.
b) Requests for Quotes or Offers. The Insurance Services may give You the opportunity to request to be matched with and receive quotes or offers from Panel Members. These Insurance Services are only available to businesses residing in the United States, and may not be available in all states. Submitting a form on the Sites does not require You to purchase the products or services offered by Panel Members.
c) No Guarantee of Quotes, Fees, Terms, Rates, Coverage or Services. We do not make any representations or warranties regarding the quotes, fees, terms, rates, coverage or services offered or made available by Panel Members. We do not guarantee that quotes, fees, terms, rates, coverage or services offered by Panel Members are the best available based on Your specific needs. We make no guarantee that You will receive a quote for insurance from a Panel Member if You submit a request.
d) Post Binding. Simply Business is not a party to the actual transaction between You and the Third-Party Insurance Providers post purchase. As a result, (i) We cannot ensure that You and the Third-Party Insurance Providers will complete the transaction; (ii) We have no control over the quality, fitness for purpose or legality of the Third-Party Carrier products and services offered through the Insurance Services; and (iii) You are fully responsible for Your decision to enter into and complete a transaction with a Third-Party Carrier. Simply Business is not liable for any losses, costs, damages or claims in connection with, arising from, or related to, Your use of a Third-Party Carrier’s products or services.
e) Accuracy of Your Information. In order to use our Insurance Services, You may be required to provide us with Data about You, the company You represent, or employees of the company You represent, which may be of a confidential nature and may include Personal Information. By submitting this Data You certify to us that You are authorized to submit the Data on behalf of the person or entity You represent and You agree (i) to provide true, current, complete and accurate Data, (ii) that no material facts have been suppressed or misstated, (iii) not to misrepresent Your identity or Your business; (iv) to keep Your Data current, and (v) to update Your Data as necessary. You acknowledge and agree that if an insurance policy is issue to You, the answers You provide regarding You and Your business will form the basis of the coverage and shall constitute part of the policy should one be issued. Without limiting anything in the Privacy Policy, You authorize Panel Members, and their affiliates and third-party service providers, to conduct all necessary research with Your Data, including checking Your credit history, if applicable, for purposes of providing You with quotes, products and services.
f) Changes in Information. You agree that if any of the Data You supply changes between the date of submission and the effective date of insurance, should any be offered, You will, in order for the Data to be accurate on the effective date of the insurance, immediately notify us or the Panel Member, as applicable, of such changes and that the Panel Member may withdraw or modify any outstanding quotations, premiums, and/or authorizations or agreements to bind insurance in accordance with applicable law.
g) Simply Business is Not an Insurance Company. We are not a financial institution or an insurance company. Instead, we are a licensed insurance producer, and we help to connect you with an insurer that may meet your needs based on information provided by you.
h) You Do Not Pay Fees to Us. We are a licensed producer and receive a commission from or through our Panel Members but we do not charge You a fee to use of our Services (other than nominal administrative fees, if any, which would be set forth in your policy documents). We are not involved with and are not responsible for any fee arrangement that You may enter into with Panel Member. You acknowledge and agree to this compensation arrangement. You hereby release us of any and all losses, costs, damages or claims in connection with, arising from or related to Your use of a Panel Member’s products or services, including any fees charged by a Panel Member
i) You are solely responsible for complying with applicable laws and regulations in connection with Your use of any services offered by us or a Panel Member.
7. Payment, Recurring Charges, and Refunds
PLEASE READ ALL PAYMENT, RENEWAL, AND REFUND LANGUAGE CAREFULLY BEFORE SUBMITTING PAYMENT INFORMATION.
Billing Information
If You have provided Simply Business (or any of our third-party service providers used to process payments) with Your credit or debit card for payment (Your “Card”), You (i) certify that You are authorized to use the Card to make such payment; and (ii) understand and agree that (a) we will immediately charge the Card to purchase Your selected Insurance Services, (b) we will save Your Card information to file for any future charges (as described below), and (c) processing fees, if any, are paid to the third-party service providers used to process payment and not paid to Simply Business.
Once You have submitted the Card, we will automatically charge to the Card, at intervals based upon the billing method You selected (e.g. monthly; quarterly; annually; etc.), the applicable fees for such Insurance Services (the amount of which may change as agreed to by You pursuant to prior written notice).
You are responsible for providing and updating all credit or debit card information required for Simply Business or any third-party service provider to apply valid charges to the Card. Simply Business or our service providers may take commercially reasonable actions to validate Your Card. If payment is not received by us or our agents from Your Card issuer or its agents, You agree to pay all amounts due upon demand by us or our service providers. If You fail to pay any amount payable hereunder when due, You agree to pay, in addition to any amount past due, interest accrued thereon, and all reasonable expenses incurred by Simply Business and our service providers in enforcing these Terms, including, but not limited to, all expenses of any legal proceeding related thereto and all reasonable attorneys’ fees incurred in connection therewith. Notwithstanding anything to the contrary contained herein, in the event You have not paid any amount payable to us by its due date, or should Your Card expire, or should Simply Business otherwise be unable to apply valid charges to the Card, Simply Business, at its sole option and discretion, in accordance with applicable law, and without any liability to You or any third party hereunder, shall have the right, until such time as all unpaid amounts have been paid, to suspend or terminate all Insurance Services, including canceling issued insurance policies.
Automatic Renewals
In order to receive continuous service, the Insurance Services you selected will be automatically renewed at the end of the first year and every year thereafter, until you cancel at any time by using any of the cancellation methods below. A cancellation will be effectively upon receipt of your notice of cancellation. Renewals of your Insurances Services may be subject to new pricing and fees which you will be notified of prior to renewal. If you do not cancel the Insurance Services before the next billing renewal date, you will be deemed to have accepted the new pricing and fees.
Cancellations and Refund Policy
You may cancel by telephone at (844) 241-6648. A cancellation will be effectively upon receipt of your notice of cancellation. Within 30 days of such receipt, you will receive a prorated refund of any prepaid premiums for the remaining period of the then-current policy period, except that the greater of up to 25% or $500 of any prepaid premiums for that period may not be refundable from certain insurance carriers.
CERTAIN PAYMENTS, AS INDICATED ON THE SITE WHERE YOU SUBMITTED YOUR PAYMENT INFORMATION, ARE NON-REFUNDABLE.
8. Consent to Receive Electronic Communications
Simply Business and its affiliates may provide You with communications, information regarding insurance policies, and notices electronically. The purchase of Your insurance policy through the Site confirms Your express consent to receive communications and all insurance documents electronically rather than in paper form throughout our relationship with You.
Under this agreement, Simply Business will provide any and all communications, notices, statements, disclosures, and insurance policy information electronically by email or text message (if applicable). We may also request electronic signatures where applicable.
In order to access and retain electronic communications, You will need a computer or mobile device with internet access and access to the email address used to purchase Your policy. If you consented to receive SMS communications, You will also need access to the mobile device associated with the telephone number you provided and SMS capabilities. You can change Your contact information at any time by calling us directly at (844) 654-7272.
9. No Warranties
Without limiting the foregoing, Simply Business does not make any warranty that (i) the Services will meet Your requirements, (ii) the Services will be uninterrupted, timely, secure or error-free, (iii) the results that may be obtained from the use of the Services will be accurate or reliable, (iv) the content or information available on the Site or through the Services is complete, accurate or available, or (v) the quality of any products, services, information, or other material purchased or obtained by You through the Site or Services will meet Your expectations. No advice or information, whether oral or written, obtained by You from Simply Business, on the Site or through the Services shall create any warranty not expressly made herein.
The Simply Business Services provide You with an opportunity to apply for and compare quotes for commercial insurance and to purchase commercial insurance. The Materials, the Site and the Services are not intended to, nor do they, convey legal, accounting, tax, career, or other professional advice of any kind. Anyone viewing Materials or other information contained in the Site or through the Services should not act upon it without seeking professional counsel. In short, the Materials, the Site and Services should not be relied upon or used as a substitute for consultation with professional advisors. The Materials concerns topics selected by Simply Business for dissemination to the general public, and is offered on a blind basis, without any knowledge as to Your industry, identity, or specific circumstances.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE MATERIALS, THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. SIMPLY BUSINESS AND ITS THIRD PARTY PROVIDERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. SIMPLY BUSINESS AND ITS THIRD PARTY PROVIDERS MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR SECURITY OF THE MATERIALS, THE SITE OR THE SERVICES. SIMPLY BUSINESS, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITE, THE SERVICES, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE LIMITED TO SIXTY (60) DAYS OR ANY SUCH SHORTER AMOUNT OF TIME AS MAY BE PERMITTED BY APPLICABLE LAW.
10. Indemnity
You shall indemnify, defend, and hold harmless Simply Business and its affiliates, and its and their shareholders, employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including legal and accounting fees) that they may sustain or incur arising from (i) Your use of the Services available at the Site, (ii) Your use of the Materials available on the Site in any way contrary to these Terms (iii) Your breach of any of Your representations, warranties or obligations set forth in these Terms, (iv) the sale or purchase, or purported sale or purchase, of products by You, or any loss suffered by or harm to any person or property in any way relating to or caused in whole or in part by the services sold or purchased by You (including to the extent permissible by law, without limitation, any personal injuries or death of any third person caused in whole or in part by such services), (v) any taxes attributable to the insurance policies purchased or due on the purchase of the insurance policies purchased, (vii) any dispute between You and a Panel Member (defined in Section 7) arising out of a transaction initiated on the Site or through the Services, or (viii) alleged errors or omissions or misrepresentations in the information provided by You to Simply Business when using the Insurance Services. You are prohibited from settling any action, claim or demand on our behalf without our prior written consent. Simply Business shall have the right to conduct any litigation, with counsel of its choice, at Your expense.
11. Limitation of Liability
TO THE MAXIMUM EXTENT ALLOWED BY LAW, SIMPLY BUSINESS AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, AND AFFILIATES (“PROTECTED ENTITIES”) SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, REVENUE OR GOODWILL OR OTHER ECONOMIC ADVANTAGE, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, EXTRAORDINARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THESE TERMS, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND WHETHER OR NOT THEY HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED, AND ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION. IN NO EVENT WILL SIMPLY BUSINESS HAVE ANY LIABILITY FOR CLAIMS RELATING TO BUSINESS DECISIONS MADE BY YOU IN RELIANCE UPON ANY OF THE SERVICES OR THE MATERIALS. THIS LIABILITY EXCLUSION INCLUDES, WITHOUT LIMITATION, ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST YOU. **TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (UPON ANY CLAIM OR CAUSE OF ACTION WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS, THE SITE, THE MATERIALS OR THE SERVICES EXCEED, IN THE AGGREGATE, THE GREATER OF (I) $200 OR (II) THE AMOUNT, IF ANY, PAID BY YOU TO SIMPLY BUSINESS IN THE PREVIOUS TWELVE (12) MONTHS FOR THE PRODUCTS OR SERVICES TO WHICH THE CLAIM OR CAUSE OF ACTION RELATES. **
In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitations on liability may not apply to You.
12. DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER
This Dispute Resolution and Arbitration; Class Action Waiver provision (the “Arbitration Provision”) facilitates the prompt and efficient resolution of any Disputes that may arise between You and Simply Business through arbitration. Please read this provision carefully. The term “Disputes” means any dispute, claim, or controversy between You and Simply Business arising out of or relating to any aspect of Your relationship with Simply Business, whether in contract, statute, regulation, ordinance, tort, fraud, misrepresentation, negligence, or any other legal or equitable cause of action or claim for relief, and includes the validity, enforceability or scope of this provision (with the exception of the Class Action Waiver clause below).
Arbitration replaces the right to go to court. You understand and agree that by entering into these Terms You and Simply Business are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Arbitration Provision, you and Simply Business might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. You have the right to opt-out of this Arbitration Provision (as explained below), which means you would retain your right to litigate your Disputes in a court, either before a judge or jury.
YOU AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN A COURT BEFORE A JUDGE OR JURY.
For all Disputes, You must first give Simply Business an opportunity to resolve the dispute by sending Simply Business a written notification that includes (1) Your name, (2) Your address, (3) a written description of Your claim, and (4) the specific relief You seek. If Simply Business does not resolve Your claim within 45 days after it receives Your written notification, You may pursue Your Dispute in arbitration.
Right to Op-Out of Arbitration and Dispute Resolution Procedures: Notwithstanding the above, You may pursue a Dispute in court if You opt-out of these arbitration procedures in a writing sent by you to Simply Business within 30 days from the date that You first consent to these Terms (the “Opt-Out Deadline”) by sending Simply Business a written notification to [Insert both email and street address delivery options] that includes (1) Your name, (2) Your address, and (3) a clear statement that You do not wish to resolve disputes with Simply Business through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on Your relationship with Simply Business. Any opt-out request sent by You (as evidenced by a postmark or email transmission date) after the Opt-Out Deadline will not be valid and You must pursue Your Dispute in arbitration.
Any arbitration of Disputes shall be brought with the American Arbitration Association (“AAA”) and will be conducted before a single arbitrator. For Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. Because the Site and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. The arbitrator may order such discovery as allowed by applicable law and the AAA rules. However, discovery rights and rights of appeal generally are more limited in arbitration than in court. The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and that award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law.
Class Action Waiver: Except as required by applicable law or otherwise provided in this Arbitration Provision, the arbitrator may not consolidate more than one person’s claims, and may not preside over any form of a class or representative proceeding of claims (such as class action, representative action, or private attorney general action) unless You and Simply Business specifically agree to do so in writing following initiation of the arbitration. If You pursue Your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to You.
If any clause within this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision, and the remainder of this provision will be given full force and effect, except that in the event the Class Action Waiver is found to be unenforceable by a final judgment, then this Arbitration Agreement shall not be applicable to the Parties.
13. Termination
You agree that Simply Business may, in its sole discretion, deny You access to the Site and disable any user name and password associated with You for any reason, including, without limitation, if Simply Business believes in its sole discretion that You have violated or acted inconsistently with the letter or spirit of these Terms. Simply Business reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the services offered under the Site (or any part thereof) with or without notice.
Simply Business reserves the right to refuse to list or to discontinue the listing of any Services as it may choose in its sole discretion and without notice. Without limiting the generality of its right to exclude or discontinue the listing of Services, Simply Business may, in its sole discretion, exclude Services from the Site if they are believed not to meet applicable industry standards.
You agree that Simply Business shall not be liable to You or to any third party for any modification, suspension or discontinuance of the services offered under the Site. Notwithstanding termination of this agreement, paragraphs 9 (No Warranties), 10 (Indemnity), 11 (Limitation of Liability), 12 (Dispute Resolution and Arbitration; Class Action Waiver), 13 (Termination), 14 (Notices), and 16 (General) shall survive its termination and shall continue in full force and effect.
14. Notices
Any legal notice required or permitted under these Terms shall be in writing and shall be deemed to have been duly given upon receipt or rejection. Any such notice or communication shall be delivered or directed: (a) if to You, to the e-mail or postal address provided by You upon completing a form on the Site or through the Services, or another e-mail or postal address later provided by You to Simply Business through your account, or some page of similar nature, on the Site or through the Service and (b) if to Simply Business, to:
Simply Business, LLC
One Beacon Street, 15th Floor
Boston, MA 02108
Attn: Legal Department
15. Modifications to the Site
We reserve the right, for any reason, in our sole discretion, to terminate, change, suspend or discontinue any aspect of the Site or Services including, but not limited to, content, features or hours of availability. We may also impose limits on certain features of the Site and Services or restrict Your access to part or all of the Site and Services without notice or penalty. Simply Business reserves the right to temporarily or permanently terminate Your registration on the Site for any or no reason without prior notice.
16. General
The Sites and Services are created and maintained by Simply Business, LLC The Federal Arbitration Act, the laws of the Commonwealth of Massachusetts, and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, govern these Terms. Foreign laws do not apply. Except for Disputes subject to arbitration as described above, with respect to any disputes relating to these Terms or this Site, You and Simply Business agree to submit to the exclusive jurisdiction of the federal and state courts located in Boston, Massachusetts. Simply Business controls the Site from its offices within the Commonwealth of Massachusetts. Simply Business does not imply that the materials published on the Site are appropriate for use outside of the United States. If You access the Site from outside of the United States, You do so on Your own initiative and You are responsible for compliance with local laws.
Any waiver of any right or provision of this agreement will be effective only if signed by an officer of Simply Business and the failure of Simply Business to exercise or enforce any term or condition shall not constitute a waiver of such right or provision.
The provisions of these Terms are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the Class Action Waiver and the Arbitration Provision, in the event any provision of these Terms is found to be partially or wholly invalid, illegal or unenforceable, such provision shall be modified or restricted to the extent and in the manner necessary to render it valid, legal, and enforceable. It is expressly understood and agreed between the parties that such modification or restriction may be accomplished unilaterally by us, or alternatively, by disposition of an arbitrator or a court of law. If such provision cannot under any circumstances be so modified or restricted, it shall be excised from the Terms without affecting the validity, legality or enforceability of any of the remaining provisions.
The rights and limitations in this agreement are for the benefit of You and Simply Business and a person who is not a party to this agreement has no right to enforce any provision of these Terms.
Simply Business and its affiliated companies retain all rights regarding their trademarks, trade names, brand names and trade dress. These marks, names or trade dress, and all associated logos or images, are registered and/or common law trademarks of Simply Business or its affiliates or licensors and are protected by U.S. and international laws and treaties. No license to the use of such marks, names or trade dress is granted to You under these Terms or by Your use of the Site. Your misuse of the trademarks displayed on the Site is strictly prohibited.
You and Simply Business are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship or similar relationship between You and Simply Business is intended or created by these Terms
“Simply Business”® is a registered trademark of Simply Business and its affiliates. Simply Business is a wholly owned subsidiary of The Travelers Companies Inc.
17. Intellectual Property Infringement
Simply Business respects the intellectual property rights of third parties. If You believe that anything on our Site infringes upon any copyright which You own or control, please notify our legal department by sending an email to Simply Business at [email protected] and providing the following information, in its entirety:
a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
b) Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit Simply Business to locate the material.
d) Information reasonably sufficient to permit Simply Business to contact You as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which You may be contacted.
c) A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
d) 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 owner of an exclusive right that is allegedly infringed.
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Submitting a DMCA Counter-Notification
We will notify You that we have removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If You receive such notice from us, you may provide us with a counter-notification in writing to Simply Business designated agent that includes all of the following information:
i) Your physical or electronic signature;
ii) Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
iii) A statement from You under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
iv) Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which Simply Business may be located, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Termination of Repeat Infringers
Simply Business reserves the right, in its sole discretion, to terminate the account or access of any user of our web site and/or service who is the subject or repeated DMCA or other infringement notifications.