Updated July 12, 2024

User’s Acknowledgment and Acceptance of Terms; Modifications

Terms of Use and Guidelines. Cover Whale Insurance Solutions Inc. (“Cover Whale”, or “us” or “we”) provides the Cover Whale Inc. web service and various related services (collectively, the “Service”) to you, the user, subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Use”), as well as any other written agreement between us and you. In addition, when accessing, using or subscribing to particular services or materials on the Service, users shall be subject to any additional posted guidelines or rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use, including without limitation Cover Whale’s Privacy Policy, which describes the information Cover Whale collects, and how we use and disclose such information (collectively, the “Guidelines”). All such Guidelines are hereby incorporated by reference into and made a part of these Terms of Use.

Subscribing Organizations. If you are registering for or using the Service on behalf of a group, company, entity, or organization (a “Subscribing Organization”), you represent and warrant that you are the Subscribing Organization’s authorized representative with the authority to bind it to these Terms of Use, and you hereby do agree on its behalf to be bound by these Terms of Use. In such a case, references to “you” in these terms shall be construed to mean you in your individual capacity, as well as the Subscribing Organization and any other individual that uses the Service on the Subscribing Organization’s behalf or with the Subscribing Organization’s authority or consent, but excludes the Subscribing Organization’s Affiliates.

Acceptance of Terms. BY USING THIS SERVICE, AND/OR ACCESSING AND USING ANY MATERIALS YOU OBTAIN FROM OR THROUGH THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, YOU MAY NOT USE THE SERVICE. YOUR REMEDY FOR DISSATISFACTION WITH THIS SERVICE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SERVICE, IS TO STOP USING THE SERVICE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SERVICE.

Modifications. We reserve the right to update or modify the Terms of Use at any time without prior notice, and such changes will become effective in accordance with the following. In the case of material changes to the Terms of Use, we will make reasonable efforts to notify you of the change, such as through sending an email to any address you may have provided to us, through a pop-up window on the Service, or other similar mechanism. Modifications to the Terms of Use will be effective upon the earlier of (i) your first use of the Service with actual notice of such change, or (ii) 30 days from posting of such change. Your use of the Service following the date that any such change becomes effective constitutes your agreement to be bound by the modified Terms of Use. If you do not agree to the modified Terms of Use, your sole and exclusive remedy is to cease use of the Service, and by providing Cover Whale with written notice of your termination in connection with such a modification within thirty (30) days following the modification becoming effective. Notwithstanding the generality of the foregoing, disputes arising under these Terms of Use will be resolved in accordance with the version of the Terms in place at the time the dispute arose. These Terms of Use will identify the date of last update, and we encourage you to review them periodically to stay informed of the latest modifications.

Affiliates. As used in these Terms of Use, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers and directors.

Description of Services, Policy Purchases and Payment

General. We make various services available on this Service including, but not limited to an opportunity to apply for and purchase insurance policies issued by third party insurance providers (“Third Party Insurance Policy”) and other like services available on the Cover Whale website (the “Cover Whale Site”).

Policy Purchases. In order to apply for a purchase of the Third Party Insurance Policy, you must register and complete the application process. If your application is approved, you will be required to pay the quoted Third Party Insurance Policy purchase price.

Policy Renewals. Policy Term automatically renews on expiration of the then-current term, unless you cancel your subscription prior to such expiration. Prior to the expiration of the then-current term, we will provide you with the pricing information for your selected Third Party Insurance Policy for the ensuing renewal term. If you wish that your Third Party Insurance Policy does not renew for the ensuing renewal term, you must cancel your subscription by calling our customer service line, as indicated on the “Contact Us” page of the Cover Whale Site.

Payment. The Third Party Insurance Policy purchase price quoted to you as part of the application process is charged to your payment instrument at the time of purchase.

Disclaimers and Restrictions

Third Party Software. Third Party Software is provided under separate license terms (“Third Party Software Terms”), which are accessible and available for your review at the time of installation of the Third Party Software. Nothing in these Terms of Use is intended to impose further restrictions on your use of the Third Party Software in addition to the Third Party Software Terms.

Third Party Insurance Policy. Third Party Insurance Policy purchased by you constitutes a separate contract between you and the third party issues of the Third Party Insurance Policy. Cover Whale assumes no liability under the Third Party Insurance Policy that you purchase, and all claims you may make under the Third Party Insurance Policy must be filed directly with the Third Party Insurance Policy provider in accordance with the Third Party Insurance Policy documentation.

Additional Third Party Services. Cover Whale may provide links on the Service to other sites, including the content therein (“Reference Sites”). Company has no control over such Reference Sites or their content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Reference Sites or other content linked to by the Service. Company provides links to you only as a convenience, and the inclusion of any link on the Service does not imply our affiliation, endorsement, or adoption of the linked Reference Site or other content or any information therein. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, CONTENT, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK. Our terms and policies do not govern your use of any site other than the Service. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.

No Liability for Security Breaches. The Service is intended solely to deliver information and to facilitate the purchase of certain products and services to assist you with your or your subscribing organization’s cybersecurity efforts. Company makes no warranties whatsoever, express or implied, regarding the accuracy, completeness, timeliness, or usefulness of the Service. Cover Whale does not assume any risk whatsoever for your use of the Service or the results thereof. In using the Service, you agree that Cover Whale shall not be liable or otherwise responsible for any decision made or any action taken or any action not taken due to your use of the Service. Company does not assume any responsibility for any cybersecurity event that may occur with respect to you or your subscribing organization. You assume the risk of the limitations inherent in the Service and understand that no warranty or guarantee is made concerning any particular result.

Certain Consents

Sharing of Registration Data. In order to complete the Third Party Insurance Policy application process, you will be required to provide certain information and data, including payment instrument information (“Registration Data”). By completing the Third Party Insurance Policy application process, you agree that all information provided in the Registration Data is true and accurate. It is necessary for us in order to provide you with the Service, to share your Registration data, including payment information with our partners, such as with Third Party Insurance Policy provider, Third Party Software provider, and payment processors. You hereby authorize Cover Whale and our partners to capture and share such information as described above and as described in our Privacy Policy.

Electronic Delivery of Documents. Cover Whale and its partners, including without limitation the Third Party Insurance Policy provider and Third Party Software provider, may provide you with the option to receive documents and communications in a non-electronic form. However, we and our partners may have the ability to deliver certain insurance documents and communications to you through electronic means. By using the Service, you hereby give us your consent to deliver all documents and communications, including without limitation relating to your insurance purchased through Cover Whale to you electronically in lieu of any other method of delivery. This consent for electronic delivery is effective until you withdraw it. It also means that we may choose not to provide hard copies of any document or communication that we deliver to you electronically. Accordingly, you should print or otherwise retain a hard copy of any document or communication for your records if you wish to do so. The delivery of documents and communications to you electronically pursuant to this consent in lieu of sending paper copies shall not affect the validity, legal effect or enforceability of such documents and communications. You may withdraw your consent to electronic delivery by providing notice to us, but your withdrawal will not affect or change in any way the legal effectiveness, validity or enforceability of any documents that were delivered to you electronically before your withdrawal became effective. If you provide us notice of withdraw of your consent for electronic delivery, your withdrawal will not become effective until ten (10) business days after our receipt of your notice of withdraw. You may request that we send you a paper copy of any document that was originally provided to you electronically, and we will send that document to you at no charge to you.

Conduct on Service

You agree to use the Service only for its intended purpose. You must use the Service in compliance with all privacy, data protection, intellectual property, and other applicable laws and regulations. You shall not do or attempt to do any of the following:

Rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer your access to the Service, or any of the permissions granted herein;
Use the Service on behalf of any third party (except your Subscribing Organization, if applicable), or in connection with any type of “service bureau” activity;
Impersonate another person or entity;
Share passwords with any third party or encourage any other user to do so;
Use any bot, spider, or other automated program or process to access the Service, except for the sole purpose of crawling the Service in connection with legitimate indexing services of commercially available general purpose search engines; or
Use the Service for any illegal, unethical, fraudulent, misleading, or objectionable purpose or in breach of any law, regulation, or agreement.

In addition, you may not use the Service to access information of any other user of the Service or attempt to gain unauthorized access to another network or server, or to access or use any feature of the Service or any content thereon beyond the scope of the access for which you have registered and paid all applicable fees. Not all areas of the Service may be available to you or other authorized users of the Service. You shall not interfere with anyone else’s use and enjoyment of the Service or other similar services. Users who violate systems or network security may incur criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your affiliation with our Service without prior notice to you for violating the Terms of Use. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other Services, including cooperating with law enforcement authorities in investigating suspected criminal violations.

Third Party Services and Information

Third Party Software, Third Party Insurance Policy, Reference Sites and the third party providers thereof are not under our control, and you acknowledge that We are not responsible for the accuracy, copyright compliance, legality, or any other aspect of the content of such products and services, nor are we responsible for errors or omissions in any references to other parties or their products and services. The availability of Third Party Software, Third Party Insurance Policy and Reference Sites is provided merely as a convenience and does not imply endorsement or any warranty of any kind by us, either express or implied.

Intellectual Property Information

For purposes of these Terms of Use, “content” is defined as any information, data, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed or accessed by users on the Service.

By accepting these Terms of Use, you acknowledge and agree that all content presented to you on the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Cover Whale Inc. and/or its Affiliates and licensors. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from the Service in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on the Service. Any unauthorized use of the materials appearing on the Service may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, the Service will not infringe the rights of third parties. See Section the Digital Millennium Copyright Act section below for a description of the procedures to be followed in the event that any party believes that content posted on the Service infringes a copyright of a third party. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Cover Whale or its Affiliates or third parties. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Cover Whale or its Affiliates or any third party.

Digital Millennium Copyright Act

It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Service infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Copyright Agent with the following information in writing:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works on the Service;
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, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law (for example, “I am under the good faith belief that the use of the copyrighted content that is identified herein is not authorized by the copyright owner, its agent, or the law.”); and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (for example, “I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or authorized to act on behalf of the copyright owner, of the copyright(s) that is allegedly infringed by the aforementioned content.”).

Our Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:
Designated Agent for Claimed Infringement:

Cover Whale Insurance Solutions Inc.
180 Maiden Lane, Suite 802
New York, NY 10038
(323) 402-5526

For clarity, only DMCA notices should go to our Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to our general info or customer service contacts. Please note that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid and any removal requests may not be acted upon. Please also note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Disclaimer of Warranties

ALL MATERIALS AND SERVICES ON THIS SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SERVICE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THIS SERVICE AND MATERIALS AVAILABLE THROUGH THE SERVICE, COULD INCLUDE BUGS AND OTHER TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SERVICE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SERVICE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES. THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY PRODUCTS AND SERVICES THROUGH THIS SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the Service, you may have the opportunities to engage in commercial transactions with other vendors. You acknowledge that all transactions relating to any products or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandize and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SERVICE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SERVICE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Content available through the Service often represents the opinions and judgments of an information provider, Service user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Cover Whale Inc. spokesperson speaking in his/her official capacity. You understand and agree that temporary interruptions of the services available through the Service may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of the Service, and therefore, delays and disruption of other network transmissions are completely beyond our control. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SERVICE OR OF ANY WEB SERVICE REFERENCED OR LINKED TO FROM THIS SERVICE. FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PRODUCTS AND SERVICES OFFERED THROUGH THIS SERVICE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Third Party Disputes

ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY PROVIDER OF THIRD PARTY SOFTWARE OR THIRD PARTY INSURANCE POLICY, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use or misuse of the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Participation in Promotions

From time to time, the Service may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on the Service. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

International Use

Although the Service may be accessible worldwide, we make no representation that materials on the Service are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Service from other locations (a) do so on their own initiative, (b) consent to the transmission of their information to the United States for storage and processing, and (c) and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Service is void where prohibited.

Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Service with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on the Service immediately cease, and you acknowledge and agree that we may immediately bar any further access by you to the Service. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

Dispute Resolution and Arbitration.

Generally. In the interest of resolving disputes between us in the most expedient and cost effective manner, you and we agree that any and all disputes arising in connection with these Terms of Use shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms of Use, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms of Use. You understand and agree that, by entering into these Terms of Use, you and we are each waiving the right to a trial by jury or to participate in a class action.

Exceptions. Notwithstanding subsection (A), we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.

Arbitrator. Any arbitration between you and Cover Whale will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Cover Whale.

Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). Cover Whale’s address for Notice is: Cover Whale Insurance Solutions Inc., 30211 Ave de Las Banderas, Suite 200, Rancho Santa Margarita, CA 92688. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but If we do not reach an agreement to do so within 30 days after the Notice is received, you or Cover Whale may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Cover Whale shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any; provided that if our dispute is finally resolved through arbitration in your favor, Cover Whale shall pay you the greater of (i) the amount awarded by the arbitrator, if any, and (ii) the greatest amount offered by Cover Whale in settlement of the dispute prior to the arbitrator’s award.

Fees. Any arbitration hearings will take place at a location to be agreed upon in Santa Clara County, California, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Cover Whale for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

No Class Actions. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Cover Whale agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Modifications. In the event that Cover Whale makes any future change to this arbitration provision (other than a change to the Cover Whale’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Cover Whale’s address for Notice, in which case your access to the Service shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject shall survive.

Enforceability. If either Section 16.f by itself, or the entirety of this Section 16, is found to be unenforceable, then the entirety of this Section shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described elsewhere in Section 17 shall govern any action arising out of or related to these Terms of Use.

Governing Law

This Service (excluding any linked Services) is controlled by us from our offices within the State of California, United States of America. It can be accessed from all 50 states and the District of Columbia, as well as from other countries around the world. As each of these places has laws that may differ from those of California, by accessing the Service both of us agree that the statutes and laws of the State of California, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of the Service and the purchase of products and services available through the Service. To the extent that any action hereunder is permitted to be brought in a court of law, each of us agrees and hereby submits to the exclusive personal jurisdiction and venue any court of competent jurisdiction within the State of California with respect to such matters.

Notices

All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service, if by email, or at 30211 Ave de Las Banderas, Suite 200, Rancho Santa Margarita, CA 92688 if by conventional mail. Notices to you may be sent to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the Service to inform you of changes to the Service or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.

Entire Agreement

These terms and conditions (along with the Privacy Policy and any other Guidelines), as may be modified from time to time as provided herein, constitute the entire agreement and understanding between us concerning the subject matter of this agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. These Terms of Use may not be altered, supplemented, or amended except as expressly provided herein or by mutual agreement of you and us that is in writing and signed by your and our authorized representatives. Except as expressly set forth herein, any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void. To the extent that anything in or associated with the Service is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

Miscellaneous

In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred. These Terms of Use, and all the rights and licenses granted herein are personal to you, and do not extend to any Affiliate or other third party. You may not assign, delegate, or sublicense your rights and obligations under these Terms of Use to any party, whether by sale of stock or assets, merger, change of control, operation of law, or otherwise, and any purported attempt to do so will be null and void. We may free assign our rights and obligations under these Terms of Use. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of your and our successors and permitted assigns. You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of the Service, or use of or access to the Service.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our Service arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, or if not capable of such construction shall be deemed severed from these Terms of Use, and the remaining portions shall remain in full force and effect.
Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision, nor shall any waiver of any term or provision or in any specific case be deemed or interpreted to constitute a waiver of any other term or in any other case.

Contact Information

Except as explicitly noted on the Service, the services available through the Service are offered by Cover Whale Inc., a Delaware Corporation, located at 30211 Ave de Las Banderas, Suite 200, Rancho Santa Margarita, CA 92688. Our telephone number is (323) 402-5526. If you notice that any user is violating these Terms of Use, please contact us.

ALABAMA FRAUD WARNING

Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or who knowingly presents false information in an application for insurance is guilty of a crime and may be subject to restitution fines or confinement in prison, or any combination thereof.

ARKANSAS, LOUISIANA, RHODE ISLAND AND WEST VIRGINIA FRAUD WARNING

Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

COLORADO FRAUD WARNING

It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance, and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies.

DISTRICT OF COLUMBIA FRAUD WARNING

WARNING: It is a crime to provide false or misleading information to ah insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits, if false information materially related to a claim was provided by the applicant.

FLORIDA FRAUD WARNING

Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete or misleading information is guilty of a felony of the third degree.

KANSAS FRAUD WARNING

Any person who, knowingly and with intent to defraud, presents, causes to be presented or prepares with knowledge or belief that it will be presented to or by an insurer, purported insurer, broker or any agent thereof, any written statement as part of, or in support of, an application for the issuance of, or the rating of an insurance policy for personal or commercial insurance, or a claim for payment or other benefit pursuant to an insurance policy for commercial or personal insurance which such person knows to contain materially false information concerning any fact material thereto; or conceals, for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act.

KENTUCKY FRAUD WARNING

Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance containing any materially false information or conceals, for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime.

MAINE FRAUD WARNING

It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties may include imprisonment, fines or a denial of insurance benefits.

MARYLAND FRAUD WARNING

Any person who knowingly or willfully presents a false or fraudulent claim for payment of a loss or benefit or who knowingly or willfully presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

MINNESOTA FRAUD WARNING

A person who submits an application or files a claim with intent to defraud or helps commit a fraud against an insurer is guilty of a crime.

NEW JERSEY FRAUD WARNING

Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties.

NEW MEXICO FRAUD WARNING

NEW YORK FRAUD WARNING

Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed five thousand dollars and the stated value of the claim for each such violation.

OHIO FRAUD WARNING

Any person who, with intent to defraud or knowing that he/she is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud.

OKLAHOMA FRAUD WARNING

WARNING: Any person who knowingly, and with intent to injure, defraud or deceive any insurer, makes any claim for the proceeds of an insurance policy containing any false, incomplete or misleading information is guilty of a felony.

OREGON FRAUD WARNING

Any person who knowingly and with intent to defraud any insurance company or another person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading information concerning any fact material thereto, may be committing a fraudulent insurance act, which may be a crime and may subject the person to criminal and civil penalties.

PENNSYLVANIA FRAUD WARNING

Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the· purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties.

VERMONT FRAUD WARNING

Any person who knowingly presents a false statement in an application for insurance may be guilty of a criminal offense and subject to penalties under state law.

TENNESSEE, VIRGINIA AND WASHINGTON FRAUD WARNING

It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits.

FRAUD WARNING FOR ALL OTHER LOCATIONS

Any person who knowingly and with intent to defraud any insurance company or another person, files an application for insurance or statement of claim containing any materially false information, or conceals information for the purpose of misleading, commits a fraudulent insurance act, which is a crime and may subject such person to criminal and civil penalties.