PLATFORM TERMS OF SERVICE — INSURANCE AGENCIES AND BROKERAGES
Last Revised: July 10, 2026
Welcome to the Terms of Service (these "Terms") for the 1Fort platform (the "Platform"), available at www.1fort.com (the "Website"), operated by 1Fort Inc. ("1Fort," "we," "us," or "our"). The Website, the Platform, and any content, tools, software, features, and functionality offered on or through the Website are collectively referred to as the "Services." These Terms govern your access to and use of the Services.
1. WHO MAY USE THE SERVICES
To use the Services, you must be an insurance agency, brokerage, or other person or entity that is properly licensed (to the extent a license is required) to transact the insurance business you conduct using the Services, and you must register for an Account or be invited and onboarded to the Services by an account holder. You may permit your clients, including prospective and actual policyholders ("Your Clients"), to access designated portions of the Services or to receive communications, invoices, or payment requests generated through the Services. You are responsible for Your Clients' access to and use of the Services and for all information that you or Your Clients submit through the Services, and any act or omission of Your Clients in connection with the Services will be deemed your act or omission for purposes of these Terms. By using the Services, you represent and warrant that you meet these requirements.
2. CREATING AND SAFEGUARDING YOUR ACCOUNT
(2.1) Creating and Safeguarding Your Account. To use certain features of the Services, you need to create an account on the Platform (an "Account"), which you may do through the registration process or through a link or invitation provided to you. You agree to provide us with accurate, complete, and updated information for your Account and to keep such information current. You can access, edit, and update your Account by signing into your Account and navigating to My Settings. You are solely responsible for all activity on your Account and for maintaining the confidentiality and security of your password and credentials. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at hello@1fort.com if you know or have any reason to suspect that your Account or password has been stolen, misappropriated, or otherwise compromised, or in the case of any actual or suspected unauthorized use of your Account. You agree not to create an Account if we have previously removed you from, or banned you from, any of our Services, unless we provide written consent otherwise.
(2.2) Authorized Users; Responsibility for Access. As a company, organization, or other entity, you may permit your employees, consultants, contractors, and agents to access and use the Services through your Account (each, an "Authorized User"). You are responsible for (a) ensuring that only Authorized Users you expressly permit access your Account; (b) promptly disabling the access of, and ensuring cessation of use by, any Authorized User whose employment or engagement with you has terminated or whose access you otherwise revoke; and (c) using reasonable efforts to make all Authorized Users aware of the provisions of these Terms applicable to their access to and use of the Services. You are responsible and liable for all access to and use of the Services resulting from access provided by you or on your behalf, directly or indirectly, whether such access or use is permitted by or in violation of these Terms, including all acts and omissions of Authorized Users and of Your Clients. Any act or omission of an Authorized User or of Your Clients that would constitute a breach of these Terms if taken by you will be deemed a breach of these Terms by you.
3. LOCATION OF OUR PRIVACY POLICY
Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://www.1fort.com/privacy, which is incorporated into these Terms under Section 15.13.
4. RIGHTS WE GRANT YOU
(4.1) Right to Use the Services. Subject to your compliance with these Terms, we hereby grant you a limited, revocable, non-assignable, non-sublicensable, non-transferable, and non-exclusive right to access and use the Services during the Term solely for your internal business purposes. Your access to and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Services, or other actions that 1Fort, in its sole discretion, may elect to take.
(4.2) Restrictions on Your Use of the Services. You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or we expressly permit you to do so on the Platform or otherwise in writing:
(a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services (except for temporary files that are automatically cached by your web browser for display purposes, and except for Your Content and outputs generated for you in the ordinary operation of the Services), or use automation software (bots), hacks, modifications (mods), or any other unauthorized third-party software designed to modify the Services;
(b) duplicate, decompile, reverse engineer, disassemble, or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
(c) use, reproduce, or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
(d) access or use the Services in any manner that could disable, overburden, damage, disrupt, or impair the Services or interfere with any other party's access to or use of the Services, or use any device, software, or routine that causes the same, or introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful into our systems;
(e) attempt to gain unauthorized access to, interfere with, damage, or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services, or circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services;
(f) use any robot, spider, crawler, scraper, or other automatic device, process, software, or queries that intercepts, "mines," scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy, or collect information or data from or through the Services, or engage in any manual process to do the same;
(g) use the Services for illegal or disruptive purposes, or otherwise use the Services in a manner that is in violation of any applicable law or regulation or that violates any third party's privacy, publicity, intellectual property, or other rights;
(h) rent, lease, sublicense, or otherwise make the Services available to any third party, or use the Services to provide services to third parties on a service-bureau, time-sharing, or outsourcing basis (other than providing access to Your Clients as expressly permitted by these Terms);
(i) use the Services for any benchmarking or competitive analysis, or to develop, market, or assist any third party in developing a product or service that competes with the Services;
(j) use or access the Services, or any output of the Services, to build, train, fine-tune, or improve any machine-learning or artificial-intelligence model; or
(k) access or use the Services in any way not expressly permitted by these Terms.
5. OWNERSHIP AND YOUR LICENSES AND REPRESENTATIONS
(5.1) Ownership of the Services. The Services, including their "look and feel" (e.g., text, graphics, images, logos), proprietary content, information, and other materials, are protected under copyright, trademark, and other intellectual property laws. You agree that 1Fort and/or its licensors own all rights, title, and interest in and to the Services (including any and all intellectual property rights therein), and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in and to the Services and their content (other than Your Content) not expressly granted to you in these Terms, including, without limitation, the exclusive right to create derivative works. Except for the limited rights expressly granted in Section 4.1, nothing in these Terms grants or conveys, whether by implication, waiver, estoppel, or otherwise, to you or any third party any license to, or any other right, title, or interest in or to, the Services or any intellectual property rights therein.
(5.2) Ownership of Trademarks. 1Fort's name, 1Fort's logo, and all related names, logos, product and service names, designs, and slogans are trademarks of 1Fort or its affiliates or licensors. Other names, logos, product and service names, designs, and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
(5.3) Ownership of Feedback. We welcome feedback, comments, and suggestions for improvements to the Services ("Feedback"). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of 1Fort, and 1Fort may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to 1Fort any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights, and any and all other intellectual property right) that you may have in and to any and all Feedback.
(5.4) License Grant to Your Computer Systems and Content. You hereby grant to 1Fort a worldwide, non-exclusive, transferable (in connection with an assignment by 1Fort of these Terms), sublicensable, royalty-free license to (i) connect to, access, and use your computer systems, and (ii) access, scan, host, view, cache, transmit, store, use, display, modify, and create derivative works of the content, data, and information contained or stored in your computer systems that are connected to the Services, or that you otherwise upload or provide to the Services, or that you develop or create using the Services ("Your Content"), and to make Your Content available to the insurance markets, carriers, wholesalers, premium finance companies, the 1Fort Pay provider, Your Clients, and other recipients that you designate or direct through the Services, in each case of (i) and (ii) for the purpose of our operation of the Services and provision of the Services to you. We may also use Your Content that is anonymized or aggregated such that it does not identify you or any individual for the purpose of optimizing and improving our products and services and otherwise for our lawful business purposes. If you integrate or connect the Services with any external or third-party product, system, or service, or if you provide 1Fort with access to, or credentials for, any carrier, market, or other third-party system, you authorize 1Fort to access, connect to, and interoperate with such product, system, service, or credentials as necessary to provide the Services.
(5.5) Our Use and Disclosure of Your Content. You agree that the above rights and licenses include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access or disclosure is necessary to comply with our legal obligations. To the fullest extent permitted by applicable law, 1Fort reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content from the Services at any time, for any reason, and without notice.
(5.6) Your Content Warranties. By enabling your computer systems to connect to the Platform and/or submitting Your Content to the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for Your Content. To the extent Your Content includes information related to identified or identifiable individuals ("Personal Information"), you represent and warrant that all such Personal Information was collected and is disclosed by you in compliance with applicable privacy laws, including with respect to any applicable obligations to provide notice to and/or obtain consent from individuals. You further represent and warrant that Your Content does not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to provide the material and to grant us the license described above. You further represent and warrant that you have all rights, authority, consents, and permissions necessary to (i) integrate or connect the Services with any external or third-party product, system, or service that you connect to the Services, and (ii) provide 1Fort with access to, and permit 1Fort to access and use, any carrier, market, or other third-party system or credentials that you make available to 1Fort, including any consent required from the applicable carrier, market, or other third party.
(5.7) Expirations; Non-Solicitation of Your Clients. As between you and 1Fort, you own and control all of your client relationships, policy expirations, and producer and client lists. 1Fort will not use or refer to your expirations, client lists, or related transaction records to solicit, sell, or service any insurance policy, or to compete with you, absent your specific written permission. This Section does not limit 1Fort's use of anonymized or aggregated data as permitted in Section 5.4 or 1Fort's provision of the Services to you.
6. 1FORT PAY; INVOICING; PROGRAM FEES; PREMIUM FINANCING; FINANCIAL ACCOUNTS
(6.1) Mandatory Enrollment in 1Fort Pay. As a condition of accessing and using the Services, you must enroll in, and maintain enrollment in, the "1Fort Pay" feature of the Platform. 1Fort Pay provides a means for the immediate payment of premiums, taxes, surplus lines taxes and stamping fees, inspection fees, policy administration fees, and other amounts owed in connection with a placement (collectively, "Premium Amounts") and, where available, the option to obtain premium financing from the 1Fort Pay funding provider. You agree to direct Your Clients to opt into 1Fort Pay for the payment of Premium Amounts.
(6.2) Mandatory Use of 1Fort Invoicing. Where the Services are used to prepare, assemble, or transmit a submission, application, or quote request to any insurance market, carrier, wholesaler, or other recipient (a "Submission"), you agree that all Premium Amounts associated with the resulting placement must be invoiced through the Platform and processed through 1Fort Pay using the invoice generated by the Services. You agree not to collect, route, or process such Premium Amounts outside of 1Fort Pay, and not to alter or modify any invoice generated through the Services. Any Premium Amounts collected, routed, or processed in violation of this Section are subject to Section 6.17 (Program Fees on Off-Platform Payments).
(6.3) 1Fort's Role; No Handling of Premium by 1Fort. 1Fort provides the software that generates invoices and facilitates the initiation of payments and, where applicable, applications for premium financing. The collection, holding, and remittance of Premium Amounts, and the offering, underwriting, funding, and servicing of any premium financing, are performed by the 1Fort Pay funding and payment provider(s) and the applicable insurance markets, carriers, and premium finance companies, and not by 1Fort. Premium financing is offered only in certain cases and is not guaranteed; the availability and terms of any premium financing are determined solely by the 1Fort Pay funding provider, subject to that provider's approval and underwriting, and may be limited, modified, or withdrawn at any time. Where you facilitate premium financing through 1Fort Pay, the eligibility of policies for financing, the setting of Contract Rates, the payment of any Financing Fees, and related premium-financing terms are governed by Section 6.10 and by the Premium Financing Provisions set forth in Sections 6.18 through 6.25.
(6.4) Premium Finance Documentation. To the extent permitted by applicable law and the policies and procedures of the applicable premium finance company, 1Fort or the 1Fort Pay funding provider may be listed on the applicable premium financing agreement for the purpose of administering payments and servicing the financing, even where it is not listed with the applicable insurance company. You will remain the broker of record and producer with the applicable insurance company with respect to the underlying insurance policy, and 1Fort will not take any action to replace you as broker of record with the insurance company. 1Fort is not, and will not act as, an insurance broker, agent, or producer with respect to the underlying insurance policy or your relationship with Your Clients.
(6.5) Program Fees. You agree and acknowledge that 1Fort charges program fees for the Services as set forth on the Settings page of the Platform (the "Program Fees"), to the extent permissible under applicable law and regulation. A Program Fee accrues, and is earned by 1Fort, upon the binding of each placement resulting from a Submission, regardless of the manner in which the associated Premium Amounts are ultimately invoiced, collected, or paid. The Program Fees are fees for software and technology services and do not constitute insurance commissions. Where permitted by applicable law, the Program Fees may be charged as a service fee to Your Client in connection with a placement, and you authorize 1Fort and the 1Fort Pay provider to collect the Program Fees through 1Fort Pay. 1Fort may audit your Agency Management Systems and records to verify the placements processed in connection with the Services and the Program Fees owed, in accordance with Section 8.3. Except as required by applicable law or as expressly set forth in an Order Form, all Program Fees (including any Capped Shortfall and any Recovered Program Fee) are fully earned by 1Fort upon the binding of the applicable placement and are fully non-refundable, including in the event of any subsequent cancellation, non-renewal, rescission, endorsement, or adjustment of the underlying policy or any return of Premium Amounts. Where a Program Fee has been charged to Your Client and a refund of that fee to Your Client is required by applicable law, you are responsible for such refund as between you and 1Fort, and any such refund funded by 1Fort or the 1Fort Pay provider constitutes a Balance recoverable under Section 6.9. Nothing in this Section limits the fee-dispute process in Section 6.16 or any adjustment or credit issued in resolution of a timely dispute thereunder.
(6.6) Submission Data. You acknowledge that 1Fort is not responsible for the accuracy or completeness of any information or documentation ("Submission Data") supplied by you or Your Client in connection with a Submission or any insurance application. 1Fort's sole obligation with respect to Submission Data is to transmit it, without alteration, as you direct. You and Your Client remain exclusively responsible for the truthfulness and accuracy of all Submission Data provided.
(6.7) Cancellation for Non-Payment. Where Premium Amounts are not paid when due, or where a premium financing agreement is cancelled for non-payment, the applicable insurance market, carrier, broker of record, or premium finance company may issue a notice of cancellation in accordance with the applicable policy terms and applicable law. You acknowledge that 1Fort does not issue notices of cancellation, cancel coverage, or determine the effective date of any cancellation, and that all such actions are taken by the applicable carrier, broker of record, or premium finance company. You and Your Client remain responsible for taking any action required of a licensed broker or producer in connection with such cancellation.
(6.8) Payment Transaction Fees. In addition to the Program Fees, 1Fort (and/or the 1Fort Pay provider) will charge a payment transaction fee on each payment processed through 1Fort Pay, in the amount and manner disclosed on the Platform, in the applicable Order Form, or at the time of payment. Payment transaction fees are fees for payment-facilitation and technology services and do not constitute insurance commission or insurance premium. You authorize 1Fort and the 1Fort Pay provider to assess and collect such payment transaction fees through 1Fort Pay. To the extent a payment transaction fee is charged to, or passed through to, Your Client, you are responsible for ensuring that any disclosures or authorizations required by applicable law (including any applicable surcharge, convenience-fee, or service-fee laws and any applicable payment-network rules) are provided to and obtained from Your Client. Except as required by applicable law or as expressly set forth in an Order Form, all payment transaction fees are fully earned upon the processing of the applicable payment and are fully non-refundable, including where the underlying payment is subsequently refunded, reversed, charged back, returned, or failed. Nothing in this Section limits the fee-dispute process in Section 6.16 or any adjustment or credit issued in resolution of a timely dispute thereunder.
(6.9) Setoff; Recovery of Amounts Owed. If you fail to pay any amount owed to 1Fort when due — including any Program Fees (including any Recovered Program Fee under Section 6.17), payment transaction fees, Subscription Fees, Capped Shortfalls, amounts that 1Fort or the 1Fort Pay provider has advanced or funded on your behalf, refunds or chargebacks that 1Fort or the 1Fort Pay provider has funded, and any reversed, returned, or failed payment (each, a "Balance") — then, to the extent permitted by applicable law, 1Fort (and/or the 1Fort Pay provider) may recover the Balance by any one or more of the following means: (a) setting off or deducting the Balance from any amounts that 1Fort or the 1Fort Pay provider holds for, owes to, or would otherwise pay or settle to you; (b) deducting or withholding the Balance from current or future payments or transactions processed through 1Fort Pay; or (c) charging or debiting the payment method, bank account, or other account that you have designated in connection with the Services. You hereby authorize 1Fort and the 1Fort Pay provider to take the foregoing actions and to initiate such debits on a standing basis, which authorization you may revoke only by terminating these Terms and paying all amounts then owed. This Section applies only to a Balance that is due and owing and not subject to a good-faith dispute under Section 6.16. A Balance not paid when due may accrue interest at the rate specified in the applicable Order Form or, if none is specified, at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and you will reimburse 1Fort for its reasonable costs of collection. Where any recovery under this Section would reach amounts owed by, or an account belonging to, Your Client, you are responsible for obtaining any authorization required by applicable law and by applicable payment-network and ACH rules. The rights in this Section are in addition to, and not in lieu of, 1Fort's suspension and termination rights under Section 14 and any other remedies available at law or in equity. Nothing in this Section authorizes 1Fort to hold, collect, or remit insurance premium; the collection, holding, and remittance of Premium Amounts remain the responsibility of the 1Fort Pay provider and the applicable carriers and premium finance companies as set forth in Section 6.3.
(6.10) Funding Direction; Remittance to Carriers. You are responsible for directing where any premium financing proceeds and other payments processed through 1Fort Pay are to be funded, and for promptly remitting any such funds to the appropriate insurance carriers, wholesalers, or other recipients in payment of premium. 1Fort and the 1Fort Pay provider fund and process payments in accordance with your instructions and do not determine the recipients of premium. You assume all responsibility to pay the appropriate carriers and other recipients where you have directed that funds be delivered to you or to a recipient you designate, and you will defend and indemnify the 1Fort Entities against any claim arising from your funding or remittance instructions or your failure to remit. You are solely responsible for ensuring that any Financing Fee, Contract Rate (each as defined in the Premium Financing Provisions in Sections 6.18 through 6.25), service fee, or other compensation that you set or earn in connection with the Services complies with the laws and regulations of each applicable jurisdiction, including any law that restricts or prohibits the compensation of agents or brokers in connection with premium financing, and 1Fort and the 1Fort Pay provider may decline to pay or pass through any such amount where prohibited by applicable law.
(6.11) Reserves; Chargebacks. 1Fort and the 1Fort Pay provider may establish and hold a reserve of your funds, in an amount and for a period reasonably determined by them, if your account reflects a history of chargebacks, returned payments, or other risk indicators. The payer on any transaction processed through 1Fort Pay authorizes the charge for the amount entered. If a chargeback, reversal, or payment dispute occurs, 1Fort and the 1Fort Pay provider will use commercially reasonable efforts to assist in resolving it; if a chargeback is finalized, 1Fort and the 1Fort Pay provider may debit your designated account for the amount of the chargeback together with any applicable chargeback fee, in accordance with Section 6.9.
(6.12) Taxes. All Program Fees, payment transaction fees, Subscription Fees, and other amounts payable to 1Fort under these Terms are exclusive of any taxes, duties, surcharges, or other governmental charges (other than taxes on 1Fort's net income). You are responsible for all such taxes, duties, and charges arising in connection with your use of the Services and any placement, and you will pay or reimburse 1Fort for them, except to the extent you provide a valid exemption certificate.
(6.13) Program Fee Caps. The Program Fees are calculated as a percentage of premium as set forth on the Settings page of the Platform. You may configure, and may change at any time in the 1Fort broker platform, a maximum dollar amount of Program Fee to be charged per policy (a "Program Fee Cap"). Any change you make to a Program Fee Cap will apply prospectively to placements bound after the change takes effect and will not affect any Program Fee already charged or invoiced. Where the Program Fee otherwise calculated for a placement would exceed the applicable Program Fee Cap, the Program Fee charged through 1Fort Pay in connection with that placement will be limited to the Program Fee Cap, and the difference between the Program Fee as otherwise calculated and the Program Fee Cap (the "Capped Shortfall") will be owed by you to 1Fort. The Capped Shortfall constitutes a Balance, and 1Fort may invoice you for the Capped Shortfall and/or recover it by any of the means set forth in Section 6.9 (Setoff; Recovery of Amounts Owed). For the avoidance of doubt, the Capped Shortfall is consideration for software and technology services, does not constitute insurance commission or insurance premium, and nothing in this Section authorizes 1Fort to pay, net, or withhold insurance commission.
(6.14) Changes to Fee Rates. 1Fort may change the Program Fee rate and/or the payment transaction fee rate upon at least thirty (30) days' prior notice to you, which notice may be provided through the Platform, by email, or by posting an updated Settings page. Any such change will take effect at the end of the notice period and will apply prospectively to placements bound, and payments processed, after the change takes effect, and will not affect any Program Fee or payment transaction fee already charged or invoiced. Your continued use of the Services after the change takes effect constitutes your acceptance of the revised rate. If you do not accept a revised rate, your sole remedy is to terminate these Terms in accordance with Section 14.1 before the change takes effect. This Section governs changes to the Program Fee rate and the payment transaction fee rate and operates in addition to, and without limiting, Section 15.2.
(6.15) Subscription Fees. In addition to the Program Fees and payment transaction fees described above, 1Fort may charge recurring subscription fees for access to and use of the Services (the "Subscription Fees"), in the amount and billing frequency (e.g., monthly or annual) set forth in the applicable Order Form or on the Settings page of the Platform. Subscription Fees are payable by you (and not by Your Clients) and are owed regardless of the number of Submissions, placements, or payments you process through the Services. Like the Program Fees and payment transaction fees, the Subscription Fees are fees for software and technology services and do not constitute insurance commission or insurance premium. Unless the applicable Order Form expressly provides otherwise, Subscription Fees are in addition to, and not in lieu of, the Program Fees and payment transaction fees.
1Fort will invoice the Subscription Fees in advance for each billing period, or, where you have provided a payment method or account, 1Fort and the 1Fort Pay provider may charge or debit that payment method or account for the Subscription Fees, in each case in accordance with the billing information and frequency set forth in the Order Form. Subscription Fees are due within the period stated in the applicable Order Form or, if none is stated, within thirty (30) days of the invoice date. Except as required by applicable law or as expressly set forth in an Order Form, all Subscription Fees are non-cancelable when due and non-refundable, including upon any termination or non-renewal of these Terms or any Order Form, and are not subject to setoff except for amounts subject to a good-faith dispute under Section 6.16. Any Subscription Fee not paid when due constitutes a Balance for purposes of Section 6.9 (Setoff; Recovery of Amounts Owed), may accrue interest as set forth in that Section, and may be recovered by any of the means set forth in that Section. Non-payment of Subscription Fees is a breach of these Terms for which 1Fort may suspend the Services under Section 14.3 and/or terminate under Section 14.2.
Unless the applicable Order Form provides otherwise, your subscription will renew automatically for successive billing periods consistent with the term and renewal provisions of Section 14.1. 1Fort may change the Subscription Fees effective as of the commencement of your next billing period or renewal term by providing you with reasonable prior notice (which notice may be provided through the Platform, by email, or by posting an updated Settings page or Order Form); any such change will not affect the Subscription Fees for the then-current billing period. Your continued use of the Services after a Subscription Fee change takes effect constitutes your acceptance of the revised Subscription Fees. This Section operates in addition to, and without limiting, Sections 6.14 and 15.2.
(6.16) Fee Disputes. If you have a good-faith belief that an invoice or charge for Program Fees (including any Recovered Program Fee), payment transaction fees, or Subscription Fees is incorrect, you must notify 1Fort in writing at hello@1fort.com within thirty (30) days after the date of the applicable invoice or charge (the "Dispute Period"), specifying in reasonable detail the basis for the dispute. The parties will work together in good faith to resolve the dispute, and you will pay any amount determined to be owed promptly following resolution (and in any event within thirty (30) days thereafter). An amount that is the subject of a timely, good-faith notice under this Section constitutes a "good-faith dispute" for purposes of Sections 6.9 and 14.2 and is not subject to suspension, interest, or recovery under Section 6.9 while the dispute is pending. If you do not notify 1Fort of a dispute within the Dispute Period, the invoice or charge will be deemed correct, due, and owing. This Section does not apply to Premium Amounts, which are handled by the applicable carriers, premium finance companies, and the 1Fort Pay provider as set forth in Section 6.3.
(6.17) Program Fees on Off-Platform Payments. If any quote, binder, or policy results from, or is issued in connection with, a Submission prepared, assembled, or transmitted through the Services, and any Premium Amounts associated with that placement are collected, routed, or processed other than through 1Fort Pay using the invoice generated by the Services (an "Off-Platform Payment"), then, without limiting 1Fort's other rights and remedies for breach of Section 6.2, you shall owe to 1Fort the full Program Fee that would have been charged in connection with that placement had the Premium Amounts been invoiced and processed through 1Fort Pay, calculated at the Program Fee rate in effect on the Settings page of the Platform as of the date the placement was bound and subject to any applicable Program Fee Cap in effect as of that date (the "Recovered Program Fee"). 1Fort may determine the existence and amount of any Off-Platform Payment and the corresponding Recovered Program Fee through the audit rights set forth in Section 8.3 or through any other records or information available to 1Fort. Each Recovered Program Fee constitutes a Balance for purposes of Section 6.9 (Setoff; Recovery of Amounts Owed), is payable by you (and not by Your Client), may be invoiced to you by 1Fort, and may be recovered by any of the means set forth in Section 6.9, including the accrual of interest as provided therein, subject to your right to dispute the invoice or charge under Section 6.16. For the avoidance of doubt, (a) the Recovered Program Fee is consideration for software and technology services rendered in connection with the Submission and placement, and does not constitute insurance commission or insurance premium; (b) payment of a Recovered Program Fee does not cure, waive, or excuse any breach of Section 6.2, and 1Fort's acceptance of a Recovered Program Fee is not consent to any Off-Platform Payment; and (c) nothing in this Section authorizes 1Fort to hold, collect, or remit insurance premium.
(6.18) Premium Financing Program; Definitions. Sections 6.18 through 6.25 (collectively, the "Premium Financing Provisions") apply where you elect to facilitate premium financing for Your Clients through 1Fort Pay. For purposes of these Terms: (a) "Financing Provider" means the 1Fort Pay funding provider(s), bank(s), and/or licensed premium finance company(ies) identified on the Platform, in the applicable Order Form, or in the applicable PFA, that originate, fund, hold, and service premium financing offered through 1Fort Pay [Note to counsel: identify the Financing Provider(s) by name on the Platform or Order Form and confirm premium-finance licensure in each state where financed insureds reside]; (b) "PFA" means a premium finance agreement between one of Your Clients and the Financing Provider, originated and funded through the Platform, pursuant to the terms and conditions contained in the applicable premium finance agreement and subject to further written instruction from 1Fort or the Financing Provider regarding the facilitation, application, or processing of such agreement; (c) "Contract Rate" means the annual percentage rate of finance charge specified in a PFA, as set by you in accordance with Section 6.20; and (d) "Base Rate" means 1Fort's base rate for PFAs as published on the Settings page of the Platform (or as set forth in the applicable Order Form) as in effect at the time the applicable PFA quote is generated. The Base Rate may be adjusted by 1Fort and the Financing Provider in their discretion based on changes to the "prime rate" at large U.S. money center banks as published by The Wall Street Journal from time to time, the Financing Provider's cost of borrowing or funds, or other internal business factors; any adjustment to the Base Rate will be effective only for PFAs accepted after the adjusted Base Rate is published and will not affect any PFA previously accepted.
(6.19) Offering of PFAs; Eligibility. You may offer Your Clients premium financing originated and funded by the Financing Provider through the Platform, pursuant to the terms and conditions of the applicable PFA and subject to written instructions from 1Fort or the Financing Provider regarding the facilitation, application, or processing of PFAs. Financing is permitted only for agency-billed policies where the applicable underwriters and carriers allow third-party premium financing. This Section operates in addition to, and without limiting, your obligations under Section 8.5 (Compliance with Carrier Contracts), including any restriction in your agreements with carriers on financing direct-billed or agency-billed policies.
(6.20) PFA Quotes; Contract Rate; Renewals. You will prepare PFA quotes to present to Your Clients through the Platform. You may not amend or modify any PFA quote generated through the Platform without the express written permission of 1Fort or the Financing Provider; provided, however, that you may set or modify the Contract Rate on any PFA, including (if approved in writing by 1Fort) by programmatic means, in each case in compliance with all applicable state and federal laws and regulations. As set forth in Section 6.10, you are solely responsible for determining whether each Contract Rate complies with the laws and regulations of each applicable jurisdiction, and you will notify 1Fort promptly if any Contract Rate is not in compliance. If you select a Contract Rate for a PFA that is less than the Base Rate, you will owe to 1Fort the difference between the Base Rate and the Contract Rate for that PFA, which amount constitutes a Balance for purposes of Section 6.9 and may be offset or recovered as set forth in Sections 6.9 and 6.23. You will not make any written or oral representation, warranty, or other assurance to any of Your Clients regarding a PFA, the Financing Provider, or the availability or terms of any financing that has not first been specifically authorized in writing by 1Fort or the Financing Provider. Any renewal of insurance coverage by Your Client will require a new PFA, and nothing in these Terms obligates the Financing Provider to finance any renewal.
(6.21) Acceptance and Servicing of PFAs. The Financing Provider reserves the right to reject any PFA submitted through the Platform and retains sole discretion in offering or accepting any submitted PFA based on its business judgment and internal underwriting guidelines. Neither 1Fort nor the Financing Provider will incur any payment or funding obligation to you or Your Clients until the Financing Provider accepts the PFA and funds the premiums identified in it. The Financing Provider will service each PFA as required by applicable state and federal laws and regulations and in accordance with its standard operating procedures. Consistent with Sections 6.3 and 6.4, 1Fort's role is limited to providing the software through which PFAs are quoted, applied for, and administered.
(6.22) Financing Fee. 1Fort will pay to you, or will cause the Financing Provider to pay to you, a fee (the "Financing Fee") with respect to finance charge revenue actually earned and collected by the Financing Provider on each outstanding PFA facilitated by you through the Platform. [Note to counsel: confirm whether the payor is 1Fort or the Financing Provider; if 1Fort itself collects finance charge revenue and pays the spread, clear that structure against applicable premium-finance licensing statutes.] The Financing Fee for a PFA equals the portion of collected finance charge revenue attributable to the positive difference, if any, of the Contract Rate over the Base Rate applicable to that PFA. All Financing Fees due to you will be calculated at the end of each calendar month with respect to finance charge revenue collected during that month and will be paid in accordance with these Terms and the applicable Order Form. As stated in Section 6.10, 1Fort and the Financing Provider may decline to pay or pass through any Financing Fee or other compensation where prohibited or restricted by applicable law. No Financing Fee will be paid: (a) on any PFA that was not facilitated by you through the Platform or not accepted by the Financing Provider pursuant to these Terms; (b) on any PFA written on a personal lines insurance policy, defined as a policy for personal, household, or family purposes; (c) on any PFA where the insured resides in a state that prohibits or restricts the payment or compensation of agents or brokers for referring, originating, or facilitating a premium finance agreement; (d) on any PFA with a Contract Rate below the Base Rate; or (e) on any PFA that is paid in full or cancelled and for which no finance charge revenue is earned or collected in the applicable month.
(6.23) Offsets; Charge-Offs. 1Fort and the Financing Provider may offset against any Financing Fees due to you any losses on PFAs facilitated by you that result in a deficiency balance remaining outstanding more than sixty (60) days after cancellation of the PFA or, if the PFA is not cancelled prior to its maturity date, more than sixty (60) days after the maturity date ("Charge-Offs"). The collection of any deficiency balance will be processed pursuant to the Financing Provider's internal collections policy, and the Financing Provider retains all rights and discretion with respect to its collection practices. You are not entitled to any refund or adjustment if a Charge-Off is collected after the sixty (60)-day period described above. In addition, 1Fort and the Financing Provider may offset, and you will pay promptly upon 1Fort's request if insufficient amounts are available for such offset, any amount you owe under Section 6.20 with respect to a Contract Rate below the Base Rate. Amounts owed under this Section constitute a Balance and are recoverable by the means set forth in Section 6.9, subject to your dispute rights under Section 6.16.
(6.24) PFA Late Charges. Late charges, default charges, and other fees assessed against Your Clients under a PFA are governed exclusively by the applicable PFA and applicable premium finance and consumer-credit laws and are assessed, if at all, by the Financing Provider. Amounts that you owe to 1Fort under the Premium Financing Provisions that are not paid when due accrue interest and collection costs as set forth in Section 6.9.
(6.25) PFA Default; Cancellation; Return Premiums. Upon an insured's default under a PFA, the Financing Provider may, in its sole business judgment and in accordance with the PFA (including any power of attorney granted therein) and applicable state and federal laws and regulations, seek cancellation of the insurance policy(ies) described in the PFA. Consistent with Section 6.7, 1Fort does not issue notices of cancellation, cancel coverage, or determine the effective date of any cancellation; all such actions are taken by the applicable carrier or the Financing Provider. If any financed insurance policy is cancelled and the Financing Provider provides you notice of cancellation, you agree, with respect to each cancelled policy, to: (a) recognize the required date of cancellation as reflected on the notice of cancellation; (b) use the required date of cancellation to calculate any return premium, applying a standard pro rata calculation or short-rate calculation as required by the law of the insured's state; and (c) remit directly to the Financing Provider any payments received by you from Your Clients, and any refunds or return premiums received by you from carriers or managing general agents, with respect to the financed policy, and to hold all such amounts in trust for the Financing Provider until remitted. Nothing in the Premium Financing Provisions requires or authorizes remittance of premium or return premium to 1Fort, and nothing in the Premium Financing Provisions authorizes 1Fort to hold, collect, or remit insurance premium.
(6.26) Financial Accounts; Applicability; Definitions. Sections 6.26 through 6.33 (collectively, the "Financial Account Provisions") apply only if you elect to open and use a Financial Account as part of the Services. For purposes of these Terms: (a) "Bank" means Fifth Third Bank, National Association, Member FDIC; (b) "Stripe" means Stripe, Inc., Stripe Payments Company, and their respective affiliates; (c) "Financial Account" means the stored-value financial account provided through Stripe's financial-account infrastructure and made available through the Platform, with funds held at the Bank; and (d) "Money Management Services" means the money storage, payment, and money movement services provided by Stripe and the Bank and made available through the Platform in connection with a Financial Account. 1Fort partners with Stripe Payments Company for money transmission services and account services, with funds held at Fifth Third Bank, N.A., Member FDIC. 1Fort is a software and technology company, not a bank or a licensed money transmitter; the Money Management Services are provided by Stripe and the Bank, not by 1Fort; a Financial Account is not a deposit account established by you directly at the Bank; and 1Fort does not hold, own, or take custody of funds in any Financial Account.
(6.27) Stripe and Payment Agreements. Your access to and use of any Financial Account and the Money Management Services is conditioned on your separately reviewing and agreeing to, and your continued compliance with, each of the following agreements, which will be presented to you during onboarding or on the Platform and your acceptance of which will be recorded before you may use any Financial Account: (a) the Stripe Services Agreement, available at https://stripe.com/legal/ssa; (b) the Treasury for platforms Terms – Connected Accounts (formerly the Stripe Treasury – Connected Accounts terms), available at https://stripe.com/legal/ssa-services-terms#stripe-financial-accounts-for-platforms-formerly-stripe-treasury-connected-accounts; and (c) the Stripe Connected Account Agreement, available at https://stripe.com/legal/connect-account — in each case together with any terms of the Bank incorporated therein (collectively, the "Financial Services Agreements"), and in each case as titled, located, and updated by Stripe or the Bank from time to time (including any successor agreement or successor URL). The Financial Services Agreements are agreements between you and Stripe (and, as applicable, the Bank), not 1Fort, and govern your relationship with Stripe and the Bank; in the event of any conflict between these Terms and the Financial Services Agreements with respect to that relationship, the Financial Services Agreements control. You authorize 1Fort to share with Stripe and the Bank the information reasonably required to open, maintain, and service your Financial Account.
(6.28) The Financial Account; Custody of Funds. Funds credited to your Financial Account are held at the Bank in one or more custodial accounts for the benefit of you and other holders of Financial Accounts, as reflected in the ownership records maintained by Stripe and/or the Bank (or their third-party service providers). Funds in your Financial Account may be pooled in such custodial accounts with the funds of other users of Financial Accounts; funds in your Financial Account are not commingled with 1Fort's own corporate funds, and 1Fort does not take title to or custody of them. Funds will be held in the Financial Account until you direct a transfer or payment through the Platform. By submitting transfer or payment information through the Platform, you authorize 1Fort, acting as your designated agent, to transmit your instructions to Stripe and the Bank to initiate transfers and payments to and from your Financial Account, and you authorize Stripe and the Bank to rely and act on instructions transmitted by 1Fort.
(6.29) FDIC Insurance. USD balances in Financial Accounts can be eligible for FDIC pass-through deposit insurance if they meet certain requirements. The accounts are eligible only to the extent pass-through insurance is permitted by the rules and regulations of the FDIC, and if the requirements for pass-through insurance are satisfied. FDIC insurance applies up to $250,000 per depositor, per financial institution, for deposits held in the same ownership capacity. FDIC deposit insurance protects only against the failure of an FDIC-insured depository institution; neither 1Fort nor Stripe is an FDIC-insured depository institution, and FDIC insurance does not protect against the failure or insolvency of 1Fort or Stripe.
(6.30) Appointment of 1Fort as Your Agent. You hereby appoint 1Fort to act as your agent solely for purposes of facilitating the Money Management Services, including, without limitation, to: (i) receive and provide notices and communications on your behalf; (ii) make available records of your Financial Account and the transactions on it; (iii) transmit your instructions to Stripe and the Bank to debit and credit accounts, including accounts at other financial institutions; (iv) collect the information necessary to establish and evidence your interest in the funds held for your benefit; (v) disclose such information to Stripe and the Bank; and (vi) take any other action reasonably necessary or desirable to facilitate the transactions constituting the Money Management Services. You authorize Stripe and the Bank to follow the instructions of 1Fort (whether electronic, written, or oral), and you agree that Stripe and the Bank may rely on such instructions without further investigation or authorization.
(6.31) 1Fort's Relationship with Stripe and the Bank; Waiver of Conflict. You acknowledge and agree that 1Fort provides certain services to, and acts on behalf of, Stripe and/or the Bank in connection with the Money Management Services, including, without limitation, presenting the Money Management Services on the Platform, delivering communications on their behalf, collecting information from users, and transmitting, authenticating, and completing transaction instructions. You acknowledge and expressly agree to 1Fort acting both as your agent and as a service provider to (or agent of) Stripe and the Bank for purposes of these Terms and the Money Management Services, and you hereby waive any conflict of interest resulting from such relationships.
(6.32) Identity Verification; Cooperation. You authorize 1Fort, Stripe, and the Bank, directly or through third parties, to make any inquiries they consider necessary to verify your identity and the identity of your beneficial owners, representatives, and Authorized Users. This may include requiring you to provide further information or documentation, taxpayer identification numbers, and other information that will allow them to reasonably identify you; requiring you to take steps to confirm ownership of your email address or financial accounts; ordering business or personal credit reports to the extent permitted by applicable law; and verifying your information against third-party databases or through other sources. Stripe and the Bank reserve the right to close, suspend, or limit access to any Financial Account or the Money Management Services in the event this information cannot be obtained or verified, and 1Fort will have no liability for any such closure, suspension, or limitation.
(6.33) Financial Account Fees; Setoff; Premium Compliance; Disclaimer. Fees related to the Money Management Services, if any, will be disclosed on the Settings page of the Platform, in the applicable Order Form, or in a fee schedule provided by 1Fort, Stripe, or the Bank, and any such fees payable to 1Fort and not paid when due constitute a Balance for purposes of Section 6.9. You authorize 1Fort, Stripe, and the Bank to deduct from your Financial Account any Balance that is due and owing, in accordance with Section 6.9 and your standing authorization thereunder, subject to your dispute rights under Section 6.16. If you hold any Premium Amounts, return premiums, or other fiduciary funds in a Financial Account, you are solely responsible for ensuring that doing so complies with applicable insurance laws and regulations governing premium trust, fiduciary, and segregated accounts in each applicable jurisdiction. [Note to counsel: whether a pooled custodial financial account satisfies state premium trust account requirements varies by state and should be confirmed before brokers are permitted to hold premium funds in Financial Accounts.] THE MONEY MANAGEMENT SERVICES AND FINANCIAL ACCOUNTS ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND THE DISCLAIMERS AND LIMITATIONS IN SECTIONS 10 AND 11 APPLY TO THE MONEY MANAGEMENT SERVICES. NONE OF 1FORT, STRIPE, OR THE BANK GUARANTEES CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE MONEY MANAGEMENT SERVICES. 1FORT, STRIPE, AND THE BANK WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR ELECTRONIC TRANSACTIONS ARE PROCESSED IN A TIMELY MANNER, BUT MAKE NO REPRESENTATION OR WARRANTY REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING, WHICH IS DEPENDENT ON MANY FACTORS OUTSIDE THEIR CONTROL, INCLUDING DELAYS IN THE BANKING SYSTEM OR THE U.S. OR INTERNATIONAL MAIL SERVICE.
7. NO CLAIMS AUTHORITY; COMPLAINT PROCEDURE; RECORDS
(7.1) No Claims Authority. All claims under any insurance policy are handled in accordance with the claims procedures specified in the applicable policy. 1Fort has no authority to receive, handle, adjust, or pay any claims, and provides no claims-handling services.
(7.2) Complaints. Upon receipt of any complaint from a policyholder or regulatory authority regarding any coverage in connection with which the Services were used, you shall promptly report such complaint to 1Fort and provide 1Fort with all communications, documentation, or other information relevant to the subject of the complaint.
(7.3) Retention of Complaint and Communication Records. 1Fort will maintain a record of (a) all complaints reported to 1Fort pursuant to Section 7.2 or otherwise received by 1Fort from you, any of Your Clients, or any regulatory authority in connection with the Services, including the substance, date of receipt, and disposition of each such complaint, and (b) all written communications between you (or Your Clients, to the extent transmitted through the Services) and 1Fort relating to the Services, in each case for a period of no less than five (5) years from the date of the applicable complaint or communication, or such longer period as may be required by applicable law. Such records will be maintained in accordance with Section 12 and the Privacy Policy. Nothing in this Section (i) obligates 1Fort to retain Your Content beyond the periods described in Section 14.3, except to the extent Your Content constitutes a record described in this Section, (ii) requires 1Fort to disclose its internal records except as required by applicable law or legal process, or (iii) limits or satisfies your own independent record-keeping obligations under Section 8.3 or applicable law.
8. YOUR REPRESENTATIONS, WARRANTIES, AND COVENANTS
(8.1) Insurance Licensing. You are and shall remain properly licensed in each and every jurisdiction in which you solicit, sell, negotiate, service, or otherwise transact insurance business using or in connection with the Services. You shall ensure that all of your employees and agents transacting such business on your behalf are properly licensed, and you shall not share with or remit any compensation to any person or entity not authorized to receive it. If your license, or the license of any of your employees, is revoked or suspended in any jurisdiction, you will notify 1Fort immediately.
(8.2) Errors and Omissions Insurance. You shall maintain at all times professional liability ("E&O") insurance with limits of no less than $1,000,000 per occurrence and $2,000,000 in the aggregate. You agree to provide 1Fort with evidence of such coverage upon request.
(8.3) Books and Records; Audit. You agree to maintain appropriate books and records for the business you transact using the Services, as required by applicable law or as customarily maintained by similarly situated insurance professionals, and to retain such records for the period required by applicable law or, if longer, five (5) years following the applicable transaction. Upon at least three (3) days' prior written notice from 1Fort, during regular business hours, you will permit 1Fort to audit your records relating to your use of the Services and the placements processed in connection with the Services, including your Agency Management Systems, for the purpose of verifying your compliance with these Terms and the Program Fees and other amounts owed, including the identification of any Off-Platform Payments under Section 6.17. 1Fort shall bear its own fees and expenses incurred in any such audit; provided that if an audit reveals an underpayment of more than five percent (5%) of the amounts owed for the audited period, or any Off-Platform Payment, you will reimburse 1Fort's reasonable, documented costs of the audit.
(8.4) Change of Control. You shall notify 1Fort promptly, and in any event within thirty (30) days, of any Change of Control of your business. For purposes of these Terms, "Change of Control" means (i) a sale of all or substantially all of your assets; (ii) an acquisition of you by another person, by means of any transaction or series of transactions (including any reorganization, merger, consolidation, or share transfer), pursuant to which your direct or indirect equityholders immediately preceding such transaction collectively own, following the consummation of such transaction, less than fifty percent (50%) of the securities of you (or the entity surviving or resulting from such transaction); or (iii) a change in the composition of your board of directors or equivalent governing body as a result of which fewer than one-half of the incumbent members are members who held such positions as of the date you accepted these Terms. Following any Change of Control in which the acquirer is a competitor of 1Fort, 1Fort may terminate these Terms upon thirty (30) days' written notice.
(8.5) Compliance with Carrier Contracts. You will use the Services in compliance with all of your contractual agreements with insurance carriers, wholesalers, and other third parties, including any restriction on financing direct-billed or agency-billed policies. If you use the Services in breach of any such agreement, you are solely responsible, and you will cancel any affected loan or transaction and recoup any resulting amounts owed within the time required by the applicable agreement or applicable law. 1Fort has no responsibility for your compliance with, or breach of, your agreements with carriers or other third parties.
(8.6) Review of Platform Output; Responsibility to Your Clients. You acknowledge that the Services are a productivity tool for licensed insurance professionals and are not a substitute for your professional judgment. You shall review, verify, and approve all quotes, proposals, coverage summaries, comparisons, recommendations, communications, invoices, and other materials or outputs generated by or through the Services — including any AI-Generated Output (as defined in Section 10.2) — before presenting, transmitting, or making any of the foregoing available to Your Clients, any carrier or market, any regulator, or any other third party. As between you and 1Fort, you are solely and ultimately responsible, as the licensed broker, agent, or producer, for the accuracy, completeness, suitability, and compliance with applicable law of everything you present to Your Clients and other third parties, regardless of whether it was generated, drafted, suggested, or assembled in whole or in part by the Services.
9. THIRD-PARTY SERVICES AND MATERIALS
Certain Services may display, include, or make available content, data, information, applications, or materials from third parties ("Third-Party Materials") or provide links to certain third-party websites. By using the Services, you acknowledge and agree that 1Fort is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse, and do not assume and will not have, any liability or responsibility to you or any other person for any third-party services, Third-Party Materials, or third-party websites, or for any other materials, products, or services of third parties. Third-Party Materials and links to other websites are provided solely as a convenience to you.
10. DISCLAIMERS
(10.1) General Disclaimers as to Services. YOUR ACCESS TO AND USE OF THE SERVICES ARE AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, 1FORT, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (THE "1FORT ENTITIES") DISCLAIM ALL WARRANTIES AND CONDITIONS IN CONNECTION WITH THESE TERMS AND THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE 1FORT ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICES; (B) ANY HARM TO YOUR COMPUTER SYSTEMS, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES; (C) THE OPERATION OR COMPATIBILITY OF THE SERVICES WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (D) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; (E) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, YOUR CONTENT AND OTHER DATA AND COMMUNICATIONS MAINTAINED BY THE SERVICES; OR (F) YOUR CONTENT OR COMPUTER SYSTEMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE 1FORT ENTITIES OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.
(10.2) Artificial Intelligence; Your Sole Responsibility for AI-Generated Output.
(a) THE PLATFORM MAKES USE OF THIRD-PARTY ARTIFICIAL INTELLIGENCE TOOLS AND FUNCTIONALITY TO PROVIDE RISK-MANAGEMENT ADVICE, DRAFT AND ASSEMBLE DOCUMENTS AND COMMUNICATIONS, SUMMARIZE AND COMPARE COVERAGES AND QUOTES, EXTRACT AND POPULATE DATA, AND PROVIDE OTHER FEATURES. ANY CONTENT, TEXT, DATA, SUMMARY, COMPARISON, RECOMMENDATION, QUOTATION, RESULT, OR OTHER OUTPUT GENERATED IN WHOLE OR IN PART BY SUCH ARTIFICIAL INTELLIGENCE TOOLS OR FUNCTIONALITY IS REFERRED TO IN THESE TERMS AS "AI-GENERATED OUTPUT."
(b) YOU UNDERSTAND AND ACKNOWLEDGE THAT ARTIFICIAL INTELLIGENCE TOOLS ARE PROBABILISTIC IN NATURE AND MAY PRODUCE OUTPUT THAT IS INACCURATE, INCOMPLETE, MISLEADING, OUTDATED, FABRICATED (INCLUDING FABRICATED FACTS, FIGURES, COVERAGE TERMS, OR CITATIONS), DISCRIMINATORY, BIASED, POOR-QUALITY, IRRELEVANT, OR OTHERWISE UNEXPECTED OR UNSUITABLE, EVEN WHERE THE OUTPUT APPEARS AUTHORITATIVE OR COMPLETE. 1FORT DOES NOT REVIEW, VERIFY, ENDORSE, OR GUARANTEE ANY AI-GENERATED OUTPUT, AND DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, FITNESS, OR APPROPRIATENESS OF ANY AI-GENERATED OUTPUT OR OF ANY OTHER INFORMATION OR RESULTS OF THE SERVICES. THE PLATFORM MAY ALSO CONTAIN SOFTWARE BUGS, DEFECTS, AND ERRORS.
(c) ALL AI-GENERATED OUTPUT IS PROVIDED TO YOU AS A DRAFTING AND PRODUCTIVITY AID ONLY, FOR YOUR REVIEW AND PROFESSIONAL EVALUATION AS A LICENSED INSURANCE PROFESSIONAL. AI-GENERATED OUTPUT IS NOT INSURANCE, LEGAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE, AND IS NOT A RECOMMENDATION BY 1FORT OF ANY COVERAGE, CARRIER, POLICY, TERM, OR COURSE OF ACTION. YOU AGREE TO INDEPENDENTLY REVIEW AND VERIFY ALL AI-GENERATED OUTPUT — INCLUDING ALL FACTS, FIGURES, PREMIUMS, LIMITS, DEDUCTIBLES, EXCLUSIONS, COVERAGE TERMS, AND POLICY LANGUAGE — AGAINST AUTHORITATIVE SOURCES BEFORE RELYING ON IT OR PRESENTING IT TO ANY THIRD PARTY, AND TO RELY ON YOUR OWN PROFESSIONAL JUDGMENT AND ADVISORS.
(d) AS BETWEEN YOU AND THE 1FORT ENTITIES, AND AS FURTHER SET FORTH IN SECTION 8.6, YOU — NOT 1FORT — ARE SOLELY AND ULTIMATELY RESPONSIBLE FOR ANY AI-GENERATED OUTPUT OR OTHER OUTPUT OF THE SERVICES THAT YOU USE, ADOPT, TRANSMIT, OR PRESENT TO YOUR CLIENTS, ANY CARRIER OR MARKET, ANY REGULATOR, OR ANY OTHER THIRD PARTY, IN EACH CASE AS IF SUCH OUTPUT HAD BEEN PREPARED ENTIRELY BY YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE 1FORT ENTITIES WILL HAVE NO LIABILITY TO YOU, YOUR CLIENTS, OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO ANY AI-GENERATED OUTPUT, INCLUDING ANY ERROR, OMISSION, OR INACCURACY IN AI-GENERATED OUTPUT OR ANY RELIANCE ON, USE OF, OR PRESENTATION OF AI-GENERATED OUTPUT BY YOU OR YOUR CLIENTS. NOTHING IN THIS SECTION RELIEVES YOU OF, OR TRANSFERS TO 1FORT, ANY DUTY YOU OWE TO YOUR CLIENTS UNDER APPLICABLE LAW OR AS A LICENSED BROKER, AGENT, OR PRODUCER.
(e) WE DO NOT USE CUSTOMER DATA OR ANY DATA PROVIDED THROUGH THE SERVICES TO DEVELOP, IMPROVE, OR TRAIN GENERALIZED ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING MODELS.
(10.3) No Legal or Professional Advice. WHILE THE SERVICES MAY BE USED TO FACILITATE THE IMPROVEMENT OF YOUR SYSTEM SECURITY OR THE IDENTIFICATION AND MITIGATION OF OTHER RISKS IN YOUR BUSINESS BY PROVIDING OBSERVATIONS REGARDING POTENTIAL GAPS AND PROVIDING REMEDIAL RECOMMENDATIONS FOR YOUR CONSIDERATION, OUR OBSERVATIONS AND RECOMMENDATIONS ARE NECESSARILY BASED ON INCOMPLETE AND LIMITED INFORMATION, AND WE DO NOT GUARANTEE THE ACCURACY OF ANY OBSERVATION OR OUTCOME OF ANY RECOMMENDATIONS OR SUGGESTIONS PROVIDED THROUGH THE SERVICES; SUCH OBSERVATIONS, RECOMMENDATIONS, OR SUGGESTIONS SHOULD NOT BE RELIED UPON AS PROFESSIONAL ADVICE. THE 1FORT ENTITIES DO NOT PROVIDE CYBERSECURITY, PRIVACY OR DATA PROTECTION COMPLIANCE, LEGAL, INSURANCE, OR OTHER PROFESSIONAL CONSULTING OR ADVICE. YOU ASSUME ALL RISK AND LIABILITY RELATED TO OR ARISING FROM THE INTERPRETATION OR USE OF THE SERVICES, ANY DERIVATIVES THEREOF, OR ANY TEMPLATES, RECOMMENDATIONS, OBSERVATIONS, SUGGESTIONS, DATA, OR INFORMATION PROVIDED TO YOU BY US. THE 1FORT ENTITIES SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO ANY DECISIONS YOU TAKE OR AVOID TAKING BASED ON THE SERVICES OR RESULTS THEREOF.
(10.4) No Insurance Guarantees. YOU ACKNOWLEDGE AND AGREE THAT 1FORT IS A TECHNOLOGY AND SOFTWARE PLATFORM AND THE 1FORT ENTITIES ARE NOT ACTING AS AN INSURANCE BROKER, AGENT, PRODUCER, SURPLUS LINES BROKER, INSURANCE CARRIER, OR PREMIUM FINANCE COMPANY IN CONNECTION WITH THE SERVICES. WE ARE NOT RESPONSIBLE FOR ANY INSURANCE APPLICATION DECISIONS OR OUTCOMES, AND YOU AGREE THAT ANY RELIANCE ON THE INFORMATION PROVIDED BY OUR SERVICES IS AT YOUR OWN RISK. WE MAKE NO RECOMMENDATIONS OR ASSURANCES REGARDING THE AVAILABILITY, COST, OR TERMS OF INSURANCE POLICIES OR COVERAGES. ALL DECISIONS REGARDING THE AMOUNT, TYPE, OR TERMS OF POLICIES AND COVERAGES ARE YOUR SOLE RESPONSIBILITY, AND ALL RECOMMENDATIONS TO YOUR CLIENTS REGARDING POLICIES AND COVERAGES ARE MADE BY YOU IN YOUR CAPACITY AS A LICENSED INSURANCE PROFESSIONAL. WE WILL NOT HAVE ANY LIABILITY WITH RESPECT TO SUCH DECISIONS OR RECOMMENDATIONS.
(10.5) THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN SECTION 11 BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS AND THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
11. LIMITATIONS OF LIABILITY AND INDEMNIFICATION
(11.1) Exclusion of Certain Damages. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL ANY OF THE 1FORT ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, YOUR CONTENT, ANY AI-GENERATED OUTPUT, OR THE USE, DELIVERY, OR PERFORMANCE OF THE SERVICES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER DAMAGES OR LOSSES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE 1FORT ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
(11.2) Liability Cap. TO THE EXTENT NOT PROHIBITED BY LAW, THE 1FORT ENTITIES' TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL PROGRAM FEES AND SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO 1FORT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 11 LIMITS YOUR PAYMENT AND INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS.
(11.3) Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify, and hold the 1Fort Entities, the 1Fort Pay provider, Stripe and the Bank (each as defined in Section 6.26), and their respective banking and financing partners, and each of their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties"), harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) incurred by the Indemnified Parties arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) Your Content; (e) your funding or remittance instructions or your failure to remit premium under Section 6.10; (f) any claim by any of Your Clients or any other third party arising out of or relating to any AI-Generated Output or other output of the Services that you used, adopted, transmitted, or presented, or your failure to review, verify, or correct any such output as required by Sections 8.6 and 10.2; or (g) your negligence or willful misconduct. If you are obligated to indemnify any Indemnified Party hereunder, then you agree that 1Fort (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether to settle, and if so, on what terms, and you agree to fully cooperate in the defense or settlement of such claim.
12. DATA SECURITY AND CONFIDENTIALITY
(12.1) Data Security. With respect to any confidential information (including any Personal Information) of 1Fort, you, and Your Clients, each party will implement and maintain commercially reasonable technical, physical, and administrative security measures designed to protect the confidentiality, integrity, and availability of such information in accordance with any applicable privacy and data security laws. Such safeguards shall include: (a) security policies and procedures, including incident response procedures to address the response to security events; (b) access controls, including password change controls, to ensure access to information resources is granted on a need-to-know and least-privilege basis to prevent unauthorized access or disclosure of information; (c) device and software management controls to guard against viruses and other malicious or unauthorized software; (d) industry-standard encryption safeguards as appropriate and where required by law; (e) logging procedures to proactively record user and system activity for routine review; and (f) facility access and protection controls to limit physical access to information resources and guard against environmental hazards (e.g., water or fire damage). The parties shall regularly review their respective security procedures and technology and update them as they deem reasonably necessary to remain consistent with industry standards. Each party will notify the other party without undue delay, and in any event within seventy-two (72) hours, of any determination of a security incident impacting the other party's confidential information in the possession, custody, or control of the notifying party.
(12.2) Confidentiality. "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. 1Fort's Confidential Information includes the Services, all related documentation, and all technical information, database structure, and pricing. Your Confidential Information includes Your Content and information regarding Your Clients. Confidential Information does not include information that (a) is or becomes generally known to the public without breach of these Terms, (b) was known to the Receiving Party without obligation of confidentiality before disclosure, (c) is received from a third party without breach of any obligation, or (d) was independently developed by the Receiving Party without use of the Confidential Information. The Receiving Party will use at least reasonable care to protect the Disclosing Party's Confidential Information, will not use or disclose it for any purpose outside the scope of these Terms, and will limit access to those of its employees, contractors, agents, and service providers who need it and who are bound by confidentiality obligations no less protective than these. The Receiving Party may disclose Confidential Information if required by law, provided that, to the extent legally permitted, it gives the Disclosing Party prior notice and reasonable cooperation (at the Disclosing Party's cost) to contest the disclosure. This Section does not limit the licenses granted in Section 5 or 1Fort's use of anonymized or aggregated data.
13. DISPUTE RESOLUTION
(13.1) Negotiation. The parties shall attempt in good faith to resolve any dispute or controversy arising out of or relating to these Terms or the Services (a "Dispute") promptly by negotiation between executives who have authority to settle the controversy. Either party may give the other party written notice of any Dispute not resolved in the normal course of business. Within thirty (30) days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and the response shall include (i) a statement of each party's position and a summary of arguments supporting that position, and (ii) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within forty (40) days after delivery of the disputing party's notice, the executives of both parties shall meet at a mutually acceptable time and place (or by video conference) to attempt to resolve the Dispute. All reasonable requests for information made by one party to the other will be honored. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.
(13.2) Arbitration. If the parties are unable to resolve any Dispute as contemplated above within ninety (90) days of the disputing party's notice, such Dispute will be submitted to mandatory and binding arbitration at the election of either party. Any arbitration will be conducted before a single arbitrator in New York, New York. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court of competent jurisdiction. Each party knowingly and voluntarily waives its right to resolve Disputes through court proceedings or litigation, except as provided in Section 13.4 and Section 15. Each party represents to the other that this waiver is made knowingly and voluntarily and is a material part of these Terms. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE OTHER, AND ALL DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS.
(13.3) Attorneys' Fees. In any action, lawsuit, or arbitration commenced to enforce a party's rights pursuant to these Terms, the prevailing party shall be entitled to collect, in addition to damages or other remedies awarded, its reasonable and documented attorneys' fees incurred in the course of such action, lawsuit, or arbitration.
(13.4) Equitable Relief; Collection. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief, and 1Fort may bring an action to collect amounts owed to it, in any court of competent jurisdiction as described in Section 15.8, without first following the procedures in Sections 13.1 and 13.2.
14. TERM AND TERMINATION
(14.1) Term. These Terms are effective when you first access or use the Services (the "Effective Date") and continue for an initial term of one (1) year (together with all renewal terms, the "Term"). These Terms will automatically renew for additional one-year terms unless either party provides written notice of non-renewal no less than ninety (90) days prior to the end of the then-current term. Either party may terminate these Terms for any reason or no reason by providing ninety (90) days' written notice to the other party.
(14.2) Termination for Cause. Notwithstanding the foregoing, these Terms will terminate automatically, without notice, if: (a) you file for liquidation or reorganization or are adjudicated bankrupt; (b) you cease to hold valid licenses required to engage in the business of insurance; (c) you commit fraud in the procurement of any insured's coverage or any other criminal act in relation to your use of the Services; or (d) you fail to maintain the E&O insurance required by Section 8.2. In addition, 1Fort may terminate these Terms upon sixty (60) days' written notice if you fail to pay any amount owed to 1Fort that is not subject to a good-faith dispute under Section 6.16, or breach any other material obligation under these Terms, and fail to cure such failure within sixty (60) days following receipt of such notice; provided that no cure period applies, and 1Fort may terminate immediately upon written notice, for (i) any repeated or intentional violation of Section 6.2, or (ii) any breach of Section 4.2 or Section 12.
(14.3) Suspension. Notwithstanding anything to the contrary in these Terms, and in addition to its termination rights, 1Fort may temporarily suspend or disable your Account and/or your and Your Clients' access to all or any portion of the Services, with or without notice, if: (a) 1Fort reasonably determines that (i) there is a threat or attack on the Services; (ii) your use of the Services, or the use by any Authorized User or any of Your Clients, disrupts or poses a security risk to the Services or to any other customer, vendor, or provider of 1Fort or any other third party; (iii) you, any Authorized User, or any of Your Clients are using the Services for fraudulent or illegal activities; (iv) subject to applicable law, you have ceased to conduct your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (v) 1Fort's provision of the Services to you is prohibited by applicable law or regulation; or (vi) 1Fort reasonably suspects a breach of these Terms or otherwise reasonably determines that suspension is necessary to protect the Services, other customers, or any third party, or to comply with law; (b) any vendor or provider of 1Fort (including the 1Fort Pay provider or any provider of artificial-intelligence functionality) suspends or terminates 1Fort's access to or use of any third-party product or service required to enable your access to or use of the Services or the affected portion thereof; or (c) you fail to pay any Program Fees, payment transaction fees, Subscription Fees, or other amounts owed under these Terms that are not the subject of a good-faith dispute under Section 6.16, and such failure continues for more than thirty (30) days after the applicable due date (each suspension described in subclause (a), (b), or (c), a "Service Suspension"). 1Fort will use commercially reasonable efforts to (x) provide notice of any Service Suspension and updates regarding resumption of access, (y) limit the Service Suspension to the affected portion of the Services and the period reasonably necessary to address the underlying issue, and (z) resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured or resolved. To the maximum extent permitted by applicable law, 1Fort will have no liability for any damage, liability, or loss (including any loss of data or profits) or any other consequence that you or Your Clients may incur as a result of a Service Suspension. If 1Fort deletes your Account for breach of these Terms, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, 1Fort may, but is not obligated to, delete any of Your Content, and 1Fort shall not be responsible for the failure to delete or the deletion of Your Content; provided that, upon your written request made within thirty (30) days after termination, 1Fort will make a commercially reasonable export of Your Content then in its possession available to you, subject to your payment of all amounts owed. Nothing in this Section 14.3 limits 1Fort's retention obligations under Section 7.3 with respect to records described therein.
(14.4) Effect of Termination; Survival. Upon termination or expiration of these Terms, all licenses granted to you under Section 4.1 terminate and you will cease all use of the Services. Termination of these Terms will not alter, in any way, the continued application of these Terms to placements and insurance policies effective prior to the date of termination, or to your obligations expressly stated to survive termination, and all fees and other amounts accrued prior to termination (including any Recovered Program Fee with respect to placements bound prior to termination, and any Financing Fees, offsets, Charge-Off recoveries, and other amounts under the Premium Financing Provisions with respect to PFAs accepted prior to termination) remain due and payable. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect, including Sections 5, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.20, 6.22, 6.23, 6.24, 6.25, 6.26, 6.28, 6.29, 6.31, 6.33, 7.2, 7.3, 8.3, 8.6, 10, 11, 12, 13, 14.4, and 15. Termination will not limit any of 1Fort's other rights or remedies at law or in equity.
(14.5) Disabling Access on Expiration; Renewal. Your access to the Services (or to certain features) may be automatically disabled upon expiration or termination of the applicable Order Form term. Renewal of any Order Form may be conditioned on your agreement to the then-current version of these Terms and any applicable Addenda.
15. GENERAL PROVISIONS
(15.1) SMS Messaging and Phone Calls. Certain portions of the Services may allow us to contact you via telephone or text messages. You agree that 1Fort may contact you via telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your use of the Services, including for marketing purposes. Message and data rates may apply, and message frequency may vary. You may opt out of receiving text messages from us at any time, either by texting the word "STOP" to 646-389-0780 using the mobile device that is receiving the messages, or by contacting hello@1fort.com. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.
(15.2) Updating These Terms. We may modify these Terms from time to time, in which case we will update the "Last Revised" date at the top of these Terms. If we make changes that are material, we will provide notice by e-mail to the address associated with your Account and/or by placing a prominent notice within the Platform or on the first page of the Website at least thirty (30) days before the changes take effect. The updated Terms will be effective as of the date stated in the notice or, if none, thirty (30) days after posting. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms; if you do not agree to the modified Terms, you must stop using the Services and may terminate these Terms by written notice before the effective date of the changes. No amendment shall apply to a Dispute for which a claim has been initiated prior to the change in these Terms.
(15.3) Injunctive Relief. You agree that a breach of Sections 4.2, 5, or 12 of these Terms would cause irreparable injury to 1Fort for which monetary damages would not be an adequate remedy, and 1Fort shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law, without a bond, other security, or proof of damages.
(15.4) No Agency; You Retain the Policyholder Relationship; 1Fort Is Not a Broker. These Terms do not constitute a contract of employment, and nothing contained herein shall be construed to create a joint venture, partnership, agency, or employer/employee relationship between 1Fort and you. 1Fort acts solely as an independent software and technology provider and is not your agent, broker, producer, or representative, and you are not 1Fort's agent, affiliate, or representative. As between you and 1Fort, you exclusively own and control the relationship with each of Your Clients, including each policyholder, and you are solely responsible for soliciting, negotiating, selling, and servicing insurance for Your Clients, including all advice, recommendations, and materials (whether or not generated with the assistance of the Services) that you provide to Your Clients. 1Fort does not and will not (i) act as an insurance broker, agent, or producer; (ii) become, or seek to become, the broker of record, agent, or producer on any insurance policy of Your Clients; or (iii) solicit, negotiate, sell, or service insurance for Your Clients, except that 1Fort or the 1Fort Pay provider may be listed on a premium financing agreement solely as permitted under Section 6.4. 1Fort is not bound by, and you will not represent that 1Fort is bound by, any representation, warranty, or assurance you make to any of Your Clients or any third party unless 1Fort confirms it in writing. Neither party, nor its respective employees and representatives, shall represent that they are employees or agents of the other party. Each party shall be free, subject to the provisions of these Terms, to exercise independent judgment and discretion as to the time, place, and manner of its performance under these Terms.
(15.5) No License to Marks. Except as expressly set forth in Section 15.15, neither party is granted any right to use the trademarks, service marks, or logos of the other party (or of any insurance company) in any marketing material or other communication without the prior express written consent of the other party (or insurer, as applicable).
(15.6) California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
(15.7) Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by 1Fort hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a "terrorist supporting" country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for, and hereby agree to comply at your sole expense with, all applicable United States export laws and regulations.
(15.8) Governing Law and Jurisdiction. These Terms will be construed in accordance with, and your access to the Services will be governed by, the laws of the State of New York, without regard to any conflicts-of-law principles or provisions that would require the laws of some other jurisdiction to govern. Subject to the dispute-resolution provisions of Section 13, the parties will resolve any claim, cause of action, or dispute relating to the Services or these Terms that may be brought in court solely in the state and federal courts having jurisdiction over disputes arising in New York County, New York, and each party agrees to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims.
(15.9) Force Majeure. No party shall incur any liability to another party on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms (other than payment obligations) if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the reasonable control and without the negligence of that party, including, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, power failures, internet or telecommunications failures, failures of third-party providers, earthquakes, fire, and explosions.
(15.10) No Third-Party Beneficiaries. These Terms are not made for the benefit of any third party, except that (a) the Indemnified Parties are intended third-party beneficiaries of Sections 10 and 11, and (b) Stripe and the Bank (each as defined in Section 6.26) are intended third-party beneficiaries of the Financial Account Provisions (Sections 6.26 through 6.33) and of Sections 10 and 11 as they apply to the Money Management Services. Nothing else in these Terms, whether express or implied, is intended to confer upon any person other than the parties and their respective heirs, representatives, successors, and permitted assigns any rights or remedies under or by reason of these Terms, nor is anything in these Terms intended to relieve or discharge the liability of either party, nor shall any provision give any entity any right of subrogation against or action over or against either party.
(15.11) Communications. You consent to receive all communications, including notices, agreements, disclosures, or other information from 1Fort, electronically, including by email. All notices to 1Fort shall be sent to hello@1fort.com or to the address set forth below, and all notices to you may be sent to the email or physical address associated with your Account. Notices are deemed given when sent by email (absent a bounce-back or delivery failure) or, if sent by physical mail, three (3) business days after deposit with a nationally recognized carrier. Either party may change its notice address by notice given in accordance with this Section.
(15.12) Miscellaneous. The Agreement (as defined in Section 15.13) constitutes the entire agreement between the parties with respect to the subject matter hereof and your use of the Services, and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, including any prior producer agreement, broker agreement, sub-producer agreement, or similar agreement between you and 1Fort; provided that the Order Form(s) and Addenda incorporated under Section 15.13 are part of, and not superseded by, the Agreement. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions, and the parties will replace the severed provision with a valid provision that most closely reflects the parties' original intent. If any material limitation on or restriction of the use of the Services, or any provision allocating risk or liability between the parties, is held to be unlawful, void, or unenforceable, your right to access and use the Services will immediately terminate. These Terms and the licenses granted hereunder may be assigned by 1Fort but may not be assigned by you without the prior express written consent of 1Fort; any purported assignment in violation of this Section is void. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default, and no waiver is effective unless in writing. Each party shall execute and deliver all further instruments and documents, and perform any acts, reasonably necessary to give full force and effect to these Terms. The section headings used herein are for reference only and shall not be read to have any legal effect. These Terms may be executed or accepted in counterparts, which together shall constitute one agreement. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.
(15.13) Order Forms; Addenda; Incorporated Policies; Order of Precedence. All Services will be provided pursuant to a signed order form that references these Terms (each, an "Order Form"). An Order Form may reference one or more additional documents that contain terms relevant to a particular Service (each, an "Addendum"). All Order Forms and Addenda are deemed incorporated into and form a part of these Terms. As used in these Terms, the "Agreement" means these Terms together with all Order Forms, Addenda, and the policies incorporated by reference under this Section. Additionally, 1Fort's Privacy Policy, available at https://www.1fort.com/privacy, and 1Fort's Terms of Use, available at https://www.1fort.com/terms-conditions, are hereby incorporated by reference into this Agreement. In the event of any conflict among the components of the Agreement, the following order of precedence will govern solely as to the conflicting terms: (i) the applicable Addendum; (ii) the applicable Order Form; and (iii) these Terms; provided, however, that these Terms will control over any Order Form or Addendum unless the Order Form or Addendum expressly identifies, by section, the provision of these Terms being modified and states the parties' intent to supersede it; and provided further that these Terms will control over the Privacy Policy and the Terms of Use with respect to your access to and use of the Services in the event of any conflict.
(15.14) Subcontractors. 1Fort may use subcontractors, service providers, and other third parties (including the 1Fort Pay provider and providers of artificial-intelligence functionality) to perform its obligations and provide the Services, provided that 1Fort remains responsible for the performance of its obligations under these Terms.
(15.15) Publicity; Marketing. Notwithstanding Section 15.5:
(a) Identification; Logo License. You grant 1Fort a non-exclusive, royalty-free, worldwide license to use your name, logo, and trademarks (your "Marks") to identify you as a customer of the Services on 1Fort's website, in its sales and marketing materials, and in oral and written communications (including email, social-media channels, and presentations) to prospective and actual customers, analysts, and investors. 1Fort will follow any written brand-usage guidelines you provide and will not represent that you endorse any product or service in a manner you have not approved.
(b) Quote. Upon 1Fort's request, you will, within fifteen (15) days, provide a quote from one of your executives regarding your decision to use the Services, which 1Fort may use in the materials described in this Section and in any Press Release.
(c) Press Release. 1Fort may issue a press release identifying you as a customer of the Services (a "Press Release"). 1Fort will provide a draft to you for approval, which you will not unreasonably withhold or delay and will provide no later than five (5) business days after receiving the draft.
(d) Reference Activity; Marketing Materials. Upon 1Fort's request, you will participate in a reasonable number of reference calls with 1Fort's prospective customers, analysts, and investors, and in at least one (1) written or video case study or other mutually agreed co-marketing activity ("Marketing Materials"). 1Fort will provide a draft of any Marketing Materials to you for approval, which you will not unreasonably withhold or delay and will provide no later than five (5) business days after receiving the draft. 1Fort may use and distribute the Marketing Materials on its website and social-media channels and in sales presentations and written communications (e.g., email) to prospective and actual customers.
HOW TO CONTACT US
You may contact us regarding the Services or these Terms at: 32 Mercer St, Floor 3, New York, NY 10013 — by phone at 646-389-0780, or by e-mail at hello@1fort.com.
