arqu Platform Terms

Please read these arqu Platform Terms (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of our digital risk placement platform for insurance services accessible via our website arqu.com (the website, the “Site” and the platform, the “Platform”) offered by arqu, Inc., a Delaware corporation (“arqu”).

1. Agreement to Terms. By using our Platform, you agree to be bound by these Terms, either as (i) an individual customer, (ii) an authorized user identified by an arqu customer, whether a retail broker or underwriter, or other legal entity, which has entered into a commercial agreement with arqu (“Base Agreement”), or (iii) the entity which has entered into the Base Agreement with arqu such that these Terms govern terms and conditions on accordance with which you may access and use the Platform, if such access and use is not addressed in the Base Agreement. You represent and warrant that you have the authority enter into and be bound by these Terms. If you do not agree to be bound by these Terms, do not use the Platform.
2. General. These Terms govern the terms under which you may transmit data, content and information (collectively, the “Information”) and access and use the Platform. Notwithstanding anything to the contrary in these Terms, if there is any conflict between these Terms and the applicable Base Agreement with respect to the Platform, these Terms will control and govern.
3. Privacy Policy. Please review our Privacy Policy, which also governs your use of the Platform, for information on how we collect, use and share your information.
4. Changes to these Terms or the Platform. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Platform. If you continue to use the Platform after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Platform anymore. Because our Platform are evolving over time we may change or discontinue all or any part of the Platform, at any time and without notice, at our sole discretion.
5. Platform. Subject to the terms and conditions of the Terms and the Base Agreement if applicable, arqu grants to you a limited, non-exclusive, non-transferable right to use and access the Platform, solely for your internal business purposes.
6. Information. You grant to arqu a worldwide, sublicensable, royalty-free, non-exclusive, perpetual and irrevocable right and license to use, host, store, modify, communicate and publish Information solely for the purpose of hosting, operating, improving and providing the Platform and arqu’s other related products, services and technologies to you, and in accordance with the Privacy Policy, if applicable. You agree that arqu is permitted to and may create aggregate data as a result of exercising its license rights to your Information and arqu owns such aggregate data which it may use in any manner in which it sees fit.
7. Confidential Matters. Your credentials (such as passwords and client IDs) are intended to be used by you and identify your services. You will keep your credentials confidential and make all reasonable efforts to prevent and discourage other persons or entities from using your credentials. In addition, you understand that information or materials of a confidential or proprietary nature about the Platform may be disclosed to you by us and other entities in connection with your use of and access to the Platform and transmission of Information (“Confidential Information”). Confidential Information will not include information which: (i) is now, or hereafter becomes, through no act or failure to act on your part, generally known or available to the public; (ii) was acquired by you before receiving such information from arqu or in connection with the Platform and without restriction as to use or disclosure; (iii) is rightfully furnished to you by a third party without restriction as to use or disclosure; or (iv) is independently developed by you without use or access to the Confidential Information. In addition to, and without limiting, any indemnity obligations under the Base Agreement, you agree both during and after your use and access of the Platform to keep and hold all such Confidential Information in strict confidence and trust, and you will not disclose it to any third party without arqu’s prior written consent. You may disclose Confidential Information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.
8. Security. You agree to implement and maintain appropriate technical and organizational security measures designed to protect and to preserve the security, integrity and confidentiality of the Information. You must promptly report any security deficiencies or security incidents that may impact or compromise arqu, the Platform or Information in writing to infosec@arqu.com. In the event of any security incident, you will work with arqu in good faith to immediately correct the incident or deficiency.
9. General Prohibitions and arqu’s Enforcement Rights. You agree not to do any of the following:
   1. Use, display, mirror or frame the Platform or any individual element within the Platform, arqu’s name, any arqu trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without arqu’s express written consent;
   2. Access, tamper with, or use non-public areas of the Platform, arqu’s computer systems, or the technical delivery systems of arqu’s providers;
   3. Attempt to probe, scan or test the vulnerability of any arqu system or network or breach any security or authentication measures;
   4. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by arqu or any of arqu’s providers or any other third party (including another user) to protect the Platform;
   5. Attempt to access or search the Platform or download content from the Platform using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by arqu or other generally available third-party web browsers;
   6. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
   7. Use any meta tags or other hidden text or metadata utilizing a arqu trademark, logo URL or product name without arqu’s express written consent;
   8. Use the Platform, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms or the Base Agreement;
   9. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform to send altered, deceptive or false source-identifying information;
   10. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;
   11. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform;
   12. Collect or store any personally identifiable information from the Platform from other users of the Platform without their express permission;
   13. Impersonate or misrepresent your affiliation with any person or entity;
   14. Post, upload, publish, submit or transmit any Information that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
   15. Violate any applicable law or regulation; or
   16. Encourage or enable any other individual to do any of the foregoing.

   arqu is not obligated to monitor access to or use of the Platform or to review or edit any content. However, we have the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including Information, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

10. Links to Third Party Websites or Resources. The Platform may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
11. Termination. We may suspend or terminate your access to and use of the Platform, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. Without limiting the foregoing, in the event that the Base Agreement expires or terminates, these Terms and your access to the Platform automatically terminate. Upon any termination, discontinuation or cancellation of the Platform or your account, the following Sections will survive: 2, 6, 7, 8, 9, and 11 through 16.
12. Additional Representations. In addition to, and without limiting, the representations in the Base Agreement, you represent, warrant and covenant that (i) you own all right, title and interest, or possesses sufficient license rights, to disclose, use, grants access to, and distribute the Information that you transmit via Platform in accordance with the Terms, and the use thereof by arqu or any other user of the Platform does not and will not infringe, misappropriate or violate any third party’s intellectual property rights, or rights of publicity, privacy or confidentiality; and (ii) you comply and will comply with all applicable rules, laws and regulations governing the transmission of Information via the Platform.
13. Additional Indemnity Obligations. In addition to, and without limiting, your indemnity obligations under the Base Agreement, you will indemnify and hold arqu and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Platform, (b) Information transmitted by or on behalf of you or (c) your violation of these Terms.
14. Warranty Disclaimers. YOU ACKNOWLEDGE THAT THE PLATFORM PROVIDES AN INTERMEDIARY FUNCTION THAT FACILITATES TRANSACTIONS BETWEEN RETAIL BROKERS AND UNDERWRITERS, BUT ARQU DOES NOT REPRESENT THE CUSTOMERS SEEKING TO PROCURE INSURANCE AND DOES NOT EVALUATE OR ANALYZE THE RISKS INVOLVED IN INSURING CERTAIN PEOPLE OR ASSETS. THE PLATFORM IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content that we provide or make available on the Platform. Any “indications” posted on the Platform by or on behalf of an underwriter are solely initial responses to a retail broker’s request, based on the information available at the time, and they are not intended, and should not be construed, to be legally binding. All information and content on the Platform is provided or made available by arqu is for informational purposes only. You acknowledge sole responsibility for, and assume all risk arising from, your use of such information and content.
15. Limitation of Liability.
    • TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ARQU NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ARQU OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
    • TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ARQU’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM EXCEED (I) THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO ARQU FOR USE OF THE PLATFORM IF THERE IS NO CORRESPONDING BASE AGREEMENT RELATING TO YOUR USE OF THE PLATFORM, (II) THE PAYMENTS MADE TO ARQU UNDER THE APPLICABLE BASE AGREEMENT; OR (III) ONE THOUSAND DOLLARS ($1000), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ARQU PURSUANT TO A BASE AGREEMENT OR OTHERWISE, AS APPLICABLE.
    • THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ARQU AND YOU.
16. General Terms.
    • Reservation of Rights. arqu and its licensors exclusively own all right, title and interest in and to the Platform, including all associated intellectual property rights. You acknowledge that the Platform are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform. No rights are granted to you hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
    • Entire Agreement. The Terms constitute the entire and exclusive understanding and agreement between arqu and you regarding the Platform, and these Terms supersede and replace all prior oral or written understandings or agreements between arqu and you regarding the Platform, including any conflicting or inconsistent terms in the Base Agreement regarding the Platform. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
    • Assignment. The assignment provision from the Base Agreement is incorporated herein mutatis mutandis. If a party assigns the Base Agreement in accordance with its terms and conditions therein, these Terms automatically are assigned to the applicable assignee.
    • Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The parties hereto expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Northern District of California and the Parties irrevocably consent to the personal jurisdiction and venue therein.
    • Notices. Any notices or other communications provided by arqu under these Terms will be given: (i) via email; or (ii) by posting to the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
    • Waiver of Rights. arqu’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of arqu. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
17. Contact Information. If you have any questions about these Terms or the Platform, please contact arqu at info@arqu.com.