End-User License Agreement

Curve
End-User License Agreement
Effective January 1, 2021

This is an Agreement between You and/or Your Company (“You, Your”) and Knight Transportation Insurance Services, LLC and Avalon Risk Management Insurance Agency LLC and their respective subsidiaries and affiliates (hereafter collectively referred to as “ARM”). This Agreement applies to - Merlin, DOT Merlin, Importer Vetting, or other Avalon software or services that display or link to this Agreement and that You use while this Agreement is in force. All of the software or services are referred to in this Agreement as the “Service”. The Service is owned by ARM and is protected by copyright law.

PLEASE READ THIS AGREEMENT AND THE TERMS OF USE THEREIN CAREFULLY BEFORE USING THIS SERVICE. THESE TERMS OF USE ("TERMS OF USE") GOVERN YOUR ACCESS TO AND USE OF THE SERVICE. THE SERVICE IS AVAILABLE FOR YOUR USE ONLY ON THE CONDITION THAT YOU AGREE TO THE TERMS OF USE SET FORTH BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, DO NOT ACCESS, OR USE THE SERVICE. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND FURTHER WARRANT THAT YOU ARE AUTHORIZED TO BIND YOUR COMPANY TO THESE TERMS OF USE.

  1. User Eligibility

The Service is provided by ARM and available only to entities and persons over the age of legal majority who can form legally binding agreement(s) under applicable law. If You do not qualify, You are not permitted to use the Service.

2. Scope of Terms of Use Under This Agreement

A. This Service may only be used by ARM's customers (including their respective authorized employees) and is only permitted inside the scope of any and all existing underwriting requirements and contractual obligations, as designated apart from this license;

which include, but are not limited to:

  1. underwriting authority and overall adherence to the surety or insurance company's and ARM’s terms and conditions and any policy or surety bond terms and conditions;
  2. the surety’s or insurance company's policy regarding the use and issuance of surety bonds and/or insurance certificates;
  3. terms and conditions for payment of premiums, fees, and other charges
  4. reporting and accounting of all transactions; and,
  5. any other requirements as may be communicated to You from time to time.

B. While this Service may be used for generation of surety bonds, cargo insurance certificates, and/or transmission and maintenance of special quote information, this Agreement is no way intended to amend, modify, or revoke any obligations between You, ARM or the surety or insurance company as respects Your duties and obligations under surety bonds, open cargo and/or other policy. Any and all such obligations exist independently and survive termination of the customer client relationship.


C. You acknowledge that the information displayed within Merlin may be formatted to conform to the request of the policy holder and shall not be construed as legal representations of actual insurance premiums to be charged pursuant to policy terms and conditions.

D. The Importer Vetting Service is a collection and storage service for the information collected from or about Your importer or non-resident importer client and may be used to help You verify said client’s existence and identity to assist You in complying with the relevant U.S. Customs and Border Protection (CBP) rules and regulations.

E. Any and all rights to use this Service expire upon either the termination of the customer/client relationship or upon notice and such termination may occur for any or no reason at all.

3. Modifications

ARM may revise and update these Terms of Use under this Agreement at any time. Your continued usage of the Service after any changes to these Terms of Use will mean You accept those changes. Any aspect of the Service may be changed, supplemented, deleted, or updated without notice at the sole discretion of ARM. ARM may also change or impose fees for products and services provided through the Service at any time in its sole discretion. ARM may establish or change, at any time, general practices and limits concerning other ARM products and services in its sole discretion.

  1. Information Submitted and Received Through the Service

Your submission of information through the Service is governed by these Terms of Use. You represent and warrant that any information You provide through the Service is and will remain accurate and complete, and that You will maintain and update such information as needed.

With respect to any individual whose personal information is provided by You to ARM through the Service. You represent and warrant to ARM that You have the authority to provide such information and that You have provided all necessary notice and obtained all necessary consents for the processing of such information contemplated by the Services You are using.

With respect to any individual whose personal information is provided to You by ARM through the Service, You represent and warrant to ARM that You the authority to receive such information, that You have provided all necessary notice and obtained all necessary consents for receiving such information from the Services You are using, and that You will keep such information confidential in accordance with all relevant privacy laws and regulations.

  1. License and Ownership

Any and all intellectual property rights ("Intellectual Property") associated with the Service and its contents (the "Content") are the sole property of ARM, its affiliates or third parties. The Content is protected by copyright and other laws in both the United States and other countries. Elements of the Service are also protected by trade dress, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part. All custom graphics, icons, and other items that appear on the Service are trademarks, service marks or trade dress ("Marks") of ARM, its affiliates or other entities that have granted ARM the right and license to use such Marks and may not be used or interfered with in any manner without the express written consent of ARM. Except as otherwise expressly authorized by these Terms of Use, You may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property of the Service in any way without ARM's or the appropriate third party's prior written permission. Except as expressly provided herein, ARM does not grant to You any express or implied rights to ARM's or any third party's Intellectual Property.

ARM grants You a limited, personal, nontransferable, no sublicensable, revocable license to access and use only the Service only in the manner expressly permitted by ARM. Except for this limited license, ARM does not convey any interest in or to the Service or any other ARM property by permitting You to access the Service. Except as expressly provided herein, none of the Content and/or Information may be reverse engineered, modified, reproduced, republished, translated into any language or computer language, re-transmitted in any form or by any means, resold or redistributed without the prior written consent of ARM. You may not make, sell, offer for sale, modify, reproduce, display, publicly perform, import, distribute, re-transmit, or otherwise use the Content in any way, unless expressly permitted to do so by ARM.

  1. Restrictions on Use of the Service

In addition to other restrictions set forth in these Terms of Use, You agree that:

(a) You will not disguise the origin of information transmitted through the Service.

(b) You will not place false or misleading information on the Service.

(c) You will not use or access any other services, information, application, or software available via the Service in a manner not expressly permitted by ARM.

(d) You will not input or upload to the Service any information which contains viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, interfere with, intercept, or expropriate any system, the Service or Information or that infringes the Intellectual Property (defined below) rights of another.

(e) The Service is restricted to customers of ARM (See, Par. 2 “Scope of Terms Use” above.)

(f) You may not use or access the Service in any way that, in ARM's judgment, adversely affects the performance or function of the Service, or interferes with the ability of authorized parties to access the Service.

(g) You may not frame or utilize framing technology to enclose any portion or aspect of the Content or the Information.

(h) You will not use or access the Service in any manner that breaches the Privacy Notice or improperly discloses Personal Identifying Information,

(i) You will not use or access the Service in any manner that violates any and all applicable laws, rulings and regulations and shall take no actions which would cause ARM to be in violation of any laws, rulings or regulations applicable to ARM.

 

  1. Responsibilities for Use of the Service

In addition to other responsibilities set forth in these Terms of Use, You agree that:

  1. You will notify us immediately when a Service user ceases to be an employee or representative of Your company.
  2. You will ensure that anyone who ceases to be an employee or representative of Your company does not use or otherwise access the Service,
  3. You will take all the necessary legal steps including but not limited to securing access to the Service and notifying ARM immediately in the event of a breach of Your computer system.
  4. You will prevent any unauthorized use of the Service and the dissemination of data and information derived therein. (See, 5 “License and Ownership” above.)

 

 

 

 

  1. Links

The Service may contain links to third-party Services and resources (collectively, "Linked Sites"). These Linked Sites are provided solely as a convenience to You and not as an endorsement by ARM of the content on such Linked Sites. ARM makes no representations or warranties regarding the correctness, accuracy, performance or quality of any content, software, service or application found at any Linked Site. ARM is not responsible for the availability of the Linked Sites or the content or activities of such sites. If You decide to access Linked Sites, You do so at Your own risk. In addition, Your use of Linked Sites is subject to any applicable policies and terms and conditions of use, including but not limited to, the Linked Site's privacy policy.

  1. Other Software

ARM has contracted with other software providers. ARM and such other software providers hereby disclaim, any and all liability for any loss or damage caused by errors, errors of omission, and make no express or implied warranties (including, without limitation, any warranty of merchantability or fitness for a particular purpose or use), whether such errors resulted from accident, negligence, or other causes. Neither ARM and such other software providers nor any of their data or content providers shall be liable for any errors or delays in the content, interpretation, or for any actions taken in reliance thereon.

  1. Submissions

ARM does not accept ideas, concepts, or techniques for new services or products through the Service ("Comments"). If such Comments are received, You acknowledge that (a) they will not be considered confidential or proprietary, (b) ARM and its affiliates are under no obligation to keep such information confidential, and (c) ARM will have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute, and exploit such Comments in any manner it chooses.

  1. Termination

You agree that ARM, in its sole discretion, may terminate or suspend Your use of the Service at any time and for any or no reason in its sole discretion, even if access and use continue to be allowed to others. Upon such suspension or termination, You must immediately discontinue use of the Service. Accessing the Service after such termination, suspension or discontinuation shall constitute an act of trespass. Further, You agree that ARM shall not be liable to You or any third party for any termination or suspension of Your access to the Service. ARM in its sole discretion and upon Your request may grant You Read-Only Access to the Service or a specific part of the Service for a two (2) year period on the terms to be agreed upon. Your continued Read-Only Access after the two (2) year period will at ARM’s sole discretion and subject to a per-file fee basis on terms and conditions set by ARM.

  1. Disclaimer of Warranties

ARM MAKES NO REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM USING THE SERVICE. THE USE OF SAME IS AT YOUR OWN RISK.

THE SERVICE IS PROVIDED ON AN "AS IS" BASIS. ARM, ITS LICENSORS, AND ITS SUPPLIERS, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. ARM AND ITS AFFILIATES, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, SECURITY OR TIMELINESS OF THE CONTENT, INFORMATION OR SERVICES PROVIDED ON OR THROUGH THE USE OF THE SERVICE. NO INFORMATION OBTAINED BY YOU FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED BY ARM IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF YOU ARE DEALING AS A CONSUMER, YOUR STATUTORY RIGHTS THAT CANNOT BE WAIVED, IF ANY, ARE NOT AFFECTED BY THESE PROVISIONS. YOU AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THESE TERMS OF USE ARE FAIR AND REASONABLE.

  1. Limitation of Liability

TO THE EXTENT THAT ARM IS OTHERWISE FOUND RESPONSIBLE FOR ANY DAMAGES, ARM IS RESPONSIBLE FOR DAMAGES EQUAL TO THE LESSER OF THE ACTUAL DAMAGES OR THE FEE PAID FOR THE USE OF THE SERVICE DURING THE PAST TWELVE (12) CONSECUTIVE MONTHS. IN NO EVENT SHALL ARM, ITS LICENSORS, ITS SUPPLIERS OR ANY THIRD PARTIES MENTIONED IN THE SERVICE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE, THE ARM SYSTEMS, INFORMATION, SERVICES OR THE CONTENT WHETHER BASED ON WARRANTY, CONTRACT, TORT, DELICT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ARM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE REMEDIES STATED FOR YOU IN THESE TERMS OF USE ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

  1. Indemnification

YOU AND/OR YOUR COMPANY SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS ARM AND EACH OF THEIR EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, SUPPLIERS OR ANY THIRD PARTIES MENTIONED IN THE SERVICE. FROM ALL LIABILITIES, CLAIMS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT ARISE FROM OR RELATE TO YOUR i) USE OR MISUSE OF, OR ACCESS TO THE SERVICES, ii) VIOLATION OF THIS AGREEMENT, OR iii) INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY OR iv) BREACH OF THE PROVISIONS OF THE PRIVACY NOTICE. ARM RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND/OR YOUR COMPANY, IN WHICH EVENT YOU AND/OR YOUR COMPANY WILL ASSIST AND COOPERATE WITH ARM IN ASSERTING ANY AVAILABLE DEFENSES.

  1. Cybersecurity

ARM maintains administrative, technical, and physical safeguards designed to protect the personal information You provide against accidental, unlawful, or unauthorized destruction, loss, alteration, access, disclosure or use. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure. While ARM strives to use commercially acceptable means to protect personal information, we cannot guarantee its absolute security.

Privacy Notice

 

 

 

  1. Force Majeure

ARM shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

  1. Governing Law & Jurisdiction

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH ILLINOS LAW WITHOUT REGARD TO ITS CONFLICT OF LAWS.

YOU HEREBY EXPRESSLY AGREE THAT ANY PROCEEDING ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE SHALL BE INSTITUTED IN A STATE OR FEDERAL COURT SITTING IN THE COUNTY OF COOK, STATE OF ILLINOIS, UNITED STATES OF AMERICA AND YOU EXPRESSLY WAIVE ANY OBJECTION THAT YOU MAY HAVE NOW OR HEREAFTER TO THE LAYING OF THE VENUE OR TO THE JURISDICTION OF ANY SUCH PROCEEDING. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE.

 

  1. Assignment and Severability

You may not assign this Agreement or any of Your interests, rights, or obligations therein. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions shall remain in full force and effect. No waiver of any term or condition in this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

 

  1. Written Document

You may preserve this Agreement in written form by printing them for Your records, and You waive any other requirement that this Agreement be evidenced by a written document.

  1. Survival After Termination

Paragraphs 12 (“Limitation of Liability”), 13 (“Indemnification”), and 16 (“Governing Law & Jurisdiction”) shall survive the termination of this Agreement.

  1. Complete Agreement

EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE LICENSE, SERVICE OR OTHER WRITTEN AGREEMENT BETWEEN YOU AND ARM. THIS AGREEMENT SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND ARM WITH RESPECT TO THE USE OF THE SERVICE AND THE CONTENTS CONTAINED THEREIN, AND SUPERSEDE ALL DISCUSSIONS, COMMUNICATIONS AND CONVERSATIONS CONCERNING THE SUBJECT MATTER HEREOF. IN THE EVENT OF A CONFLICT BETWEEN ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND ARM AND THIS AGREEMENT, THE PROVISIONS OF THIS AGREEMENT SHALL PREVAIL.

 

 

 

  1. Customer Service

Questions or comments regarding the Service may be submitted to: letsconnect@avalonrisk.com.