Terms of Use
The Terms of Service (the “Terms”) govern your access to and use of our website(s) (“Websites”) and mobile applications (“Mobile Applications”) (referred to collectively hereinafter as the “Service,” or “Services”). For the avoidance of doubt, the term “Services” does not include any insurance policies or any wellness reward program (“Wellness Rewards”) purchased by you. All Zoomies insurance policies and the Wellness Rewards are governed by the separate terms and conditions for those policies and not are not subject to these Terms.
Please read the Terms carefully before you start to use our Services. By using our Services, you accept and agree to be bound and abide by these Terms (including any terms and conditions incorporated herein by reference). These Terms constitute a binding legal agreement between you, as a user of the Services, and Embrace Pet Insurance (“Embrace”, “we” or “us”). References to “you” or “your” throughout these Terms mean you as a visitor or browser of any Service, someone who has created a user account for a Service, or user of any of Embrace’s Services (whether a registered account holder or an unregistered user), as applicable.
THESE TERMS ARE IMPORTANT. THEY AFFECT YOUR RIGHTS. PLEASE READ THESE TERMS CAREFULLY AND MAKE SURE THAT YOU UNDERSTAND EACH PROVISION AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE SERVICES PROVIDED TO YOU. THESE TERMS PROHIBIT THE BRINGING OF OR PARTICIPATION IN CLASS ACTIONS AND WAIVE YOUR RIGHT TO JURY TRIALS. PLEASE CAREFULLY REVIEW THE SECTION TITLED “DISPUTE RESOLUTION AND GOVERNING LAW” FOR MORE INFORMATION. THESE TERMS LIMIT EMBRACE’S LIABILITY AND THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
IF YOU ARE NOT WILLING TO BE OR CANNOT BE BOUND BY THESE TERMS, THEN YOU MAY NOT ACCESS, BROWSE OR USE THE SERVICES. MOREOVER, WE DO NOT AND WILL NOT GRANT YOU ANY RIGHT OR LICENSE TO ACCESS, BROWSE OR USE THESE SERVICES WITHOUT YOUR WILLINGNESS AND ABILITY TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN.
Table of Contents for Terms of Service I. PRIVACY AND YOUR PERSONAL INFORMATION II. ACCOUNT III. FEES IV. LICENSE, USE, AND RESTRICTIONS V. REPORTING MISCONDUCT VI. INTERNATIONAL USE VII. SECURITY VIII. CHANGES TO SERVICES IX. HYPERLINKS X. INTELLECTUAL PROPERTY OWNERSHIP XI. MOBILE APPLICATION TERMS Xll. USER CONTRIBUTIONS Xlll. FEEDBACK XlV. TERM AND TERMINATION XV. INDEMNITY XVl. WARRANTY DISCLAIMER XVll. LIMITATION OF LIABILITY XVlll. NOTICE XIX. GENERAL LEGAL TERMS
I. Privacy and your Personal Information
You acknowledge that when you access, use, browse, view, download, or install the Services, as applicable, Embrace may use automatic means (including, for example, cookies and web beacons) to collect information about your Device (as defined herein) and about your use of the Services. You also may be required to provide certain information about yourself as a condition to accessing, using, browsing, viewing, downloading, or installing the Services or certain of its features or functionality and the Services may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with any of the Services is subject to Embrace’s privacy policy (“Privacy Policy”), as may be updated from time to time. By providing information to or through the Services, using any Service, or otherwise agreeing to these Terms, you consent to the collection, use, and disclosure of your personal information provided to Embrace. For inquiries in regard to the Privacy Policy or to report a privacy-related problem, please contact compliance@embracepetinsurance.com.
II. Account
A. Registration
In order to view, access, download, install, or use certain aspects of the Services, including, where available through the Services, viewing policy documents, tracking claims, submitting claims and managing your personal information, you may be required to register for and maintain an active personal account with Embrace (“Account”). You must be at least 18 years of age to obtain an Account or view, access, download, install, or use any Service. You can create an account at any time by visiting my.embracepetinsurance.com. Account registration requires you to submit to Embrace certain personal information, such as your name, address, mobile phone number, age, and at least one valid payment method supported by Embrace. By agreeing to the Terms you represent (i) that you are at least 18 years old and reside in a state, region, or country in which the Services may legally be provided, (ii) you are the person whose name and other information have been provided for the account that you have or are creating or otherwise in connection with your use of the Services, (iii) that you have not previously been suspended or removed from the Services, and (iv) that your registration and your use of the Services is in compliance with any and all applicable laws and regulations. You are responsible for maintaining the confidentiality of your Account and password. Embrace may reject any user name for any reason. Unless otherwise permitted by Embrace in writing, you may only possess one Account. You agree not to provide any other person or entity with any part of or all of your Account login information to our Services. You agree to notify us immediately of any unauthorized access to or use 3 #234232674_v9 of your username or account or any other breach of security. You cannot and will not hold Embrace liable for any loss or damage arising out of your failure to comply with these Terms.
B. Usage of Services Without Account
You may be permitted to view, access, download, install, or use certain aspects of the Services without creating an Account. You agree and acknowledge that the terms and conditions set forth in these Terms will still apply to your use of such Services even where you do not register an Account.
C. Accuracy of Information
All the information that you supply to Embrace in creating your Account or when otherwise using the Services must be accurate (including, but not limited to, any personal and payment information). If you have a registered Account, you agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to provide or maintain accurate, complete, and up-to-date information, including providing or having an invalid or expired payment method on file, may result in additional fees, including without limitation a reinstatement fee, and/or your inability to access or use the Services or your Account.
III. FEES
A. Insurance Policy Fees. All fees, payments, and amounts due to Embrace by you for your individual insurance policy will be paid in accordance with the terms of your individual insurance policy. As noted in Section XX(H), your individual insurance policy is governed by separate terms and conditions relating to such policy.
B. Wellness Rewards Fees. If you purchase Wellness Rewards through the Services, will pay those amounts agreed upon when purchasing Wellness Rewards. You agree to be billed monthly, on the first (1st) day of each month, for use of Wellness Rewards. You acknowledge and agree that your payment information may be processed by a third party processor on behalf of Embrace. While you may purchase Wellness Rewards through the Services, as noted in Section XX(H) the Wellness Rewards are governed by separate terms and conditions relating specifically to the Wellness Rewards.
IV. LICENSE, USE, AND RESTRICTIONS
A. License Grant. Subject to these Terms, Embrace grants you a limited, non-commercial, nonexclusive, non-sublicensable, non-transferable, non-assignable, revocable license to (i) access and use the Website(s) solely for your personal, non-commercial purposes in order to view and submit information relating to your pet insurance policies and Wellness Rewards; (ii) download, install and use a copy of the applicable Mobile Application on a Device and to run such copy of the Mobile Application solely for your own personal, non-commercial purposes to view and submit information relating to your pet insurance policies and Wellness Rewards; and (iii) access and view any content, information and related materials that may be made available through an applicable Service solely in connection with clause (i) and (ii). Any rights not expressly granted herein are reserved by Embrace. This license grant is not a sale of the Services or any copy thereof, and Embrace retains all right, title, and interest in the Services. Embrace and its licensors and service providers reserves and shall retain all rights not expressly granted herein in and to the Services. Embrace may terminate any license at any time for any reason or no reason. Please note that you are solely responsible for the functioning of your Device and Embrace has no liability for any inability to use any Service in consequence of any technical or other problems related to your Device, including any security breaches of the Device. The Services (including the Mobile Application) are intended for use by individuals 18 years of age or older.
B. Use Restrictions. You represent, warrant, and covenant to Embrace that you will not use any Service:
(i) To remove, obscure, or modify any copyright, trademark or other proprietary notices from any portion of any Service;
(ii) To reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, market, transfer, publicly display, publicly perform, transmit, or otherwise exploit any Service (or any part or component thereof);
(iii) To decompile, reverse engineer, or disassemble any Service or to link to, mirror or frame any portion of any Service, or otherwise access, monitor or copy the Services, using manual or automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission;
(iv) As part of any effort to compete with Embrace or for any revenue-generating endeavor or commercial enterprise;
(v) For any purpose that is unlawful, misleading, malicious, or discriminatory, prohibited by these Terms, conditions, or notices, or in violation of any applicable federal, state, local, or international law or regulation;
(vi) To collect users’ information, or otherwise access the Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) or similar or equivalent manual processes to access, acquire, copy or monitor any Service without our permission; To attempt to gain unauthorized access, damage, disable, overburden, impair any Service, the server on which any Service is stored, or any server, computer, or database connected to a Service, or otherwise engage in any conduct that restricts or inhibits any other party’s use and enjoyment of any Service or which, as determined by us, may harm Embrace or users of the Services or expose them to liability;
(vii) To transmit, or procure sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; International Use
V. REPORTING MISCONDUCT
If you have knowledge of or suspicions that an individual is acting or has acted inappropriately in violation of our Terms, you should immediately report such persons to Embrace by contacting us at compliance@embracepetinsurance.com. If the misconduct is against the law or may be violating the law, you should report the person to the appropriate authorities and then to Embrace. You acknowledge and agree that your report to us does not obligate us to take any action beyond what is required by law or cause us to incur any liability to you or others.
VI. INTERNATIONAL USE
A. Export Controls. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content when using our Services. The Services are not intended to be used, accessed or purchased by any person who is not a resident of the United States. You agree that by using or accessing the Services in anyway, that you are a resident of the United States. The Services (including the software, technology, and other information made available through the Services) are further subject to U.S. export controls and, potentially, the export and import laws of your jurisdiction.
B. Prohibited Users. No software, technology or other information from our Services may be downloaded or otherwise exported or re-exported to any person or entity on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders or otherwise prohibited by United States export control laws. By downloading or otherwise using any software, technology or other information from our Services in any manner whatsoever, you represent and warrant that you are not on any such list or located in, under the control of, or a national or resident of any such country.
VII. SECURITY
We employ physical, technical and administrative safeguards to guard against unauthorized disclosure or access to your personal information. YOU ACKNOWLEDGE THAT SECURITY SAFEGUARDS, BY THEIR NATURE, ARE CAPABLE OF CIRCUMVENTION AND EMBRACE DOES NOT AND CANNOT GUARANTEE THAT PERSONAL INFORMATION ABOUT YOU (OR ANY OTHER DATA OR INFORMATION THAT YOU PROVIDE OR SUBMIT) WILL NOT BE ACCESSED BY UNAUTHORIZED PERSONS.
VIII. CHANGES TO SERVICES
We reserve the right to refuse to offer any Service to any person or entity, or to change, withdraw, modify, limit, restrict, replace, suspend, discontinue, or amend (collectively, a “Change of Service”) any Service in whole or in part (including any features, functionality, or component thereof), including any services or materials we provide on or through a Service, on a temporary or permanent basis at our sole discretion and without notice. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated the Terms. You agree that we are not liable if, for any reason, all or any part of our Services are experiencing a Change of Service at any time or for any period (including, for the avoidance of doubt, any discontinuance of a Service). This provision is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
IX. HYPERLINKS
The Services provide, and third parties may provide through the Services, links to other sites and resources (“Third Party Sites”). Because Embrace has no control over Third Party Sites, you acknowledge and agree that Embrace is not responsible for the availability of Third Party Sites, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from Third Party Sites. All agreements, rules, policies (including privacy policies), and operating procedures of Third Party Sites will apply to you while on any Third Party Sites. Embrace is not a party to the transactions entered into between you and any Third Party Sites. YOU AGREE THAT USE OF THIRD PARTY SITES IS AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY EMBRACE, EXPRESSED, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES IS EMBRACE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS OR BETWEEN YOU AND ANY THIRD PARTY SITES, ANY INFORMATION APPEARING ON THIRD PARTY SITES OR ANY OTHER SITE LINKED TO EMBRACE’S SERVICES OR ANY PRODUCTS OR SERVICES OF THIRD PARTY SITES OR YOUR USE THEREOF. You release Embrace and any of its affiliates, directors, officers, employees, agents, partners and licensors, from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute relating to a Third Party Site (including any transactions conducted on a Third Party Site or relating to any products or services purchased through a Third Party Site).
X. INTELLECTUAL PROPERTY OWNERSHIP
The Services, the design of the Services, and all software, technology components, text, graphics, information, content, and other material therein or displayed thereon are protected by copyright, trademark and other intellectual property or proprietary rights laws and may not be used except as permitted in these Terms or with prior written permission of the owner of such material. You agree that as between the parties, Embrace (or Embrace’s licensors or third party providers, as applicable) is the owner of all right, title, and interest in and to the intellectual property and other proprietary rights in and to the Services (including the software, technology components, text, graphics, information, content, and other material therein or displayed thereon), including, without limitation, all Embrace trademarks, trade names, service marks, trade dress and logos, all enhancements and improvements thereto, and derivatives thereof, and all patent, copyright, trademark, trade secret, trade dress and other intellectual property rights therein throughout the world (collectively the “Embrace IP”). Any goodwill attached to, or generated by, such Embrace IP is owned exclusively by Embrace (or its licensors or third party providers, as applicable), and shall inure solely to the benefit of Embrace (or its licensors or third party providers, as applicable). Nothing contained herein or in the Services should be understood as granting you any right or license to any of Embrace IP, except the limited right to use the Service as set forth in Section IV. All rights not expressly granted herein are reserved by Embrace (or its licensors or third party providers, as applicable). Embrace (or its licensors or third party providers, as applicable), retains full and complete title to Embrace IP. You shall not: (i) use Embrace IP in any manner not specifically set forth in Section IV (ii) remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Services; (iii) include Embrace IP in your corporate name, within a domain name or within any part of URLs; (iv) obtain, use, register, or otherwise acquire any trade names, trademarks, service marks, and/or trade dress that are confusingly similar to Embrace IP; (v) have any claim of ownership in Embrace IP; or (vi) sell, redistribute, transfer, sublicense, copy, or reproduce Embrace IP, nor may you decompile, reverse-engineer, disassemble, or otherwise convert any of Embrace IP to a human-perceivable form. These Terms do not limit any rights that Embrace may have under trade secret, copyright, patent, trademark or other laws. You acknowledge and agree that the Services contain proprietary information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in any sponsor advertisements or information that may have been presented to you through the Services, if any, may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Other trademarks that may appear in the Services are the property of their respective owners.
XI. MOBILE APPLICATION TERMS
A. Mobile Application Terms. If you obtain the Mobile Application through an application store or distribution platform for your particular computing or mobile device that is owned or otherwise controlled by you (“Device”) (i.e., the Apple App Store for Apple Mobile Devices and Google Play for Android Mobile Devices), then following additional terms shall apply:
(i) Both you and Embrace acknowledge that these Terms are concluded between you and Embrace only, and not with the provider of the application store or distribution platform from which you obtained the Mobile Application (the “App Store Provider”), and that the App Store Provider is not responsible for the Mobile Application or its content;
(ii) The Mobile Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely subject to these Terms as they are applicable to the Mobile Application;
(iii) You will only use the Mobile Application in connection with a mobile Device that you own or control;
(iv) You acknowledge and agree that the App Store Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile Application;
(v) In the event of any failure of the Mobile Application to conform to any applicable warranty, including those implied by law, you may notify the App Store Provider of such failure; upon notification, the App Store Provider’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Mobile Application;
(vi) You acknowledge and agree that Embrace, and not the App Store Provider, is responsible for addressing any claims you or any third party may have in relation to the Mobile Application;
(vii) You acknowledge and agree that, in the event of any third party claim that the Mobile Application or your possession and use of the Mobile Application infringes that third party’s intellectual property rights, Embrace, and not the App Store Provider, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
(viii) You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
(ix) Both you and Embrace acknowledge and agree that, in your use of the Mobile Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
(x) Both you and Embrace acknowledge and agree that the App Store Provider and the App Store Provider’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, the App Store Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
XII. USER CONTRIBUTIONS
A. User Contributions. Our Services allow you to submit, post, publish, display, or transmit content or materials to us, to the Services or to other users or persons (“User Contributions”). We host and provide access to this information for you, as well as tools that allow you to post and share User Contributions. You acknowledge and agree that Embrace and its designees have the right to pre-screen, filter, modify, refuse, or move any content that is available via the Services.
B. License Grant to User Contributions. You grant us, and our affiliates, collaborating partners and service providers, and each of their and our respective licensees, successors, and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use, reproduce, modify, translate, adapt, reformat, perform, display, distribute, create derivative works of, and otherwise disclose to third parties any such User Contributions for any purpose according to our policies. Please be aware that we cannot control and are not responsible for the distribution of any of your information that you share publicly.
C. User Contributions Representations. You represent and warrant that you (i) own and control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; and (ii) your User Contributions comply with the Terms.
D. Disclaimer of Liability. You acknowledge and agree that we cannot accept any liability for User Contributions, and you are fully responsible for such User Contributions, including their legality, reliability, accuracy, and appropriateness. You agree that you are liable to us and indemnify us for any loss or damage we suffer as a result of your breach of the foregoing warranties.
E. Removal and Disclosure. You acknowledge and agree that we may retain, disclose or remove any User Contributions if we believe that we are required to do so by law, or we deem such retention, disclosure or removal as necessary or appropriate in our sole discretion to (i) comply with our legal obligations or government requests; (ii) enforce these Terms; (iii) respond to claims that any User Contributions violate the rights of third parties; and (iv) protect the rights, safety, or property of the Services, the public, or other users.
XIII. FEEDBACK
We encourage you to provide feedback, suggestions and comments for improvements to our Services (“Feedback”). You can submit Feedback by email, phone, or in writing. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of Embrace and you hereby irrevocably assign to Embrace all of your rights, title, and interest in any and all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At our request and expense, you will execute documents and take further actions as Embrace may reasonably request to assist Embrace in acquiring, perfecting, and maintaining its intellectual property rights and other legal protections for the Feedback.
XIV. TERM AND TERMINATION
A. Term. These Terms shall commence upon the earlier of your access, use, downloading, or installing of any Service (including the Website or your registration of an Account) or by clicking an “I Accept” button (or equivalent) and shall continue until terminated.
B. Termination. You or Embrace may terminate these Terms (and your access to the Services and your Account) at any time and for any reason. To terminate your Account and these Terms, send an email to compliance@embracepetinsurance.com. . Embrace may immediately terminate your Account or these Terms, terminate or suspend any Service with respect to you, or generally cease offering or deny access to any Service or any portion thereof, at any time for any reason in its sole discretion. Embrace will not be required to delete or destroy any information associated with your Account if you request a termination of your Account prior to the expiration of your insurance policy.
C. Breach. If you breach any of your obligations under these Terms or use the Services in anyway not expressly permitted under these Terms, Embrace may revoke your right to use the Services immediately. In the event this happens, your right to use the Services will stop immediately and you must, at our discretion, return or destroy any copies of the materials you made. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
D. Suspension of Services and Accounts. Embrace may suspend the provision of the Services, or any portion thereof, or any Account at any time and for any reason in its sole discretion, including, but not limited to if (i) Embrace reasonably believes that the Services are being used in violation of these Terms; (ii) you fail to cooperate with any investigation of any suspected violation of the Terms; (iii) Embrace reasonably believes that the suspension of Services is necessary to protect Embrace and its customers and users; (iv) Embrace reasonably believes that an Account is being used fraudulently or in violation of the Terms; or (v) as requested by a law enforcement or regulatory agency.
E. Effect of Termination. Upon termination of these Terms or any closure of your Account (whether closed voluntarily by you, closed by Embrace occurring in connection with any breach of these Terms, or otherwise): (i) these Terms and all rights granted to you under these Terms shall cease (except those expressly surviving or which by their nature would survive as set forth in the Section XIV.F titled “Survival”); (ii) all access to the Services and your Account will cease; (iii) you will be billed for, and Embrace may automatically attempt to collect any outstanding amount owed; and (iv) all of your data may (at Embrace’s sole option) be deleted from Embrace’s servers and backup systems and Embrace may not have or keep backup of the data. You agree to hold Embrace harmless from and against any and all claims, losses or damages arising from any termination of these Terms or closure of your Account. You are not permitted to access your Account or use any of the Services associated with your Account following any closure or termination. If any fees or other amounts remain owed following termination, you shall remain liable as otherwise set forth in these Terms (including for any amounts incurred by Embrace in collection with any collection efforts).
F. Survival. Sections IX (Hyperlinks), X (Intellectual Property and Ownership), XII (User Contributions), XIII (Feedback), XIV(E) (Effect of Termination), XV (Indemnity), XVI (Warranty Disclaimer), XVII ( Limitation of Liability), XVIII (Notice), XIX (General Legal Terms) and any and all provisions which by their nature are intended to continue beyond the termination or expiration of these Terms will continue to remain in full force and effect even after termination of these Terms or Account closure.
XV. INDEMNITY
You agree to indemnify, defend and hold harmless Embrace, and its subsidiaries, affiliates, officers, agents, directors, shareholders, contractors, partners, employees, successors, and assigns, from and against any and all claims, demands, deficiencies, judgments, liabilities, penalties, fines, assessments, damages, losses, costs (including without limitation attorneys’ fees and costs of litigation) and other expenses which any of them suffer or incur that arise out of or connection with (i) your breach of these Terms; (ii) your use or misuse of any Service; (iii) your violation of any rights of another individual; (iv) due to or arising out of your User Contributions that you submit, post, or transmit through our Services; (v) any connection to our Services; (vi) any personal injury, bodily injury, or loss of or damage to any property of any person or entity whatsoever caused by you; or (vii) due to or arising out of your disclosure of any medical or veterinary information (such as medical or veterinary history, claims or results) or any other information to third parties. You agree to cooperate as reasonably required in the defense of any such claim. Embrace reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification under this section (without limiting your indemnification obligations with respect to such matter) and, in any event, you agree not to settle any such matter without the prior written consent of Embrace.
XVI. WARRANTY DISCLAIMER
Embrace has no special relationship with or fiduciary duty to you. THE WEBSITES, MOBILE APPLICATION AND OTHER SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CONTENT CONTAINED OR INCLUDED WITH ANY SERVICE) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON- 10 INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. EMBRACE, ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES OR THE INFORMATION, SERVICES AND MATERIALS CONTAINED THEREIN (i) DO NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, QUALITY, COMPATIBILITY, SECURITY, ERROR-FREE NATURE, OR USEFULNESS OF ANY INFORMATION, SERVICES AND MATERIALS PROVIDED ON OR THROUGH THE SERVICES; (ii) EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR ANY USE OF OR RELIANCE ON THE WEBSITE, MOBILE APPLICATION, CONTENT, OR SERVICES, OR FOR ANY DISRUPTIONS TO OR DELAY IN THE WEBSITES, MOBILE APPLICATIONS, CONTENT, OR SERVICES; AND (iii) DO NOT WARRANT THAT: (a) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (b) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (c) THE SERVICES (INCLUDING ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (d) THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, SATISFY ANY SPECIFIC PURPOSE, OR BE COMPATIBLE OR WORK WITH ANY OTHER APPLICATIONS, SOFTWARE, SERVICES, PRODUCTS, OR TECHNOLOGY. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
XVII. LIMITATION OF LIABILITY
A. Limitation of Liability. IN NO EVENT SHALL EMBRACE ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE AGENTS, PARTNERS, SUPPLIERS, SERVICE PROVIDERS, LICENSORS, CONTENT PROVIDERS, OR OTHER THIRD PARTIES (COLLECTIVELY, “EMBRACE RELATED GROUP”) BE LIABLE FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER, (II) ANY DAMAGES (REGARDLESS OF HOW SUCH DAMAGES MAY BE CATEGORIZED) INVOLVING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, DATA OR ANY OTHER INTANGIBLE LOSSES, OR (III) ANY DAMAGES (REGARDLESS OF HOW SUCH DAMAGES MAY BE CATEGORIZED) ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH: (a) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY SUBSTITUTE GOODS OR SERVICES; (b) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (c) FOR YOUR USE OR INABILITY TO USE OR RELIANCE ON ANY SERVICE OR ANY CONTENT OR OTHER MATERIALS AVAILABLE THROUGH ANY SERVICE OR THROUGH ANY THIRD PARTY SITES; (d) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON ANY SERVICE OR IN CONNECTION WITH ANY SERVICE; (f) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (g) ANY ACTIONS TAKEN BY EMBRACE OR ITS THIRD PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER EMBRACE, LAW ENFORCEMENT OR OTHER GOVERNMENT AGENCIES; (h) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY THE INDIVIDUAL OR ENTITY CLAIMING SUCH AUTHORITY. THE LIMITATIONS ON TYPES OF RECOVERABLE DAMAGES SET FORTH IN THIS PARAGRAPH WILL APPLY REGARDLESS OF WHETHER EMBRACE OR ANY OF THE EMBRACE RELATED GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
B. Maximum Liability. THE MAXIMUM LIABILITY OF EMBRACE AND THE EMBRACE RELATED GROUP TO YOU FOR ANY AND ALL DAMAGES, LOSSES, LIABILITIES, CLAIMS, AND ALL OTHER CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BY STATUTE, OR OTHERWISE) SHALL NOT EXCEED, IN THE AGGREGATE ONE HUNDRED DOLLARS ($100).
C. ANY CAUSE OF ACTION, DISPUTE, OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY CAUSE OF ACTION, DISPUTE, OR CLAIM RELATING TO ANY SERVICE, WEBSITE, OR MOBILE APPLICATION) MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
D. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE REASONABLE ALLOCATIONS OF RISK AND ARE FUNDAMENTAL ELEMENTS OF THESE TERMS AND THE SERVICES WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO CERTAIN OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU WHERE PROHIBITED BY LAW IF YOU RESIDE IN SUCH A JURISDICTION. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
XVIII. NOTICE
Our notices to you may be made via email unless you have indicated to us, in writing, that you wish to receive notices by regular mail.. You acknowledge that if you have requested to receive notices through regular mail, you will only receive those notices which we are required to provide you by law. To ensure that you receive our notices, please keep your contact information up-to-date. Embrace may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you on the Services. Official notices to Embrace related to these Terms must be sent to:
Embrace Pet Insurance
PO Box 22188
Beachwood, OH 44122-0188
Phone: (800) 511-9172
Email: info@embracepetinsurance.com
XIX. GENERAL LEGAL TERMS
A. Entire Agreement. These Terms constitute the entire agreement between Embrace and you; provided, however, that certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages within our Services. You may also be subject to additional terms and conditions that may apply when you access or use the services, content or software of our affiliates, third parties or collaborating partners.
B. Updates to the Terms. We reserve the right , at our discretion, to modify, replace, update or change any of these Terms at any time and for any reason. Any amendments to these Terms shall become effective when posted by Embrace on the Website or when otherwise shared or posted via the Mobile Application or any other Service.. It is your responsibility to check these Terms periodically for changes. By continuing to use the Services after the date on which the Terms have changed, you agree to accept all such changes to the Terms.
C. Dispute Resolution and Governing Law. Except to the extent they are preempted by U.S. federal law, the laws of the State of Ohio, without regard to conflicts of law principles, govern any legal action or proceeding between Embrace and you arising out of or related to these Terms, including your use and access to any Service or any other content. Any such legal action or proceeding will be conducted in the English language. The jurisdiction and venue for all disputes hereunder will be the state and federal courts in Cuyahoga County, Ohio or a United States District Court, Northern District of Ohio located in Cuyahoga County, Ohio and you waive any objection to such jurisdiction or venue. Each party hereby irrevocably waives any right to a jury trial. You hereby irrevocably consent to personal jurisdiction in those courts and to the service of process from any of the aforesaid courts by mailing copies thereof by registered or certified mail, postage prepaid, at the address designated for notice pursuant to this Agreement, with such service of process to become effective thirty (30) days after such mailing. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are expressly excluded. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, YOU MAY BRING CLAIMS HEREUNDER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
D. Consent to Email Notifications. You consent to receive communications from Embrace electronically and agree that we may communicate with you by email. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
E. Headings. The section titles in the Terms are for your convenience only and have no legal or contractual effect.
F. Assignment. You may not assign or delegate these Terms (and you may not assign or delegate any rights or obligations under the Terms), and any such attempts will be ineffective. Embrace can freely assign or delegate all rights and obligations under the Terms in part or in its entirety without notice to you.
G. Severability and Waiver. A failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to 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 of the remaining provisions.
H. Other Terms. Claims made under the separate terms and conditions of purchase for goods or services, including pet insurance policies or Wellness Rewards, are not subject to these Terms. Purchase, use, coverage, and exclusions relating to any insurance policy (or Wellness Rewards, where applicable) are subject only to the terms of that insurance policy (or the terms relating to such Wellness Rewards). In the event of any conflict between these Terms and the terms of your insurance policies (or the terms relating to such Wellness Rewards), the terms of your insurance policy (or such Wellness Rewards, as applicable) will control. Additional goods or products, other than insurance polices, purchased by you, including Wellness Rewards, whether through the Services or otherwise, may be subject to additional terms presented to you at the time of purchase or use of such goods or products.