Last Revised on May 4, 2023
This Platform Subscription Agreement (together with all Order Forms that you enter in connection herewith, this “Agreement”) governs your access to and use of the 1Fort platform (“Platform”), available at www.1fort.com (the “Website”), operated on behalf of 1Fort Inc. (“1Fort”, “we” or “us”). The Website, Platform and any content, tools, features and functionality offered on or through our Website are collectively referred to as the “Services.” Capitalized terms have the definitions set forth herein.
For purposes of this Agreement, “Customer,” “you” and “your” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement.
1. PROVISION OF PURCHASED SERVICES; CUSTOMER Accounts
1.1 Provision of Purchased Services.
If you purchase a subscription to paid Services (“Purchased Services”), 1Fort will (a) make the Purchased Services available to you and your Permitted Users (as defined below) pursuant to this Agreement and the applicable subscription terms or order form that you enter into with 1Fort or accept in connection with this Agreement (each, an “Order Form”), (b) provide applicable 1Fort standard set-up assistance and support for the Services to you and your Permitted Users at no additional charge (unless otherwise provided in an Order Form), (c) use commercially reasonable efforts to correct errors or defects that prevent the Purchased Services from performing substantially in accordance with their written documentation provided by 1Fort to its end users (“Documentation”), except for any errors, defects or unavailability caused by circumstances beyond 1Fort’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving 1Fort’s employees), pandemic, epidemic or lock-down restriction (each, a “Force Majeure Event”), or any Internet service provider failure or delay, power failure, non-1Fort application or other non-1Fort systems, equipment, network or facilities, or denial of service attack or other security breach of your, your Permitted Users’ or any third party provider’s systems, and (d) provide the Purchased Services in accordance with laws and government regulations applicable to 1Fort’s provision of its Services to its customers generally (i.e., without regard for your or your Permitted Users’ particular use of the Services), and subject to your and your Permitted Users’ use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.
1.2 Creating and Safeguarding your Account.
To use the Services, you need to create an account on the Platform (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account via the following means: sign into your account and go to My Settings. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at firstname.lastname@example.org if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
2. Subscriptions, fees and payment
Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (a) fees are based on Services subscriptions purchased and not actual usage, and (b) payment obligations are non-cancelable and except as expressly set forth in this Agreement, fees paid are non-refundable.
(2.2) Invoicing and Payment.
Customer will provide 1Fort with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to 1Fort. If Customer provides credit card information to 1Fort, Customer authorizes 1Fort to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the section titled “Term of Purchased Subscriptions” in Section 6.2 below. Such charges shall be made in U.S. dollars, in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, 1Fort will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to 1Fort and notifying 1Fort of any changes to such information.
(2.3) Overdue Charges.
If any invoiced amount is not received by 1Fort by the due date, then without limiting 1Fort’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) 1Fort may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.
(2.4) Suspension of Service and Acceleration.
If any charge owed by Customer under this Agreement is thirty (30) days or more overdue, (or ten (10) or more days overdue in the case of amounts Customer has authorized 1Fort to charge to Customer’s credit card), may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services to Customer and its Permitted Users until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, 1Fort will give Customer at least ten (10) days’ prior notice that its account is overdue before suspending Services to Customer and its Permitted Users.
1Fort’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If 1Fort has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, 1Fort will invoice Customer and Customer will pay that amount unless Customer provides 1Fort with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, 1Fort is solely responsible for taxes assessable against it based on its income, property and employees.
(2.6) Pricing Changes.
We may change our prices for the Purchased Services at any time in our sole discretion, in which case we will notify you at least ten (10) days prior to the end of the then-current month of your subscription, and the price change will be effective on the first day of the following month, unless you notify us in writing by emailing us at email@example.com that you wish to cancel your subscription effective at the end of the then-current month. If you do not terminate your subscription within such notice period, the price change shall be deemed accepted by you.
(2.7) Subscription Renewals and Cancellations.
You agree that if you purchase a Purchased Service, your subscription will automatically renew at the subscription period frequency referenced on your order form or subscription page (or if not designated, then monthly) and at the then-current rates, and your payment method will automatically be charged at the start of each new subscription period for the fees and taxes applicable to that period. To avoid future subscription charges, you must cancel your subscription 30 days before the subscription period renewal date by doing the following: emailing us at firstname.lastname@example.org.
3. Rights We Grant You; USE RESTRICTIONS
(3.1) Customer Qualification. You must be (a) adequately licensed as an insurance producer in each state in which you sell, solicit and negotiate insurance and (b) appointed by the applicable insurance company, in order to use the Services. By using the Services, you represent and warrant that you meet these requirements.
(3.2) Right to Use Services.
Subject to your payment of all applicable fees and compliance with this Agreement, we hereby grant you a non-assignable, non-sublicensable, non-transferrable and non-exclusive right during the term of your subscription to access and use the Services solely for your internal business purposes, including to facilitate your Permitted Users’ use of the Services in connection with your provision of insurance brokerage services to them. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, due to a Force Majeure Event, 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.
(3.3) Permitted Users.
You may invite companies or other entities that have engaged you as an their insurance broker to create an account on the Platform and use the Services in connection with your provision of insurance brokerage services to them (“Permitted Users”). You may only invite and use the Services on behalf of the limited number of Permitted Users permitted under your then-current subscription, and only for the subscription term applicable to such users.
(3.4) 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), 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, crawlers, 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, unethical or disruptive purposes, or otherwise use the Services in a manner that is in violation of any applicable law or regulation or violates any third party’s privacy, publicity, intellectual property or other rights; or (h) access or use the Services in any way not expressly permitted by this Agreement or the Documentation.
4. Ownership and Content
(4.1) Ownership of the Services.
The Services, including their “look and feel” (e.g., text, graphics, images, logos), Documentation, 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 right, title and interest in and to the Services and Documentation (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 connection with the Services, its content (other than Your Content) and Documentation, including, without limitation, the exclusive right to create derivative works.
(4.2) 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.
(4.3) 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.
(4.4) 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 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.
(4.5) Your Content Warranties.
By 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. 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 post the material and to grant us the license described above.
5. 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.
6. Term and termination
(6.1) Term of this Agreement.
This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
(6.2) Term of Purchased Subscriptions.
The term of each subscription shall be as specified in the applicable Order Form.
A party may terminate this Agreement for cause upon thirty (30) days written notice to the other party of a material breach (including non-payment of amounts due hereunder) if such breach remains uncured at the expiration of such period. This Agreement may not be terminated except as provided herein. Termination of this Agreement for cause will terminate all outstanding Order Forms. 1Fort may terminate a subscription as to any Permitted User that breaches the 1Fort Terms of Service applicable to such Permitted User upon written notice to you. Termination will not limit any of 1Fort’s other rights or remedies at law or in equity. Refund or Payment upon Termination. If you terminate your subscription in accordance with Section 6.3 above, 1Fort will refund you any prepaid fees covering the remainder of the term of your subscription after the effective date of termination. If your subscription is terminated by 1Fort in accordance with Section 6.3 above, you will pay any unpaid fees covering the remainder of the term of your subscription to the extent permitted by applicable law. In no event will termination relieve you of your obligation to pay any fees payable to 1Fort for the period prior to the effective date of termination or expiration.
(6.4) Refund or Payment upon Termination.
If you terminate your subscription in accordance with Section 6.3 above, 1Fort will refund you any prepaid fees covering the remainder of the term of your subscription after the effective date of termination. If your subscription is terminated by 1Fort in accordance with Section 6.3 above, you will pay any unpaid fees covering the remainder of the term of your subscription to the extent permitted by applicable law. In no event will termination relieve you of your obligation to pay any fees payable to 1Fort for the period prior to the effective date of termination or expiration.
(6.5) Surviving Provisions.
Sections 3.4 4, 5, 6.4, 6.5, 7.2-7.5, 8 and 9 will survive any termination or expiration of your subscription or this Agreement.
7. LIMITED WARRANTy; Disclaimers
(7.1) Limited Warranty.
1Fort warrants that during an applicable subscription term, the Purchased Services will perform materially in accordance with their applicable Documentation. The foregoing warranty only applies to you and not to any Permitted User or other third party. The foregoing warranty does not apply to, and 1Fort shall have no liability for, any error, malfunction or other defect in the Services that are caused by any Force Majeure Event, Internet service provider failure or delay, power failure, non-1Fort application or other non-1Fort systems, equipment, network or facilities, denial of service attack or other security breach of your or your Permitted Users’ or any third party provider’s systems, or your failure to comply with the Documentation. In the event of any breach of a warranty above, 1Fort will use commercially reasonable efforts to correct the non-conformance. If 1Fort does not correct the non-conformance within thirty (30) days following 1Fort’s receipt of notice thereof, 1Fort’s sole obligations and your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections in Section 6.3-6.4 above.
(7.2) Disclaimers as to Services.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, 1FORT, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE “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, EXCEPT AS EXPRESSLY PROVIDED HEREIN, 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 OR YOUR PERMITTED USERS’ 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. 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.
(7.3) No Legal or Professional Advice.
WHILE THE SERVICES MAY BE USED TO FACILITATE THE IMPROVEMENT OF YOUR SYSTEM SECURITY 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, AND 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 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.
(7.4) No Insurance Guarantees.
YOU ACKNOWLEDGE AND AGREE THAT THE 1FORT ENTITIES ARE NOT ACTING AS AN INSURANCE BROKER OR AGENT IN CONNECTION WITH THE SERVICES. WE ARE NOT RESPONSIBLE FOR ANY INSURANCE DECISIONS OR OUTCOMES, AND 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. WE WILL NOT HAVE ANY LIABILITY WITH RESPECT TO SUCH DECISIONS.
(7.5) 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 9 BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS AND BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
8. limitation of liability; indemnification
(8.1) Limitations of Liability.
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL ANY OF THE 1FORT ENTITIES BE LIABLE FOR ANY CLAIM, DEMAND OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, YOUR CONTENT OR THE USE, DELIVERY OR PERFORMANCE OF THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (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. IN THE EVENT THAT DAMAGES IN CONNECTION WITH THESE TERMS OR THE SERVICES ARE AWARDED BY A COURT OF COMPETENT JURISDICTION, THE 1FORT ENTITIES’ TOTAL AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100.00) AND (B) THE SUBSCRIPTION FEES PAID BY YOU TO 1FORT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
(a) By 1Fort. 1Fort agrees that it shall defend, indemnify and hold harmless you and your parents, affiliates, related companies, officers, directors, employees, agents and representatives from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) (“Losses”) incurred by you in connection with any third-party claim (i) alleging that use of the Services in accordance with this Agreement violates the intellectual property rights of a third party or (ii) arising from or in connection with 1Fort’s gross negligence or willful misconduct. 1Fort shall have no obligation under this Section 9.2(a) or otherwise regarding claims that arise from or relate to (w) your use of the Services other than as permitted by this Agreement, (x) any modifications to the Services made by any person or entity other than 1Fort, (y) any combination of the Services with services or technologies not provided by 1Fort, or (z) your use of the Services or portion thereof after 1Fort has terminated this Agreement or such portion of the Services.
(b) By You. You agree that you shall defend, indemnify and hold the 1Fort Entities harmless from and against any and all Losses incurred by the 1Fort Entities arising out of or in connection with: (i) your violation or breach of any term of this Agreement or any applicable law or regulation, or (ii) your gross negligence or wilful misconduct.
(c) Indemnity Procedures. The indemnifying party will have the right, in its sole discretion, to control any action or proceeding. The indemnified party will reasonably cooperate with the indemnifying party and may employ counsel at its own expense to assist it with respect to such claim; provided, however, that if such counsel is necessary because the indemnifying party does not assume control, the indemnifying party will be responsible for the expense of such counsel. The party not controlling such defense may participate therein at its own expense and the party controlling such defense shall keep the other party advised of the status of such claim and the defense thereof. The indemnifying party may not settle or compromise any claim without the indemnified party’s consent unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising party, does not involve any admission, finding or determination of wrongdoing or violation of law by the other party and provides for a full, unconditional and irrevocable release of the other party from all liability in connection with the claim.
9. Additional Provisions
(9.1) SMS Messaging and Phone Calls.
(9.2) Updating this Agreement.
We may modify this Agreement from time to time in which case we will update the “Last Revised” date at the top of this Agreement. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review this Agreement from time to time to view any such changes. The updated Agreement will be effective as of the time of posting, or such later date as may be specified in the updated Agreement. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Agreement.
(9.3) Injunctive Relief.
You agree that a breach of this Agreement will cause irreparable injury to 1Fort for which monetary damages would not be an adequate remedy and 1Fort shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
(9.4) 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 Person’s 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.
(9.5) Governing Law and Jurisdiction.
This Agreement 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. The parties will resolve any claim, cause of action or dispute relating to the Services or this Agreement 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.
This Agreement 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. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement 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. 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. The section headings used herein are for reference only and shall not be read to have any legal effect. 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.
(9.7) Manner of Giving Notice.
Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing, addressed to the contact designated for you on the applicable Order Form or your Account, or if to 1Fort, to the contact set forth below, and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Notices to 1Fort are to be sent to: 335 Madison Ave 3rd FL, New York, NY 10017 or by e-mail to email@example.com.