Last updated: March 13, 2022
Welcome to Faye!
these terms and conditions in their entirety; and
IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
This Agreement is a binding agreement between you and Zenner Inc., a Delaware corporation located at 200 Continental Dr., Suite 401, Newark, DE, 19713, USA (doing business as "Faye")("Faye", "we", "us", and "our") and the Faye Affiliates (defined below). Faye is the brand name for customizable travel protection plans offered by Zenner Insurance Services, LLC, with travel insurance in the plans administered by Zenner Claims Administrator, LLC on behalf of United States Fire Insurance Company. Zenner Insurance Services, LLC is licensed as a travel insurance producer in all states where it offers products. Where required, Zenner Claims Administrator, LLC is a licensed adjuster or third-party administrator in all states where it administers insurance. License information available here.
Faye reserves the right to modify this Agreement at any time by posting the modified Agreement at https://www.withfaye.com/terms-of-use. Such modifications will be effective ten (10) days after such posting (unless we specify a later effective date). In such cases, we will also update the “Last Updated” reference set forth at the beginning of this Agreement.
ARBITRATION NOTICE: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION AGREEMENT – SEE SECTION 11 (MANDATORY ARBITRATION) AND ITS RELATED SCHEDULE A. PLEASE READ THAT SCHEDULE CAREFULLY, SINCE IT MAY REQUIRE YOU AND FAYE TO ARBITRATE CERTAIN DISPUTES AND LIMIT THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF. THERE IS, HOWEVER, AN OPTION TO OPT-OUT.
1. DEFINITIONS AND INTERPRETATION
This Agreement contains a range of capitalized terms, some of which are defined in this Section and some of which are defined elsewhere. The Section headings in this Agreement are for convenience of reading only and may not to be used or relied upon for interpretive purposes.
"Faye Affiliate" means, Zenner Insurance Services LLC, Zenner Claims Administrator LLC and Zenner AI Ltd..
"Faye Materials" means, collectively, the Services and any Content appearing or displayed on or in the Services.
"Content" means any text, data, information, images, graphics, sounds, videos, audio clips, links, and/or similar materials and content.
“Dispute” means any claim, dispute or controversy under, or otherwise in connection with, this Agreement. For U.S. residents, a “Dispute” does not include any claim, dispute or controversy relating to a travel protection plan with travel insurance underwritten by United States Fire Insurance Company.
"Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, technology, and other intellectual property (collectively, "Intellectual Property"), and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.
"Law" means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule, in any jurisdiction.
2. SERVICES ACCESS
We hereby grant you a personal, limited, non-exclusive, non-assignable, non-sublicensable, revocable right and license to access, view and use the Services and related Faye Materials solely for your own personal and non-commercial use, and provided that you comply with this Agreement (collectively, the "License"). Except for the foregoing right, Faye does not grant you any right or license to any of Faye's or a third party's Intellectual Property Rights. We may, at any time, and for any or no reason, revoke the License and/or suspend the Services.
3. INSURANCE PRODUCTS
Faye provides travel insurance products ("Insurance Products") and information regarding global Covid-19 travel restrictions. Not all Insurance Products described in this website are available to all persons in all States, Countries, or other jurisdictions at all times. Certain restrictions, conditions and eligibility requirements apply. In addition, if you are a United States or foreign citizen physically located and/or living in the United States, there may be certain additional restrictions, conditions and eligibility requirements that apply. Please contact Zenner Insurance Services LLC. or your independent insurance broker/agent for details.
All quotes generated by the Services are based on information you provided, as well as, in some cases, information we obtain from third parties. Quotes do not constitute a contract or an invitation to contract, or a binder or agreement to extend, continue or renew insurance coverage. The coverage descriptions provided in the Services are general descriptions of potentially available insurance coverage products and services and are not a statement of contract or an invitation to contract. To obtain insurance coverage you must complete all of the steps in the Services through the final application through the Services. Applications are subject to underwriting review and approval. The information and quotes provided to you as part of the Services are provided for informational purposes only and do not include all terms, conditions, and exclusions of the insurance coverage. For U.S. Residents, quotes are for a plan that consists of travel insurance as well as non-insurance travel assistance services. Carefully review the terms and conditions of your plan. The coverages described herein may vary by state and insurance company, and may not be available to all applicants. The information should not be construed as legal or insurance advice, and is not a guarantee of coverage. All claims are subject to the terms, conditions, and exclusions of the particular plan you purchase.
If you file a claim under your purchased Insurance Products, the information you submit and the loss are subject to review and verification. We may request additional information before making a final decision on your claim. In some cases, a claim representative may contact you regarding your claim. Your claim is of course subject to the provisions in your policy.
4. USAGE RESTRICTIONS
As a condition to the License, you shall not (and shall not permit or encourage any third party to) do any of the following, in whole or in part: (a) copy or reproduce (such as by screen scraping), republish, create public Internet “links” to, "frame", or "mirror" any Faye Materials; (b) sell, assign, lease, lend, rent, distribute, or make available any Faye Materials to any third party, or otherwise offer or use any Faye Materials as part of a time-sharing, outsourcing, or service bureau environment; (c) modify, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of, any Faye Materials; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in any Faye Materials; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of any Faye Materials; (f) make a derivative work of any Faye Materials, or use any Faye Materials to develop or create any service, product, or Content that is the same as (or substantially similar to or competitive with) any of the Faye Materials; (g) publish or transmit any "robots" or "spiders" (such as web crawlers), virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt, or otherwise misuse, any Faye Materials; (i) take any action that imposes or may impose (at Faye's sole discretion) an unreasonable or disproportionately large load on the Services infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of the Services; and/or (j) use any Faye Materials to infringe, misappropriate or violate any third party's Intellectual Property Rights (as defined below), or any Law.
5. LINKING TO OUR SERVICES
Faye permits you to link to the Services provided that: (i) you link to (but do not replicate) any page on this Services; (ii) the hyperlink text shall accurately describe the Content as it appears on the Services; (iii) you shall not misrepresent your relationship with Faye or present any false information about Faye, and shall not imply in any way that we are endorsing you or any services or products, unless we have given you our express prior written consent to do so; (iv) you shall not link from a website which prohibits linking to third parties; (v) the website from which you link to the Services does not contain Content that is offensive or controversial (both as determined at our sole discretion), that infringes, misappropriates, or violates any Intellectual Property Rights; and (vi) you, and your website, comply with this Agreement and applicable Law.
6. THIRD PARTY CONTENT AND AFFILIATE MARKETING
The Services may display, link to, and/or otherwise allow you to view, access, or interact with, Content from third parties and other sources that are not owned or controlled by Faye (such Content and third parties, "Third Party Content" and "Third Party Providers", respectively). The Services may also enable you to communicate with the Third Party Providers.
7. THIRD PARTY MERCHANTS
If you choose to correspond, participate in a promotion, including the use of Internet of Things (“IOT”) devices, or engage in transactions with any merchant found on or through this Services, you acknowledge and agree that Faye is not a party to, and will not be responsible for, your interaction with such merchant, including its treatment of your information and the terms and conditions applicable to any transaction between you and the merchant. The terms of your interaction with any merchant are solely between you and such merchant. You agree that Faye will have no responsibility or liability for any loss or damage of any kind that you may suffer as the result of any such interaction or the presence of such merchants on this Services.
8. INTELLECTUAL PROPERTY
Faye (and/or its Affiliates, licensors and suppliers, as applicable) is and shall remain the sole and exclusive owner of all right, title, and interest (including, but not limited to, all Intellectual Property Rights) in and to:
the Faye Materials, as well as any computer programs (including APIs), databases, or other Intellectual Property underlying, operating, or otherwise embodied in any Faye Materials; and
the trademarks, service marks, trade names, service names, trade dress, symbols, brands, and logos displayed on contained on or in any Faye Materials ("Trademarks").
You acknowledge that the items in paragraphs (a) and (b) above may be protected by Intellectual Property Rights treaties and Laws. Without limiting paragraph (b) above, Faye™ and its respective logos and design, are the Trademarks of Faye or a Faye Affiliate. Other Trademarks displayed on contained on or in any Faye Materials are the property of their respective third party owners.
Except for the License, Faye (and its Affiliates, licensors and suppliers, as applicable) reserve all rights in and to their respective Intellectual Property Rights.
9. WARRANTY DISCLAIMERS
THE FAYE MATERIALS ARE PROVIDED AND MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND AT YOUR SOLE RISK, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY FAYE AND ITS LICENSORS AND SUPPLIERS.
IN ADDITION, NEITHER FAYE NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION:
REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF ANY FAYE MATERIALS;
THAT YOUR USE OF, OR RELIANCE UPON, FAYE MATERIALS WILL MEET YOUR REQUIRMENTS OR EXPECTATIONS, THAT YOU WILL OBTAIN ANY INSURANCE PRODUCTS (OR QUOTE THEREFOR), THAT ANY INSURANCE PRODUCT, FEES OR TERMS ARE THE BEST AVAILABLE;
THAT FAYE MATERIALS WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS WILL BE CORRECTED;
REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS; OR
REGARDING THE OPERATION OF ANY CELLULAR NETWORKS, THE PASSING OR TRANSMISSION OF DATA VIA ANY NETWORKS OR THE CLOUD, OR ANY OTHER CELLULAR OR DATA CONNECTIVITY PROBLEMS.
FAYE WILL NOT BE LIABLE OR OBLIGATED IN RESPECT OF DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO HOSTING PROVIDERS OR PUBLIC NETWORKS.
The above disclaimers apply to the maximum extent permitted by applicable Law. You may have legal rights in your country of residence which would prohibit the above disclaimers from (fully or partially) applying to you (for example, some jurisdictions' Laws do not allow the disclaimer of certain implied warranties or conditions, and do not allow limitations to be imposed on statutory rights), and, to the extent the above disclaimers are prohibited, then you and Faye agree that they will not apply to you.
YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ALL INFORMATION AND DATA YOU PROVIDE, AND YOU REPRESENT AND WARRANT THAT YOU SUCH INFORMATION AND DATA WILL NOT INFRINGE OR VIOLATE ANY THIRD PARTY'S PROPRIETARY RIGHTS OR PRIVACY RIGHTS, OR ANY APPLICABLE LAW.
In connection with the Services, Faye may provide you with certain information regarding travel insurance, global Covid-19 travel restrictions, and other related information. ALTHOUGH EVERY EFFORT HAS BEEN MADE TO PROVIDE COMPLETE AND ACCURATE INFORMATION, FAYE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS AS TO THE ACCURACY OF SUCH INFORMATION. FAYE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERROR OR OMISSIONS IN THE INFORMATION CONTAINED IN THE WEBSITE, APP, AND/OR OTHERWISE PROVIDED TO YOU IN CONNECTION THEREWITH.
10. LIMITATION OF LIABILITY
EXCEPT FOR A PARTY'S LIABILITY FOR BREACH OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS (SUCH AS A BREACH BY YOU OF THE LICENSE), IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:
ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;
ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, LOSS OF OPPORTUNITY, WASTED TIME OR EXPENDITURE, OR OTHER ECONOMIC LOSS;
ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR
THE COST OF COVER, OR OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
THE COMBINED AGGREGATE LIABILITY OF FAYE AND ALL FAYE AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED FIVE US DOLLARS (US$ 5).
THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (i) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (SUCH AS, FOR EXAMPLE, IF A JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR OF LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE); (ii) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (iii) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (iv) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT, TORT OR STATUTORY LIABILITY.
For U.S. residents, this provision does not apply to any claim, dispute or controversy relating to a travel protection plan with travel insurance underwritten by United States Fire Insurance Company.
If any third party (including, but not limited to, a regulatory or governmental authority) makes or institutes any demand, claim, suit, action or proceeding against Faye, a Faye Affiliate, and/or any of our or their respective directors, officers, employees, or representatives (each, an "Indemnitee"), and it is based upon or arises from any breach by you under this Agreement (in each case, an "Indemnity Claim"), then, upon written request by Faye (to be decided in our sole discretion), you agree to assume full control of the defense and settlement of the Indemnity Claim; provided, however, that (a) Faye reserves the right, at any time thereafter, to take over full or partial control of the defense and/or settlement of the Indemnity Claim, and in such cases you agree to reasonably cooperate with Faye's defense counsel and activities at your own cost and expense; and (b) you shall not settle any Indemnity Claim, or admit to any liability thereunder, without the express prior written consent of the Indemnitee(s).
In addition, and regardless of whether (or the extent to which) you controlled or participated in the defense and/or settlement of an Indemnity Claim, you agree to indemnify and hold harmless the Indemnitee(s) for and against: (A) any costs and expenses (including reasonable attorneys' fees) incurred by the Indemnitee(s) in the defense of the Indemnity Claim; and (b) any amounts awarded against, or imposed upon, the Indemnitee(s) under such Indemnity Claim, or otherwise paid in settlement of the Indemnity Claim (including, but not limited to, any fines or penalties).
12. GOVERNING LAW
This Agreement (including without limitation its validity) shall be governed by, and construed in accordance with, the laws of the State of New York, USA without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed.
13. MANDATORY ARBITRATION
In the event of any Dispute, such Dispute shall be resolved exclusively by arbitration in accordance with Schedule A attached hereto. However, if the Dispute is not subject to arbitration (either because you opted-out of the arbitration in the manner described in Schedule A, or because a court of competent jurisdiction determined that the agreement to arbitrate does not to apply to you or the Dispute) then the Dispute shall be subject to the exclusive jurisdiction and venue of the competent courts located in New York County, New York, USA, and the parties hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue.
Regardless of any Law to the contrary, you agree that any claim or cause of action arising under, or otherwise in connection with, this Agreement (other than to seek equitable relief or to otherwise protect or enforce a party's Intellectual Property Rights) must be filed within ONE (1) YEAR after such claim or cause of action arose, or else you agree that such claim or cause of action will be barred forever. Any claims or damages that you may hereunder shall only be enforceable against Faye, and not any other entity (such as Faye Affiliates) or Faye's officers, directors, representatives, employees, or agents. Moreover, if you are a consumer (as defined in the law of your jurisdiction), this Agreement is not intended to, and shall not, exclude or limit any mandatory rights you may have under the consumer protection Laws of your jurisdiction.
14. USAGE RULES
If you are downloading the App from a third party mobile device platform or service provider ("Distributor"), please be aware that the Distributor may have established usage rules which also govern your use of the App ("Usage Rules"). We specifically refer to the Usage Rules of certain Distributors below in the section below entitled 'Distributor Requirements and Usage Rules', but other Usage Rules may be applicable depending on where the App has been downloaded from. You acknowledge that, prior to downloading the App from a Distributor, you have had the opportunity to review and understand, and will comply with its Usage Rules. The Usage Rules that are applicable to your use of the App are incorporated into this Agreement by this reference. You represent that you are not prohibited by any applicable Usage Rules and/or applicable law from using the App; if you are unable to make such a representation you are prohibited from installing and/or using the App.
15. DISTRIBUTOR REQUIREMENTS AND USAGE RULES.
If you download the App from the Apple, Inc. ("Apple") App Store (or in any event if you download an Apple iOS App) then, without derogating from the warranty disclaimers and limitation of liability as set forth in the Agreement:
You acknowledge and agree that:
this Agreement is concluded between Faye and you only, and not with Apple, and Faye and its licensors, and not Apple, are solely responsible for the App and the content thereof.
your use of the App is also subject to the Usage Rules established by Apple, including those set forth in the Apple App Store Terms of Service, effective as of the date that you enter into this Agreement.
the License granted herein is limited to a non-transferable right to use the App on an Apple iPhone, iPod Touch, iPad, or other Apple-branded product that you own or control and that runs the iOS;
Faye is solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement, or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App;
Faye is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will, to the extent applicable, refund any purchase price paid (if any) by you for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Faye's sole responsibility (unless otherwise disclaimed by Faye);
Faye, and not Apple, is responsible for addressing any product claims you, or any third party, may have relating to the App or your possession and/or use of the App (unless otherwise disclaimed by Faye), including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation, including in connection with the App’s use of HealthKit and HomeKit frameworks;
in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Apple shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim;
Apple, and its subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
If you have any questions, complaints, or claims regarding the App, please contact Faye at:
Email: [email protected]
Telephone: +1 302 781 9833
Address: 200 Continental Dr., Suite 401, Newark, Delaware, USA, 19713
By entering into this Agreement you, to the extent legally permitted, hereby waive any applicable law requiring that this Agreement be localized to meet your language and other local requirements. To the extent that the foregoing is not permitted, you agree to be bound by the standard Apple Licensed Application End User License Agreement which is part of the Apple App Store Terms of Service, at www.apple.com/legal/itunes/us/terms.html#SERVICE (as amended from time to time).
Entire Agreement. This Agreement (together with its Schedules) represents the entire agreement between you and Faye with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and Faye with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement, such as statements and explanations in any FAQs, summaries or explanatory guides regarding this Agreement, or other marketing material on the Services. For U.S. residents, this Agreement does not impact the terms of any travel protection plan with travel insurance underwritten by United States Fire Insurance Company; rather, your plan document will control.
Age Representation. Faye and the Faye Affiliates make no active effort to collect personal information from individuals under the age of eighteen (18). We require that Services users must be of legal age to enter into agreements (typically, at least eighteen (18) years of age or older). For the avoidance of doubt, minors may make use of Insurance Products purchased on their behalf by their parent or legal guardian, in accordance with the terms hereunder and applicable law.
Language; Electronic Contract and Communications. The language of this Agreement is expressly agreed to be the English language. You hereby irrevocably waive, to the maximum extent legally permitted, any Law applicable to you requiring that the Agreement be localized to meet your language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records. We may be able (but are not obligated) to provide you with copies of this Agreement on written request; however, please be sure to print a copy of this Agreement for your own records. When you visit or submit information on the Services or send an email to us, you are communicating with us electronically. You consent to receive communications from us electronically. Although we may choose to provide you notice under this Agreement by postal mail, we may also choose to provide notice by email (in which case the notice will be deemed given on the day after sending) and/or by posting notices on the Services (in which case the notice will be deemed given when you access the Services). In addition, you acknowledge and agree that when you click on any “SUBMIT”, “I AGREE”, “I ACCEPT”, or similar button, or when you click on any “GET INSTANT QUOTE” button or other link through which you submit information, you are submitting a legally binding electronic signature. Pursuant to any applicable Laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICES OR SERVICES OFFERED BY FAYE
Feature Specific Terms. Certain Services features and functionalities may be accompanied by separate or additional terms and conditions (in each case, "Feature Specific Terms"). Except to the extent expressly stated otherwise within Feature Specific Terms, all Feature Specific Terms apply in addition to (and not instead of) this Agreement, and are hereby incorporated into, and made a part of, this Agreement by reference.
Assignment. Faye may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and, except as permitted by this Agreement, you may not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without Faye's express prior written consent. Any prohibited assignment shall be null and void.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the Parties hereto agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.
Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Faye, the writing must be duly signed by an authorized representative of Faye), and shall be valid only in the specific instance in which given.
Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.
Notices to Faye. Except as stated otherwise in this Agreement, you agree to send all notices to Faye, to: [email protected]
No Third Party Beneficiaries. Except as may be expressly provided otherwise in this Agreement (such as Faye Affiliates, Faye's licensors and suppliers, and Indemnitees), there shall be no third-party beneficiaries of, or under, this Agreement, and no third party shall be entitled to enforce any of these terms and conditions.
Export Compliance. You represent and warrant that: (a) you are not a resident of (and you will not use the Services in) a country that the U.S. government has embargoed for use of the Services, nor are you named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations of any jurisdiction; and (b) your country of residence and/or incorporation (as applicable) is the same as the country specified in the contact and/or billing address provided to us. In the event you breach this Section (Export Compliance), in whole or in part, or otherwise violate any Export Control Laws (defined below) in connection with the Services, you agree to indemnify and hold harmless Faye and all Faye Affiliates (including our and their respective directors, officers, and employees) for any fines and/or penalties imposed upon Faye, a Faye Affiliate, and/or such individuals as a result of such breach or violation. "Export Control Laws" means all applicable export and re-export control Laws applicable to you and/or Faye, as well as the United States' Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State.
Force Majeure. Neither party shall be responsible for any failure to perform any obligation hereunder because of any (a) act of God, fire, flood, earthquake, explosion, or pandemic or epidemic (or similar regional health crisis); (b) strikes, lockouts, picketing, concerted labor action, or other labor or industrial disturbances; (c) invasion, war (declared or undeclared), terrorism, riot, insurrection, or civil commotion; (d) war (declared or undeclared), terrorism, riot or civil commotion; and/or (d) other similar cause beyond that party's reasonable control.
Advice. Faye shall have no obligation or liability for any technical, financial, legal, or other advice or suggestions provided to you (whether via the Faye Materials or otherwise), including without limitation advice with respect to the purchase of insurance products or the insurance industry in general.
Subpoenas. Nothing in this Agreement prevents Faye from disclosing your information or data to the extent required by Law, subpoenas, or court orders.
Capitalized terms not defined in this Schedule shall have the meanings given to them in the main body of the Agreement to which this Schedule is attached.
Faye wants to address your concerns without the need for a formal legal dispute. Before filing a claim against Faye, you agree to try to resolve the Dispute informally by contacting [email protected]. If a Dispute is not resolved within 30 days after the email noting the Dispute is sent, you may initiate proceedings, as set forth in this Schedule A.
You and Faye agree to resolve any Dispute only by FINAL AND BINDING BILATERAL ARBITRATION in accordance with the below; except, however, that:
each party retains the right to bring an individual action: (i) in a small claims court located in your county of residence (or in New York County, New York, USA if you meet the requirements of such court);
each party retains the right to seek equitable relief to protect any Intellectual Property Rights, in any court of competent jurisdiction; and
nothing herein precludes you from bringing issues to the attention of federal, state, or local agencies.
Unless you and Faye expressly agree otherwise in writing, the arbitration shall take place in-person (except that if telephonic or other remote electronic means are available and permissible, then you may elect to conduct the arbitration via such means) in New York City, New York, USA. The arbitration will be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”), before a single arbitrator and in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Streamlined Rules”), as modified by this Agreement. The arbitrator must honor the terms and conditions of this Agreement (including, but not limited to, all liability exclusions and limitations), and shall not make any award or decision that is contrary to, or in excess of, what this Agreement provides. The Federal Arbitration Act, 9 U.S.C. § 1, et seq. (“FAA”) (and not any state law concerning arbitration) applies to this agreement to arbitrate, and governs all questions of whether a Dispute is subject to arbitration.
The arbitrator’s decision must be in writing, and must include the essential findings and conclusions upon which the decision and any award is based. Judgment on any arbitration award may be entered in any court having jurisdiction thereof. In the event any litigation should arise between you and Faye in any court in a proceeding to vacate or enforce an arbitration award, YOU AND FAYE HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the proceeding be resolved by a judge. The arbitrator may award declaratory or injunctive relief only in favor of the plaintiff/claimant and only to the extent necessary to provide relief warranted by the plaintiff's/claimant’s individual claim.
Regardless of who initiates arbitration for a Dispute, you will always remain responsible for your costs and expenses relating to legal counsel, experts, witnesses, and travel to and from the arbitration. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Streamlined Rules. If you are an individual and have not accessed or used the Services on behalf of an entity, we will reimburse those fees for claims where the amount in dispute is less than $10,000 (unless the arbitrator determines the claims are frivolous), and we will not seek attorneys’ fees and costs in arbitration (unless the arbitrator determines the claims are frivolous). If Faye initiates an arbitration for a Dispute, Faye will pay all administrative fees and costs related to the arbitration, including all professional fees for the arbitrator’s services.
Other than to a party's legal counsel, all aspects of the Dispute and arbitration proceeding, including but not limited to the decision and award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain its confidentiality, unless (and in such cases, only to the extent) otherwise required by applicable Law. However, this paragraph shall not: (a) prevent a party from submitting to a court any information necessary to enforce an arbitration award, or to seek equitable relief; or (b) prevent Faye from sharing aspects of the Dispute and arbitration proceeding (including but not limited to the decision and award of the arbitrator and compliance therewith) with Faye Affiliates, as well as its and their investors, potential investors and acquirers, and other third parties involved in Faye's business (to the extent such third parties have a legitimate interest in knowing).
YOU ACKNOWLEDGE AND AGREE THAT, EVEN IF ANYTHING IN THE JAMS STREAMLINED RULES (OR OTHER JAMS RULES, AS APPLICABLE) PERMIT OTHERWISE:
YOU AND FAYE ARE HEREBY EACH IRREVOCABLY WAIVING THE RIGHT TO A TRIAL BY JURY, AS WELL AS THE RIGHT TO PARTICIPATE (FOR EXAMPLE, AS A CLASS REPRESENTATIVE OR CLASS MEMBER) IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER CLASS-WIDE OR REPRESENTATIVE ACTION OR PROCEEDING, AND THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY; AND
NO ARBITRATION WILL BE JOINED TO ANY OTHER ARBITRATION, AND THE ARBITRATOR MAY NOT CONSOLIDATE ANY INDIVIDUAL PARTY’S DISPUTE WITH ANY OTHER PARTY’S DISPUTE.
OPT-OUT: You can choose to reject this agreement to arbitrate (“Opt-out”) by emailing [email protected] within thirty (30) days after the date you agree to this Agreement for the first time. The Opt-out email you send to us must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number, and email address. Providing an Opt-out notice is the only way you can opt-out of this agreement to arbitrate. If you Opt-out of this agreement to arbitrate, all other provisions of the Agreement will continue to apply, and you will not permitted to invoke this agreement to arbitrate to resolve any Dispute with Faye.
To the extent any provision of this Schedule A is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, you and Faye agree that the provisions of Section 12.6 (Severability) shall apply.