Terms of Third-Party Software Use

These Terms of Third-Party Software Use (the “Terms”) govern your use of any third party software, products, or services through which any Data (as defined below) is or may be shared with us (“Software”). These Terms are a legally binding agreement between the following parties: (i) you, as a user of Software, and the entity or entities you represent or on whose behalf you are accessing or using Software (collectively, “you,” “your,” or “yourself”); and (ii) Crum & Forster (“we,” “us,” or “our”). A “user” is you or anyone who accesses, browses, or in any way uses any Software. By accessing or using any Software:

You acknowledge that you have read, understood, and accept these Terms, our Privacy Policy (which can be found at www.cfins.com/terms), and any additional documents, agreements, or policies referred to in or incorporated into these Terms, whether you are participating as a guest or as a registered user;
You acknowledge and agree that if these Terms have materially changed since you last accessed or used Software, your continued access or use of Software constitutes your acceptance of the changed Terms;
You represent and warrant that you are at least eighteen (18) years of age and have the right, authority, and capacity to accept these Terms on behalf of yourself and the entity or entities you may represent or on whose behalf you are accessing or using Software; and
You consent to receiving communications from us electronically, and you agree that such electronic communications, notices, and postings shall satisfy any legal requirements that such communications be in writing.

DATA SHARING. You hereby authorize: (a) us to receive, store, and review the Data; and (b) any and all relevant third party providers of the Software (“Software Provider(s)”) to collect and share the Data with us. As used throughout these Terms, “Data” shall mean any and all data and information, including without limitation confidential, proprietary, sensitive, personally identifiable, financial, insurance, telemetry, biometric, medical, and personally identifiable data and information and driving records, made available to or accessible by us in any way through or as a result of your use of, or granting of authorization in connection with, Software, whether created or shared by you, a Software Provider, or any other individual or entity, whether or not intentionally, and in whatever form or format. Data may relate directly or indirectly to you or any other individuals or entities including, without limitation, your affiliates, subsidiaries, holding companies, successors, assigns, or your or any of their employees, officers, directors, shareholders, partners, (sub)contractors, agents, vendors, representatives, customers, or clients (collectively, “Related Parties”).You agree that we and the applicable Software Provider(s) may process, aggregate, and de-identify the Data to create "Aggregated Data" (data that does not identify you, your employees, or any specific individual). You agree that we and/or the applicable Software Provider(s) own all right, title, and interest in and to such Aggregated Data and may use, reproduce, modify, license, and distribute such Aggregated Data for any purpose, including but not limited to benchmarking, research, developing new products, and improving our underwriting models, both during and after the term of your relationship with us.

You hereby represent and warrant, with respect to the Data, that you have obtained all proper and necessary authorizations and are fully authorized to make such Data available to and accessible by us and the applicable Software Provider(s). Specifically, you covenant and agree that you have obtained the informed written consent of each of your employees, contractors, and any other individuals whose information is included in the Data (each a “Data Subject”), which consent shall fully address the requirements of all applicable federal, state, and local laws, regulations, and ordinances governing the privacy of personal information including, but not limited to: the Fair Credit Reporting Act (“FCRA”); the Gramm-Leach-Bliley Act (“GLBA”); the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”); the Fair and Accurate Credit Transactions Act of 2003 (“FACTA”); the Driver's Privacy Protection Act of 1994 (“DPPA”); the Federal Wiretap Act and applicable state eavesdropping or wiretapping laws; the California Consumer Privacy Act of 2018 (“CCPA”) and California Privacy Rights Act (“CPRA”); the Virginia Consumer Data Protection Act (“VCDPA”); the Colorado Privacy Act (“CPA”); Illinois’ Biometric Information Privacy Act (“BIPA”); Texas’ Capture or Use of Biometric Identifier Act (“CUBI”); Washington State's law regarding biometric identifiers; New York City Administrative Code §§ 22-1201 – 1205; Massachusetts General Laws ch. 93H; and any other applicable laws regarding biometric data, audio/video recording, or personal privacy. You further represent that such consent permits us and the applicable Software Provider(s) to receive, store, review, and process such Data.
INDEMNIFICATION. You, on behalf of yourself and your Related Parties, hereby agree to indemnify and hold harmless us, our affiliates and subsidiaries, the applicable Software Provider(s), and each of our and their employees, officers, directors, agents, shareholders, and representatives (collectively, “Indemnitees”) from and against any and all losses, liabilities, claims, demands, causes of action, damages, costs, attorneys’ fees, and expenses of every kind and nature (collectively, “Claims”), whether or not covered by insurance, arising out of, resulting from, or caused by, in whole or in part, the use, access, or sharing of any Software or Data including, but not limited to, any Claims alleging or in any way involving: (a) loss of life, bodily injury, invasion of privacy, personal injury, damage to property, loss of person or property, contamination or adverse effects on the environment; (b) your breach of any representation, warranty, or covenant contained in these Terms, including without limitation those regarding obtaining consent from Data Subjects and compliance with applicable privacy laws; or (c) liability for fines, fees, or penalties for violations of any laws, statutes, ordinances, codes, rules, regulations, or standards applicable to any products or services performed or provided by us or any other Indemnitees or a Software Provider. You also agree to indemnify and hold the Indemnitees harmless from and against any use or access of Software that renders damages to any third parties that may be impacted by your use or access of such Software. All obligations to indemnify, defend, and hold the Indemnitees harmless shall survive the termination of these Terms and your discontinued use of or access to any Software.
NO DUTIES OR LIABILITY. You hereby acknowledge and agree that neither the sharing of Data with us nor your use or access of any Software will or is intended to: (a) reduce any of your obligations, duties, or burdens with respect to such Data in any way; or (b) replace any training or education that you may wish or need to provide for yourself or your personnel or any others. You bear full responsibility for your own Data and any actions that you should or should not take in connection with or as a result of having such Data. You are responsible for maintaining the security and confidentiality of any usernames, passwords, API keys, or other credentials used to access the Software or authorize the sharing of Data. You agree to notify us and the applicable Software Provider immediately if you suspect any unauthorized use of your credentials or any other security breach that may impact us or the applicable Software Provider. Neither we nor any Software Providers are liable for any loss or damage arising from your failure to comply with this security obligation. You further understand and agree that: (i) neither we nor any Software Providers shall be held liable to any extent for any alleged improper or incorrect use of, or failure to use, Data and that you assume all responsibility for any use or failure to use any Data; and (ii) we shall not be obligated or expected to communicate with you or take any action whatsoever upon, with respect to, or as a consequence of receiving or gaining access to any Data. No responsibility is assumed by us for the access to or possession of Data or for the discovery or elimination of hazards or risks which could possibly cause accidents or damage. In no event shall we or any Software Providers be liable for any damages, however caused and under any theory of liability, arising in any way out of the use, non-use, or possession of Data or the use of or access to Software, even if advised of the possibility of such damages. You agree to defend, indemnify, and hold all Indemnitees harmless from and against any and all Claims in any way arising out of or related to the Data or your use or access of Software. Further, in no way do we or any Software Providers warrant, support, or endorse any Software or warrant that access to or use of any Software will be uninterrupted or free of errors or omissions, nor can we or do we guarantee the privacy, security, authenticity, or non-corruption of any Software or any Data or other information that may be transmitted through or stored in the Software or any other system connected to the Internet. You understand that the performance, reliability, and safety of Software and the Internet depend upon the Software Provider and various other third party vendors over which we have no control, and that service outages and other unintended or negative issues may occur from time to time.
ASSIGNABILITY. This Agreement, and all of our rights and obligations hereunder, are assignable by us. Neither this Agreement nor any of your rights or obligations hereunder are assignable or transferable by you.
RELATIONSHIP TO OTHER AGREEMENTS. You agree that you remain fully subject to the terms and conditions of your existing terms of service or any other agreements with Software Providers and that these Terms and Conditions do not and are not intended to replace, amend, or supersede any of those agreements. These Terms are solely intended to supplement any such other agreements to which you might be a party; provided, however, that in the event of any conflict between these Terms and any such other agreements, these Terms shall control.
MISCELLANEOUS. You acknowledge that a breach of your obligations regarding Data authorizations, privacy compliance, or the security of the Software would cause us and/or the Software Provider(s) irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, you agree that we and/or the Software Provider(s) shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the requirement to post a bond, in addition to any other remedies available at law. These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to its choice of law provisions. You hereby consent and submit to the jurisdiction and forum of the state and federal courts in the State of New Jersey in all questions and controversies arising out of this Agreement.