This Cloud Services Agreement (this “Agreement“) is a binding contract between you (“Customer,” “you,” or “your“) and CoverTree Inc (“Provider,” “we,” or “us“). This Agreement governs your access to and use of the Cloud Services.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “GET QUOTE” BUTTON BELOW OR BY ACCESSING OR USING THE CLOUD SERVICES (the “Effective Date“). BY CLICKING ON THE “GET QUOTE” BUTTON BELOW OR BY ACCESSING OR USING THE CLOUD SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SELECT THE “GET QUOTE” BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE CLOUD SERVICES.

1. Definitions.
   1. “Authorized User” means Customer and any individuals (i) who are authorized by Customer to access and use the Cloud Services under the rights granted to Customer pursuant to this Agreement.
   2. “Cloud Services” means the services provided by Provider under this Agreement that are detailed on Provider’s website available at covertree.com and reflected in the Customer’s order.
   3. “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Cloud Services.
   4. “Documentation” means Provider’s end user documentation relating to the Cloud Services available at covertree.com.
   5. “Provider IP” means the Cloud Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Cloud Services, but does not include Customer Data.
   6. “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Cloud Services.
2. Access and Use.
   1. 1. 1. Provision of Access. Subject to the terms and conditions of this Agreement, Provider hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Cloud Services during the Term solely for your use of the Cloud Services in accordance with the terms and conditions herein.
         2. Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation solely in connection with your use of the Cloud Services.
         3. Adoption of and Consent to Electronic Signature. You understand that your electronic signature may be used in the course of utilizing the Cloud Services to purchase one or more products that we offer.  As a condition of this Agreement, you expressly consent to the use of your electronic signature where indicated and agreed to by you, in accordance with all applicable laws thereto, and further adopt the electronic symbol used in connection with your e-signature for the sole purpose of utilizing and purchasing products through the Cloud Services.
         4. Fair Credit Reporting Act Background Check Disclosure. By proceeding to use the Cloud Services, you authorize CoverTree to seek, in connection with your application for insurance and underwriting thereof, background information about you from a consumer reporting agency. This information may be in the form of both consumer reports and investigative consumer reports.
            Consumer reports include any written, oral, or other communication of information by a consumer reporting agency bearing on your credit standing, character, general reputation, and other personal characteristics that is expected to be used for employment purposes.  Consumer reports may include credit reports, criminal records, and driving records, among other resources.  These reports may be obtained, in connection with such underwriting, at any time after CoverTree receives authorization from you.
            You have the right to request information from CoverTree about the nature and scope of any investigative consumer report on you that is requested by CoverTree. The request must be made in writing and within a reasonable period of time after you have received this disclosure.]
         5. Electronic Delivery. By consenting to electronic delivery, you accept and agree to the following:
            1. To receive all available billing documents applicable to your selected policies, including, but not limited to, statements, notices and correspondence (collectively, “billing documents”) via electronic delivery. There may be some documents that we cannot deliver electronically due to legal and/or technological constraints. These documents will be delivered to you via United States Postal Service (USPS) to your postal address.
            2. As billing documents become available, we will send you a notification by email containing the security-enabled Internet address (URL) where the materials can be viewed, downloaded and printed. It is your responsibility to log in to view your bills and billing-related documents. We will only deliver bills and billing-related materials to the policyholder.
            3. Billing documents will be made available in PDF or HTML format, so you must have a valid email account, access to an Internet browser and Adobe software (this software is available for download free of charge at www.adobe.com). The billing documents will be available for a limited period of time. We recommend that you print or save a copy for your permanent records. If you wish to print billing documents, you must also have access to a printer.
            4. You will maintain a valid, current email address and immediately notify us any of change in your email address. We are not responsible for problems arising from emails sent to an inactive or out-of-date email address that you provided to us.  If an email is returned to us as undeliverable, we will notify you to update your email address through www.covertree.com. We will also resend the email. If it is returned once again as undeliverable, and there is no other active email address of a named insured associated with the policies attached to your selected billing account as explained below, we will presume that you have withdrawn your consent, you will be unenrolled in Paperless Billing, and all available billing documents will be sent to you via the United States Postal Service (USPS) to your postal address. Note that you will always have the ability to access www.covertree.com and view your billing documents on demand.
            5. Your consent to enrollment in Paperless Billing will remain in effect for each selected policy until termination or cancellation of the policy, or until you revoke your consent. Electronic delivery will remain in effect following any policy modification or renewal.
            6. We are not required to deliver information electronically and may discontinue electronic delivery in whole or in part at any time.
            7. You may update your information, such as your email address and delivery preferences, at any time by logging into www.covertree.com.
         6. One-Time and Recurring Payments. Upon your purchase of any product through the Cloud Services, you authorize us to use a third party to process related and authorized one-time or recurring bank payment withdrawals or payment card charges. Payments made after 6:30 p.m. Eastern Time may be posted on the next business day.  You agree to have the (a) Funds available in the designated bank account on the payment date, whether or not the date falls on a business day (Note: It may take 3-5 business days for your bank account to reflect the payment.); or (b) Funds available in the designated Payment Card account on the payment date, whether or not the date falls on a business day.
            1. Payments Not Honored. One-time or automatic bank payment withdrawals that are not honored for reasons such as insufficient funds may be resubmitted at our discretion. If we are unable to electronically withdraw the funds from your bank account or charge the payment to your payment card, any corresponding payment posted in good faith will be reversed from your policy and a cancellation notice may be issued.
            2. Removal from Automatic Payments. If a payment is not honored, we may remove your policy from the automatic payment method.
            3. Excessive Returned Payments or Stopped Drafts/Charges. If we receive multiple returned automatic payments, your policy may become ineligible for the automatic payment process, set at our discretion.
            4. Policy Cancellation. Regarding cancellation notices: If we send you a cancellation notice for the designated policy, we will not process an Automatic Payment withdrawal or charge for the amount due. To continue your coverage, you must pay the amount due by another method. Contact us at (877) 417-8733 during normal business hours for assistance.
               NOTE: If we receive a request to cancel the policy, please check the status of the outstanding billing statement at that time. We will discontinue future automatic payments once we process the request to cancel the policy; however, it is possible that an automatic bank payment withdrawal or payment card charge may be processed about the same time as the policy cancellation.
            5. Discontinuing Automatic Payments. Your authorization for automatic payments remains in effect until we have received written notice from you of its termination, in such time and manner as to afford us a reasonable opportunity to act upon it. To discontinue automatic payments, update your account on this site or send a signed, written request addressed to CoverTree, 1555 Broadway Street, Floor 3, Detroit, MI 48226. Written notice should contain your policy number and your request to stop the automatic withdrawals or charges. Please print and sign your name and date the request.
               NOTE: Please allow up to two weeks for processing your request. Withdrawals scheduled within two weeks after your request may still take place. If you are signed up to have your payments automatically withdrawn electronically and decide to request a cancellation of your policy, please check the status of your outstanding bills at that time. Although we will discontinue future automatic withdrawals or charges once we process your request to cancel your policy, it is possible that an automatic withdrawal or charge may have begun to process around the same time as the policy cancellation.
         7. Use Restrictions. You shall not use the Cloud Services or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Cloud Services, any software component of the Cloud Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Cloud Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Cloud Services, in whole or in part; (iv) remove any proprietary notices from the Cloud Services or Documentation; or (v) use the Cloud Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
         8. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Cloud Services and collect and compile data and information related to Customer’s use of the Cloud Services to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Cloud Services (“Aggregated Statistics“). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You acknowledge that Provider may compile Aggregated Statistics based on Customer Data input into the Cloud Services. You agree that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
         9. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
         10. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Cloud Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any other Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Cloud Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Cloud Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension“). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Cloud Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Cloud Services as soon as reasonably possible after the event giving rise to the Cloud Services Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
      3. Customer Responsibilities.
         1. Website Terms of Use. The Cloud Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in Provider’s website Terms of Use (“TOU“) , as may be amended from time to time, which is incorporated herein by reference. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on www.covertree.com from time to time, including the TOU.
         2. Account Use. You are responsible and liable for all uses of the Cloud Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Cloud Services and shall cause Authorized Users to comply with such provisions. 
         3. Customer Data. You hereby grant to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Cloud Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.
         4. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Cloud Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
         5. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Cloud Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.
      4. Service Levels and Support.
         1. Service Levels. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Cloud Services available to you.
      5. Provider’s Compensation. Customer acknowledges that Provider is acting as a licensed agent for Markel American Insurance Company (“Markel”) and may receive compensation from Markel in connection with providing the Cloud Services to you.    
      6. Privacy Policy. Provider complies with its privacy policy (“Privacy Policy“), in providing the Cloud Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Cloud Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
      7. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Cloud Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any Authorized User sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Cloud Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
      8. Limited Warranty and Warranty Disclaimer. 
         1. Provider warrants that it provides Cloud Services using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
         2. Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Cloud Services are in compliance with the TOU.
         3. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), THE CLOUD SERVICES ARE PROVIDED “AS IS” AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE CLOUD SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 
      9. Indemnification.  Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses“) arising from or relating to any Third-Party Claim based on Customer’s or any Authorized User’s negligence or willful misconduct or use of the Cloud Services in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
      10. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER IN CONNECTION WITH THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.  
      11. Term and Termination. 
          1. Term. The term of this Agreement begins on the Effective Date and continues until terminated. 
          2. Termination. In addition to any other express termination right set forth in this Agreement:
             1. Provider may terminate this Agreement, for any reason upon 30 days’ advance notice. You may terminate this Agreement for any reason upon 60 days’ advance notice.
             2. either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or
             3. either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
          3. Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Provider IP. 
          4. Survival. This Section 11(d), Sections 5, 6, 9, 10, 12, 13, and 14, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.
      12. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on www.covertree .com or by direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Cloud Services after the effective date of the modifications will be deemed acceptance of the modified terms. 
      13. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan, in each case located in the City of Pontiac and County of Oakland, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 
      14. Miscellaneous. This Agreement, CoverTree’s Terms of Use, and any other document incorporated herein constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at www.covertree.com and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Cloud Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.