Online Resources
Terms of Use

(last revised August 15, 2023)

Welcome

Welcome! We are The Gray Insurance Company. We are a Louisiana-based insurance provider with operations throughout the United States of America. We put together these Online Resources Terms of Use (these “Terms of Use”) to provide important information about the digital resources we make available to end-users over the Internet (our “Online Resources”) and what terms and conditions govern their authorized use. If you are looking for other information, you can learn more about us by visiting our main website located at: https://www.grayinsco.com.

At The Gray Insurance Company, we specialize in supporting companies that operate in the construction, energy, and transportation industries. With over 60 years of experience insuring business customers in those industries, our vision is to be the leader in our market by changing how people think about insurance. We work to realize this vision by offering exceptional products and services and providing value through a workforce inspired to serve our customers and communities.

We see technology as a key driver of our ongoing improvement efforts. So, we continue to invest in our Online Resources, which we provide on our own behalf and on behalf of our subsidiaries and other affiliates (collectively, our “Affiliates”). Our Online Resources include a variety of helpful items for our customers, potential customers, and other stakeholders. For example, authorized end-users can utilize standardized forms and information sharing tools, among other things. These items serve diverse functions but can be separated into two main groups, namely features end-users can access without a user account (“Publicly Accessible Features”) and features end-users can only access with a user account or other special permission (“Restricted Access Features”). We use this distinction to tailor appropriate access and use rules, which are discussed in more detail below.

We provide our Online Resources to end-users like you subject to each end-user’s—including your—agreement to and compliance with these Terms of Use. For this reason, to legally use our Online Resources, you must review, accept, and comply with these Terms of Use. These Terms of Use govern your use of our Online Resources and create a binding contract between you (and any person you are representing) and us (The Gray Insurance Company). So, please read these Terms of Use carefully and make sure you can comply before you start using any of our Online Resources. In addition, please review and follow any other requirements that apply to your use of our Online Resources, such as your obligations under a separate contract or applicable law.

We formatted these Terms of Use to make the text easier for end-users to review. You are expected to comply with all the given terms and conditions. So, please read everything carefully at least once before using our Online Resources and stay up to date on changes we publish from time to time. If you have questions or feedback for us, please see the contact information at the end of these Terms of Use.

 

 

Introduction

These Terms of Use are written in an accessible style and should be read and interpreted accordingly.

We value transparency and believe clear expectations start with clear communication. To enhance clarity, we wrote these Terms of Use in an accessible style that avoids unnecessary lawyer-speak (sometimes called “legalese”) and other kinds of obscure language commonly found in legal documents. These Terms of Use should be read and interpreted accordingly, keeping in mind the drafter’s intention to simplify nuanced legal concepts and improve readability for professionals in our target industries.

These Terms of Use adopt certain interpretation rules to make the text shorter and easier to read.

We utilized best practices when drafting these Terms of Use to improve readability for anticipated end-users and to communicate clear expectations for each end-user’s—including your—permitted use of our Online Resources. For example, these Terms of Use rely on certain interpretation rules to make the text shorter and easier to read. Some of those interpretation rules are detailed in the following list and others are stated elsewhere in these Terms of Use.

  • Party Pronouns: To make the text easier to read, these Terms of Use often utilize pronouns instead of repeating party labels, so:
    • when the pronouns “we”, “us”, or “our” are used, “The Gray Insurance Company” is meant as the referent; and
    • when the pronoun “you” is used, both the reader end-user and any person that individual helps or represents when using our Online Resources are collectively meant as the referent.
  • Definitions: To make the text shorter without losing meaning, we utilize capitalized terms with stated definitions, which generally apply throughout these Terms of Use. Uncapitalized terms have their common meanings in a business context, which we sometimes clarify to avoid ambiguity.
  • Word Use Conventions: In these Terms of Use:
    • “or” is not exclusive;
    • “will” means “shall” in the context of obligations;
    • “promptly” means “as soon as is reasonably possible but within five business days”;
    • words like “including” are deemed to be followed by the words “without limitation”;
    • references: (1) to sections mean sections in these Terms of Use, (2) to a contract, instrument or other document means its validly amended, supplemented, and modified version, and (3) to a statute or rule means such statute or rule as amended and finally interpreted by relevant authorities, like successor legislation, promulgated regulations, and conclusively binding rulings; and
    • words denoting the singular have a like meaning when used in the plural, and vice-versa.

These interpretation rules generally apply throughout these Terms of Use, except where the text or context clearly requires otherwise.

These Terms of Use cover all of our Online Resources, broadly speaking.

These Terms of Use apply broadly to all of our Online Resources, including any made available on or after the publication date of these Terms of Use. The term “Online Resources” includes resources that we:

  • own or license from others;
  • provide directly or indirectly, such as through third-party technology and service providers not affiliated with us (“Third-Party Providers”), on our own behalf or on behalf of our Affiliates; and
  • make available for access over the Internet.

For clarity, references to our Online Resources in these Terms of Use include any Online Resource file, information, or other item that is downloaded or otherwise copied for later use offline (“Downloaded Materials”). For clarity, Downloaded Materials may include mobile applications and other downloadable software.

Our Online Resources include websites and related applications, content, information, intellectual property, and other resources.

Our Online Resources include the specific resources described in the table below.

Component

Description

Main Website

The Gray Insurance Company’s main website (www.grayinsco.com).

Affiliate Websites

The Gray Insurance Company websites for its Affiliates, including websites for:

  • The Gray Casualty & Surety Company (www.graysurety.com);
  • Gray Specialty (www.grayspecialty.com); and
  • Gray Surplus Lines Insurance Company (www.graysurpluslines.com).

Online Applications

The proprietary software applications, including Software-as-a-Service (SaaS) applications, accessible through or incorporated into the Main Website or an Affiliate Website, including:

  • Find an Agent
  • Find a Broker
  • Report a Claim
  • Customer Portal
  • Request Access

Online Content

The images, text, videos, and other content accessible through or incorporated into the Main Website, an Affiliate Website, or an Online Application, including:

  • Customer Applications
  • Online Forms
  • Online Notices
  • Newsletters (Opt-In)

Online Data

The data and other information accessible through or incorporated into the Main Website, an Affiliate Website, an Online Application, or any Online Content.

Online Resource IP

The trade secrets, trademarks, copyrights, and other intellectual property rights embodied in or associated with the Main Website, an Affiliate Website, an Online Application, any Online Content, or any Online Data.

 

We are not responsible for Third-Party Resources.

The term “Online Resources” excludes Third-Party Resources. “Third-Party Resources” means any resources provided on behalf of a Third-Party Provider or another third party that is not our Affiliate, including linked websites, applications, content, data, other materials, and associated features, functionality, information, and intellectual property. We are not responsible for Third-Party Resources, do not provide any warranties for Third-Party Resources, and cannot commit to supporting Third-Party Resources. Our Online Resources content may contain links to third-party websites, resources, and content, which are only provided for your convenience. Links and content may include, for example, reports, banner advertisements, and sponsored links. We do not control the contents of those Third-Party Resources and have no responsibility for them or for any damage that they may cause. If you decide to access any Third-Party Resources, you do so at your own risk and subject to their terms of use and privacy policies.

These Terms of Use comprise all terms and conditions stated in this document or incorporated into this document by reference.

All references to these “Terms of Use” include all terms and conditions stated in this document and all other terms or conditions incorporated into this document by reference. For clarity, these Terms of Use include our Online Privacy Notice located at: https://grayinsco.com/privacy-policy/ . You are responsible for reviewing these documents in full to determine the extent of your rights and obligations before using any of our Online Resources. Your failure to review any part of these Terms of Use (including linked documents) does not lessen or relieve you of your stated obligations or related liability.

These Terms of Use may supplement a Separate Contract that applies to your use of our Online Resources.

We license our Online Resources to our Customers and Third-Party Providers for use by their respective personnel under separate contracts (each, a “Separate Contract”), so a Separate Contract may apply to your use of our Online Resources. If you are using our Online Resources as a representative, you may be subject to additional obligations under the applicable Separate Contract and you are responsible for checking with the appropriate company contacts to determine what those obligations entail. To the extent there is any material conflict among terms, the applicable Separate Contract supersedes these Terms of Use to the extent necessary to resolve that conflict. Otherwise, these Terms of Use apply in full to all individual end-users of our Online Resources, regardless of their affiliation or acting capacity.

These Terms of Use, together with any applicable Separate Contract, constitute the entire agreement that governs your use of our Online Resources.

These Terms of Use, together with any applicable Separate Contract, constitute the sole and entire agreement between you (including any person you represent) and us (The Gray Insurance Company) with respect to the subject matter of these Terms of Use. Accordingly, these Terms of Use, together with any applicable Separate Contract, supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or verbal, with respect to that subject matter.

These Terms of Use benefit our Affiliates.

These Terms of Use cover Online Resources that we host or manage on behalf of our Affiliates, so our Affiliates are third-party beneficiaries under these Terms of Use. There are no other third-party beneficiaries unless these Terms and Conditions explicitly state otherwise.

Legal Effects

These Terms of Use are legally binding and govern your use of our Online Resources.

These Terms of Use are legally binding and govern your use of our Online Resources. In these Terms of Use, phrases like “use of our Online Resources” are meant to apply broadly to all the ways a person or technology may access, alter, benefit from, interact with, monitor, or otherwise use our Online Resources, whether in whole or in part, directly or indirectly, successfully or unsuccessfully. For example, you are considered to “use” our Online Resources when you do any of the following activities (broadly construed):

  • access, interact with, or navigate any Publicly Accessible Features, such as through your internet browser, a mobile application, or other technical means;
  • capture, copy, display, download, print, process, share, or transfer any Online Content, Online Data, or other information or materials sourced from our Online Resources;
  • connect, interface with, or link to any of our Online Resources;
  • submit an online application, online form, or other communication on or through our Online Resources;
  • give us information about you or others for subsequent use or processing on our Online Resources, such as by separately providing us with data or documents for upload;
  • electronically communicate with us about our Online Resources, such as by providing feedback or requesting information or support via our posted contact information;
  • indirectly access or utilize our Online Resources, such as by way of third-party applications, automated means, or individual representatives; or
  • subsequently use any Online Content, Online Data, or Online Resource IP in your custody or control following any of the foregoing activities, including any Downloaded Materials or other files or screen captures stored on your device.

The list is illustrative, not exhaustive. It is meant to demonstrate that these Terms of Use have a broad scope of application regarding any end-user’s—including your—use or attempted use of our Online Resources.

These Terms of Use also apply to any person you are representing when you use our Online Resources.

Each end-user’s use of our Online Resources is deemed to include any activities done as a representative for another individual or entity. So, even though these Terms of Use may refer to “you” to make the text easier to read, references to “you” apply to both the reader and others the reader helps or represents when using the Online Resources.

You should review these Terms of Use closely before using our Online Resources.

These Terms of Use summarize each end-user’s—including your—legal rights and obligations regarding our Online Resources. Before you start using our Online Resources, make sure you review and understand these Terms of Use. Likewise, before you help anyone else to use our Online Resources, make sure that person reviews and understands these Terms of Use. Although our support team can help you with basic information about our Online Resources, they cannot explain what these Terms of Use mean in a legal sense. If you have those types of questions, you should consult your attorney in advance.

You accept these Terms of Use by using our Online Resources, or otherwise demonstrating your consent.

You demonstrate to us that you accept these Terms of Use by using our Online Resources or otherwise demonstrating your consent, such as by electronically signing these Terms of Use. We rely on these demonstrations to provide you access to our Online Resources. Thus, these Terms of Use form a binding contract between you and us (The Gray Insurance Company) when you start such use or otherwise demonstrate your consent, whichever occurs first.

Your acceptance of these Terms of Use is deemed acceptance by any person you are representing.

These Terms of Use are also legally binding on all persons that you are helping or representing when you use our Online Resources. By using our Online Resources in an advisory or representative capacity or electronically signing these Terms of Use in such capacity, you demonstrate to us that you have authority to accept these Terms of Use on behalf of the represented person, and you affirmatively do so. We rely on these demonstrations to provide you with access to our Online Resources. However, we reserve the right (not an obligation) to require you to provide additional evidence of your authority to act as someone else’s representative.

You are responsible for the consequences of misrepresenting or exceeding your authority to represent another person under these Terms of Use.

You are responsible for any consequences or liability associated with exceeding or misrepresenting your authority when you agree to these Terms of Use or use our Online Resources on another person’s behalf. You agree to indemnify, defend, and hold harmless Gray Insurance Indemnitees (including us) from and against any third-party demand or cause of action based on your lack of or improper use of such authority.

You may not use any of our Online Resources if you do not accept these Terms of Use on your own behalf and on behalf of any person you are representing.

IF YOU DO NOT AGREE TO AND ACCEPT THESE TERMS OF USE OR DO NOT HAVE AUTHORITY TO AGREE TO AND ACCEPT THESE TERMS OF USE ON BEHALF OF A PERSON YOU PURPORT TO REPRESENT, YOU ARE NOT ALLOWED TO USE ANY OF OUR ONLINE RESOURCES IN ANY WAY (INCLUDING BY GIVING US ACCESS TO INFORMATION TO FACILITATE FURTHER USE). Both your acceptance of these Terms of Use and your compliance with these Terms of Use are conditions to your permitted use of our Online Resources. If at any time those conditions are not satisfied, your use is not permitted and must stop. Using our Online Resources without our permission is legally prohibited, and we reserve all rights and remedies we are entitled to under these Terms of Use, any applicable Separate Contract, or applicable law.

We have a right to change these Terms of Use but will attempt to notify you so you can determine whether you want to continue using our Online Resources subject to those changes.

We may change these Terms of Use at any time, but such changes will only apply following their implementation on a going-forward basis. While we do not need your permission to make future changes, changes will not apply to you until we provide you with a change notice. We will provide you with a change notice using one or more methods intended to give you actual notice, like posting the change on our Main Website or sending you an email. However, you agree actual notice is not required if we take reasonable steps to notify you. We expect you to check your User Account and provided contact e-mail account often, so you can review change notices in a timely manner; and you agree this expectation is reasonable.

You may not continue to use our Online Resources if you do not accept our future changes to these Terms of Use.

Your continued use of our Online Resources after we notify you of changes to these Terms of Use demonstrates your agreement to and acceptance of the change. As a result, the change will be deemed a binding amendment to the contract embodied by these Terms of Use. IF YOU DO NOT AGREE TO AND ACCEPT OUR FUTURE CHANGES TO THESE TERMS OF USE, YOU MAY NOT USE OUR ONLINE RESOURCES AFTER THOSE CHANGES GO INTO EFFECT. However, for clarity, this restriction is not meant to override any contrary terms in a Separate Contract that applies to your use.

Basic Requirements

You may not use our Online Resources if you do not, or at any point in time fail to, satisfy all STATED requirements.

You must satisfy all requirements stated in these Terms of Use to have our permission to use our Online Resources. If you do not satisfy, or at any point in time fail to satisfy, such requirements, your use is not permitted and must immediately stop.

You must satisfy basic eligibility criteria to use our Online Resources, including Publicly Accessible Features.

Before you begin using our Online Resources, including by navigating the Publicly Accessible Features, make sure you are eligible to do so. To be eligible to use our Online Resources, you must:

  • be at least 18 years old;
  • be a US resident; and
  • have legal capacity to consent to these Terms of Use or be legally represented by someone else who can (and does) provide ascribed consent.

You must satisfy these requirements to comply with our acceptable use policies and compliance obligations under applicable law. By using our Online Resources, you demonstrate to us that you satisfy such requirements. We rely on that demonstration to provide you with access to our Online Resources, and you agree that reliance is reasonable. If you do not satisfy all requirements, you must receive a written requirements waiver from one of our authorized representatives before you use the Online Resources. For inquiries about such waivers, please contact helpdesk@grayinsco.com.

You must satisfy additional eligibility criteria to use Restricted Access Features.

To be eligible to sign up for and access Restricted Access Features, you must satisfy additional requirements, including the following:

  • you must be an employee, agent, or other authorized representative of an actual or potential Customer, Third-Party Provider, or other person that has an ongoing business relationship with us; and
  • you must not be an employee, agent, or other stakeholder of any person that directly competes, or is likely to directly compete, with us or any of our Affiliates in the market for similar products and services.

This list of additional requirements is not exhaustive, and you may also have to satisfy other requirements, whether those requirements are discussed elsewhere in these Terms of Use, provided to you during the user account sign-up process, or communicated to you later as part of a modification to these Terms of Use or related policies.

Sign-Up

You sign up for access to Restricted Access Features by creating a User Account.

You must have a user account (a “User Account”) to access Restricted Access Features. If you qualify, our support team will help to set up a User Account for you.  Simply follow the instructions provided by our support team or the sign-up portal to create your User Account. The sign-up process collects information about you, links your User Account to relevant stakeholder accounts and resources, authenticates your identity, obtains your acknowledgement or consent to required legal notices, and sets your initial account information. We expect you to monitor your User Account so you can timely respond to messages, notices, and changes, and you agree that expectation is reasonable.

To create a User Account, you need to disclose information about you and others.

The sign-up portal asks for information about you, so make sure you have that information handy before you start the sign-up process. The requested information includes data that will help us to verify your identity (“Identification Data”), such as your name, your date of birth, and your contact information. The sign-up portal may also ask you to provide other personal data about you to help us to provide special features or improve your online experience. The requested information is necessary to create a User Account and move forward in the sign-up process.

We follow our privacy policies for the personal data you provide to us.

We will only process personal data you provide us in accordance with our privacy policies as detailed in our Privacy Notice, which is located at https://grayinsco.com/privacy-policy/. Our Privacy Notice explains how we and our Affiliates collect, store, protect, use, transfer, and retain data about you and other individuals. The notice also provides some information about your privacy rights. You should review and understand the Privacy Notice before creating a User Account or otherwise giving us personal data about you or others, because your ongoing consent to its stated policies is necessary to use our Online Resources or otherwise provide us with personal data. Like these Terms of Use, you demonstrate to us that you consent to our Privacy Notice’s stated polices by using our Online Resources and you consent to any future change we make to our Privacy Notice by using our Online Resources after those changes take effect.

You authorize us to take steps to verify your identity and authority.

We may use our personnel, a third-party vendor, technical means, or other lawful methods to confirm your identity and your authority to act as another person’s representative. You agree to cooperate with us and our third-party vendor to complete the confirmation process, such as by providing accurate information and authentic documents, as requested. You also consent to our third-party vendor sharing the outcome of its independent verification process with us.

Once sign up is complete, you will have access to some Restricted Access Features through your User Account.

You will have access to some Restricted Access Features once you finish the sign-up process and your User Account is activated. All Restricted Access Features are subject to availability, and we may modify, replace, or remove any features at any time in our discretion. We are not required to provide or support any specific features, unless explicitly stated otherwise in a Separate Contract.

Once the User Account is complete, you will begin to receive alerts.

The Restricted Access Features may include customizable alerts. We may alert you via text message, call, email, or push notification with relevant information. Alerts are automated and will send when established criteria are met. If you disable any of these alerts, you may miss important notices or opportunities.

You consent to electronic communications by providing us your contact information.

Your use of the Online Resources may require that you send and receive different forms of electronic communications with us and our support team (“E-Communications”), like e-mail communications, text messages, and phone calls. E-Communications are subject to our Privacy Notice, and, by accessing or using the Online Resources and providing us with information about how to contact you via E-Communications (such as, your phone number or e-mail address), you demonstrate your consent to receive E-Communications as well as your consent to the following terms:

  • E-Communications may be recorded, stored, and reviewed for quality assurance and training purposes;
  • E-Communications may contain your personal data or data associated with a person you represent, and you acknowledge and accept the risks inherent in transmitting that information via E-Communications; and
  • we or someone acting on our behalf may contact you through the phone number you provide, including calls and text messages, to receive informational or product- or service-related communications (such as, progress tracking, reminders, etc.) that may contain your personal data (message and data rates may apply).

You may opt-out of some E-Communications and continue to access or use the Online Resources by following the opt-out instructions in such communications. We may confirm your opt out by text message. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the service that most recently sent you a message. Please note, by withdrawing your consent, some features and certain services may no longer be available to you. Keep in mind that if you stop receiving text messages from us, you may not receive important and helpful information and reminders about the Online Resources or related products and services.

Some Restricted Access Features require a Separate Contract.

Although you will have access to some Restricted Access Features after your User Account is activated, other Restricted Access Features require special authorization. For example, some Restricted Access Features are only available to our current Customers’ authorized representatives and may require linking your account to the Customer’s administrative account under a Separate Contract.

Permissions

Your permission to use the Publicly Accessible Features is limited.

Your permitted use of Publicly Accessible Features is limited and subject to these Terms of Use. Subject to your acceptance of and compliance with these Terms of Use, we permit you to access and use the Publicly Accessible Features through your internet browser for the purposes of reviewing information about us, or our Affiliates, products, or services, or otherwise utilizing end-user functionality we make available to you. This permission does not include any right to use Online Content, Online Data, or Online Resource IP for any other purpose. For clarity, this permission is conditional, non-exclusive, non-transferable, and revocable.

You’ll have a limited license to use some Restricted Access Features after signing up for a User Account.

Subject to these Terms of Use, and after the sign-up process is complete, we grant you a limited, conditional, non-exclusive, non-transferable, revocable license to access and use the Restricted Access Features we make available to you for your non-commercial use strictly in accordance with written documentation and policies. Your license to the Restricted Access Features may be subject to further requirements and restrictions under a Separate Contract.

We may modify our Online Resources from time to time.

We may from time to time in our sole discretion develop and provide technology updates, which may include upgrades, bug fixes, patches, other error corrections, or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features or functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any features or functionality. For software components of Downloaded Materials, based on your device settings, when your device is connected to the Internet either:

  • the software will automatically download and install all available Updates; or
  • you may receive notice of or be prompted to download and install available Updates.

You must promptly download and install all Updates. You acknowledge and agree that the software or portions of the software may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Online Resources and subject to these Terms of Use.

We reserve all rights in our Online Resources not expressly granted to you.

You hereby acknowledge that we own or exclusively license our Online Resources. You acknowledge and agree that any Online Resource you have access to is provided under license, and not sold, to you. You do not acquire any ownership interest in our Online Resources under these Terms of Use or any other rights to our Online Resources other than to use them in accordance with the explicit permissions granted to you, and subject to these Terms of Use’s requirements and restrictions. We, and our licensors and technology providers, reserve and shall retain all right, title, and interest in and to the Online Resources, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Use or a Separate Contract.

This license does not provide for special government rights.

The information technology components of our Online Resources constitute commercial computer software, as that term is defined in 48 C.F.R. § 2.101. Accordingly, if you are or are representing any US government agency or its contractor, you receive only those rights with respect to our Online Resources as are granted to all other end-users under license, in accordance with: (i) 48 C.F.R. §§ 227.7201 to 227.7204, with respect to the Department of Defense and their contractors, or (ii) 48 C.F.R. § 12.212, with respect to all other US government licensees and their contractors. This restriction also extends to similar limitations for other government agencies under other laws, including state and local laws.

We are not responsible for Third-Party Resources.

Our Online Resources may display, include, link to, or make available Third-Party Resources. You acknowledge and agree that we are not responsible for Third-Party Resources, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, security, quality, or any other aspect. We do not assume and will not have any liability or responsibility to you or any other person for any Third-Party Resources. Third-Party Resources and links to those materials are provided solely as a convenience to you, and you access or use them entirely at your own risk and subject to such third parties’ terms and conditions.

We may collect additional information from your use of our Online Resources.

You acknowledge that when you access, download, install, or otherwise use our Online Resources, we may use automatic means (including, for example, cookies and web beacons) to collect information about your device and about your use. You also may be required to provide certain information about yourself as a condition to using our Online Resources, and our Online Resources may provide you with opportunities to share information about yourself with others, including Customers or Third-Party Providers. All information we collect through or in connection with our Online Resources is subject to our Privacy Notice (https://grayinsco.com/privacy-policy/).

Responsibilities

Your permission to use our Online Resources depends on you fulfilling your responsibilities.

You may continue to use our Online Resources only if you continue to fulfill your responsibilities under these Terms of Use. If we suspect that you are not doing so, we may end or suspend your use immediately and without warning. Some of your responsibilities may also last after your use of the Online Resources ends as discussed in these Terms of Use. For clarity, your responsibilities under these Terms of Use are binding legal obligations that can be enforced through legal proceedings.

You agree that you will not disclose Confidential Information that you have access to.

You may have access to our or our Affiliates’ confidential information that we make available through our Online Resources (“Gray Insurance Confidential Information”), such as content that is only available to participating Customers and their authorized representatives. You may also have access to Third-Party Providers’ confidential information (“Third-Party Confidential Information”), such as software and content available through Third-Party Resources. These Terms of Use refer to Gray Insurance Confidential Information and Third-Party Confidential Information together as “Confidential Information” for easy reference. “Confidential Information” includes any information that we, our Affiliates, or Third-Party Providers reasonably consider to be confidential or proprietary. Confidential Information does not include information that is publicly available, assuming you (or anyone acting on your behalf) did not cause the information to be made publicly available.

You agree that you will not disclose Confidential Information to any other person unless a Separate Contract permits disclosure. You also agree to take reasonable steps to protect Confidential Information in your possession from unauthorized access or disclosure. If Confidential Information in your possession is accessed without proper authorization or someone else requests that you provide such access (including through a subpoena or court order), unless legally prohibited, you agree to give us immediate notice of that access or request with detailed information and copies of related documents. If we ask for your help in responding to the request, you agree to cooperate with all reasonable requests.

You agree that you will not violate our intellectual property rights or use any Online Resource IP without permission.

Our Online Resources include Online Resources IP, which are protected by intellectual property rights and applicable laws. We benefit from these rights, and they are valuable to us. For example, our Online Resources IP includes the kinds of rights listed below.

  • Trademark Rights. We use trademarks, service marks, logos, design elements (sometimes called “trade dress”), and other devices (collectively, “Marks”) to distinguish our products and services from other companies’ products and services. We own or license our Marks, which allow us to develop goodwill in our brand.
  • Copyrights in Works. We use content (like written documents, images, videos, recordings, software, displays, and data sets) and other works of authorship (collectively, “Works”) that are protected by copyrights. We own or license the copyrights in those Works, which allow us to give participating end-users conditional access to copies of those Works.
  • Trade Secrets Rights. We use information that is valuable to us because it gives us a competitive edge and our competitors do not have access to it (collectively, “Trade Secrets”). We own or license our Trade Secrets, which we use to provide participating end-users with superior products and services, including the Online Resources. For clarity, our and our Affiliates’ Trade Secrets are protected as Confidential Information under these Terms of Use.
  • Patent Rights. We may have rights to use or control the use of patented inventions (“Patent Rights”). We own or license such Patent Rights, which allow us to make, outsource, or sell covered products to participating end-users.
  • Other Online Resources IP. We own or license our technology, websites (including the associated domain names), and other software and features customized for the Online Resources.

This list does not include all Online Resources IP, and available Online Resources IP may change over time as we modify the available features, functionality, and associated products and services.

Your permission to use our Online Resource IP is limited and any use beyond those limitations is considered infringement.

You are responsible for ensuring you (and others you are responsible for) do not misuse the Online Resources IP. The Online Resources IP will be licensed to you only as necessary for you to take advantage of available Online Resources features that you are permitted to use under these Terms of Use. Those licenses last only while we make the relevant features available to you and are subject to these Terms of Use. The licenses are conditional, non-exclusive, non-transferable, non-sublicensable, and revocable at any time. We reserve all rights in and to the Online Resources IP that are not expressly licensed to you, and you agree not to contest our rights in any Online Resources IP through litigation, assisting others in litigation, or other means.

You agree to take certain actions, and refrain from certain actions, to protect our Online Resource IP.

You agree to not use the Online Resources IP in any way that we or our applicable licensors do not expressly permit in writing. Specifically, you agree:

  • you will not use our Marks without our prior written permission for each such use;
  • you will only use the Online Resources for your personal, non-commercial use or as an authorized Customer or Third-Party Provider representative under a Separate Contract;
  • you will not alter or delete any proprietary rights notices provided with any Works, Marks, or other materials (like “©”, “®”, “TM”); and
  • you will not violate copyrights in the Works made available to you (such as by reproducing, distributing, modifying, creating derivative works of, publicly displaying, publicly performing, republishing, downloading, storing, or transmitting the Works), but you may do any of the following activities with the Works if done for your non-commercial use and not for further reproduction, publication, or distribution: temporarily store copies in your computer’s RAM incidental to your access; store files that are automatically cached by your internet browser; print or download one copy of content made available for printing or downloading, provided you delete or destroy the copy when you no longer have permission to use it; download a single copy of applications provided for download to your computer or mobile device, provided you agree to be bound by any additional end-user license agreement for the applications; and make use of social media features we enable.

If you fail to keep to these agreements or if you otherwise misappropriate or infringe the Online Resources IP, then you may cause us, or our Affiliates or Third-Party Providers, to suffer damages that you will be responsible for and you may violate other laws, including criminal laws. You must receive an express license from us before using any Online Resources IP in a way that is not explicitly permitted under these Terms of Use.

You agree to follow third-party license terms for Third-Party Resources.

Your use of Third-Party Resources may require you to agree to third-party license terms. Your agreement to those terms is required to use the applicable products and services in connection with the Online Resources. You agree to review and comply with any such third-party license terms you demonstrate your agreement to and to indemnify and defend Gray Insurance Indemnitees (including us) against a third-party licensor’s claims that you breached those terms.

You agree you will not use the Online Resources in a prohibited way.

You may have access to certain technology while using the Online Resources. Such technology may include software, hardware, mobile apps, websites, digital files, and other information technology resources, and any Online Resources IP associated with those items. You must not use the Online Resources technology in any way that the technology is not designed for you to use. In addition, you agree:

  • you will only use our Online Resources for a lawful purpose in accordance with these Terms of Use;
  • you will not use our Online Resources in any way: that violates applicable law (including, without limitation, any laws governing the export of data or software to and from the US); to exploit or harm others; to obtain anyone else’s personal data without their express permission; to transmit or enable you to send any advertising or promotional material or solicitations; to impersonate anyone else (if you have authority to represent someone, you must represent that person in your own name); that restricts or inhibits anyone’s permitted use or enjoyment of our Online Resources; or that may harm us or our Affiliates or that may expose us or our Affiliates to liability;
  • you will not use any means (including automated devices and processes) to access any of our Online Resources for the purpose of monitoring or copying data and other materials associated with such resources or that interferes with such resources’ functions;
  • you will not introduce any harmful or malicious code to our Online Resources or attack our Online Resources with a denial-of-service attack or other attack;
  • you will not attempt to reverse engine, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter, defraud or create false results from our Online Resources;
  • you will not rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available our Online Resources, or any our Online Resources features or functionality, to any third party for any reason, including by making our Online Resources available on a network where it is capable of being accessed by more than one device at any time;
  • you will not access our Online Resources in order to build a similar or competitive online resource, mobile app, website, product, or service;
  • you will not use our Online Resources in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any safety-critical applications, like medical or life-support systems; and
  • you will not attempt to gain unauthorized access to, interfere with, breach authentication and security measures for, or damage or disrupt our Online Resources, or otherwise remove, disable, circumvent, or create or implement any workaround to any copy protection, rights management, or security features in or protecting our Online Resources.

If you fail to keep to these agreements or if you otherwise misuse our Online Resources, then you may cause us and our Affiliates to suffer damages that you will be responsible for and you may violate applicable laws, including criminal laws. You must receive express permission from us before using our Online Resources in a way that is not allowed under these Terms of Use. Some of our Online Resources may be subject to additional terms of use that will be communicated to you, which you must follow when using those resources.

We may use any feedback you give us without restriction or compensation to you or any other person.

If you give us any feedback or suggestions regarding the Online Resources or related products or services (“Feedback”), you hereby assign and will assign to us all rights in such Feedback and agree that we shall have the unrestricted right to use and exploit such Feedback and related information in any manner we consider appropriate or useful. We will treat any Feedback you provide to us as non-confidential and non-proprietary unless a Separate Contract states otherwise. You agree that you will not submit to us any information or ideas as feedback that you consider to be confidential or proprietary, or that you do not have a right to disclose or submit.

You agree to cooperate with us and only provide accurate information to us.

Our Online Resources rely on your cooperation. You agree to cooperate by, among other things, keeping information current in your User Account, promptly responding to our support team’s information requests, and maintaining your device, downloaded software, and other applicable resources in good working order (including by promptly installing software updates). You also agree to only provide us with information that is accurate and complete and that you can lawfully share given the policies reflected in our Privacy Notice. We are not responsible for any service delay or failure caused by your failure to cooperate.

You agree to not violate anyone else’s privacy rights.

Your use of our Online Resources involves information processing activities and associating those activities with individuals who are identified or may be identified. In addition, a participating end-user may have the opportunity to provide further information about identified or identifiable individuals through our Online Resources. For these reasons, any such information may be personal to such individuals and protected by applicable data security and privacy laws. You agree to comply with applicable privacy and data security laws and only use our Online Resources to process someone else’s information if you have that person’s express consent to do so or qualify as the individual’s legal representative.

You agree not to let anyone else access or use your User Account.

Your User Account is unique to you and may not be used by anyone else to access or use our Online Resources. You are responsible for keeping your access credentials (such as, your username and password) safe from unauthorized use. You also agree not to share your access credentials with anyone else. We will not ask you for your password outside the login portal, so you should not respond to any unsolicited request for that information, which may be from a scammer pretending to be us. You are responsible for all activity on your User Account. We may (but are not obligated to) monitor and disable your User Account for suspicious activity.

You agree not to share harmful or forbidden content through the Online Resources.

You will not share harmful or forbidden content, including as defined by law or our published policies, on our Online Resources. This prohibition includes any content that the typical end-user may consider fraudulent, libelous, or obscene.

You agree to pay your fees on time and cover related expenses.

You agree to pay all fees you owe us (if any) for your use of our Online Resources on time and using a payment method that we make available to you. If you are making online payments, you implicitly represent and warrant to us that: any credit card, debit card and bank account information you supply is correct and complete; your charges will be honored by the stated financial institution; you will pay the posted charges plus applicable taxes; you are the person in whose name the card was issued; and you are authorized to make a purchase or other transaction with that card. We authorize and administer refunds and exchanges in our discretion, unless a Separate Contract states otherwise.

You agree to notify us if you learn of any suspected violation of these Terms of Use or applicable law.

You agree to notify us immediately if you become aware of:

  • any alleged or suspected fraud, waste or abuse practice in connection with our Online Resources;
  • any alleged or suspected violations of applicable law or our written policies dealing with our Online Resources; or
  • any demand, investigation, or any other request for information that seeks disclosure of information relating to us, our Affiliates, our other stakeholders, or our Online Resources.

Legal Compliance

Your use of our Online Resources is subject to geographic restrictions.

Our Online Resources are based in the US and provided for access or use only by persons located in the US. You acknowledge that you may not be able to access all or some of the Online Resources outside of the US and that such access may not be legal by certain persons or in certain countries. If you access the Online Resources from outside the US, you are solely responsible for confirming your authorization to do so and for other compliance with local laws. Regardless, you may not use our Online Resources in any jurisdiction outside the US that invalidates or limits your responsibility to comply with these Terms of Use, in whole or in part.

You must follow all export regulations regarding the Online Resources.

Our Online Resources (including technology components) may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You may not, directly or indirectly, export, re-export or release the Online Resources or any technology component to, or make them accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by applicable law. You must comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Online Resources or any technology component available outside the US.

You must comply with other applicable law.

You must comply, and ensure other persons you are responsible for comply, with all applicable law (including federal, state and local statutes, regulations, and ordinances) when exercising your rights or performing your obligations under these Terms of Use. If you or us learns of any applicable law changes or circumstances that jeopardize your or our compliance, that party will immediately notify the other party, and the parties will diligently cooperate to ensure continued compliance.

Warranties & Disclaimers

You are deemed to make certain representations and warranties when you use our Online Resources or provide us with related information and materials.

When you use our Online Resources or provide us with related information and materials, you are deemed to represent and warrant to us that the following statements are true and will continue to be true during the Term:

  • you can and will perform your obligations under these Terms of Use in compliance with all standards and requirements, including applicable legal and regulatory requirements; and
  • any information or materials you upload or provide for upload to our Online Resources do not and will not infringe any third party’s intellectual property right, privacy right, or other proprietary right, or otherwise require consent or authorization from, or any undisclosed payment to, any third party.

These representations and warranties are continuing, and you must immediately notify us in writing if any of them become or are suspected to be false.

We make some limited express warranties about our authority to provide you access to the Online Resources.

If we authorize you to access our Online Resources and you are in compliance with these Terms of Use, we warrant to you that to our knowledge:

  • we are allowed to provide you the Online Resources made available to you, excluding Third-Party Resources;
  • the products and services we provide you as part of our Online Resources comply with applicable law; and
  • our Online Resources and related information technology components materially comply with their documentation and specifications, if any, communicated to you in writing.

These warranties do not include any training, support, or maintenance guarantees. These warranties also do not apply to any non-conformance: (i) caused by misuse of our Online Resources or by using our Online Resources in a manner that is inconsistent with these Terms of Use; or (ii) arising from the modification of our Online Resources by anyone other than us or someone acting on our behalf and at our direction.

We disclaim all other warranties not expressly stated above.

We do not provide any warranties to you regarding our Online Resources other than the warranties expressly stated in the previous paragraph. TO THE FULLEST EXTENT ALLOWED BY LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NO DEFECTS (REDHIBITION), MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR PARTICULAR PURPOSE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, THAT THE ONLINE RESOURCES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. HOWEVER, THIS DISCLAIMER AND OTHER DISCLAIMERS IN THESE TERMS OF USE DO NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

We are not responsible for your device or other hardware.

We are not responsible for your mobile device, computer, internet connection, or other resources necessary for you to access or use the Online Resources. You should contact the appropriate manufacturer or service provider for help with troubleshooting issues with such items.

We are not responsible for things beyond our control.

We are not responsible for events beyond our reasonable control (“Force Majeure Events”), such as severe weather conditions, natural disasters, government actions, public health crises, war, riots, utility failures, and third-party criminal activity (including cybercrime). You agree that we are and will be excused from any failure or delay to provide you with the Online Resources or related products and services due to a Force Majeure Event and, we will have no liability associated with that failure or delay.

We do not guarantee Online Resources information, output, or outcomes.

WE (THE GRAY INSURANCE COMPANY) CANNOT AND DO NOT GUARANTEE THAT YOUR USE OF THE ONLINE RESOURCES OR ANY ASSOCIATED PRODUCTS OR SERVICES WILL PROVIDE USEFUL OUTPUT OR RESULT IN POSITIVE OUTCOMES. WE ARE AN INSURANCE COMPANY AND DO NOT PROVIDE INVESTMENT ADVICE OR SECURITY SERVICES.

The Online Resources may include errors or be interrupted.

The Online Resources and associated content, including alerts, may contain errors and may be interrupted. We are not and will not be responsible or liability to you or anyone you represent for such errors. We do not warrant that the Online Resources will be error free, up-to-date, or uninterrupted. For clarity, the Online Resources’ possible errors include: (a) destructive code (sometimes called “computer viruses”) that can harm the hardware and software you are using to access such technology and content; and (b) incorrect information. You are responsible for maintaining adequate protections (such as anti-virus software, data backups, and independent due diligence) to safeguard against those possible errors. Our Online Resources are provided on an “as is” and “as available” basis, and you use them are your own risk, without the benefit of any implied or default warranty of any kind.

You are responsible for safeguarding against errors and interruptions in the Online Resources.

We do not warrant the information on the Online Resources will be accurate, complete, or useful. Your reliance on such information is at your own risk. You agree we do not and will not have any liability for your reliance on such information, any decision you make, or any action or inaction you take. Our Online Resources do not replace the need for you to maintain regular data backups or redundant data archives. WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR DATA.

Remedies & Disputes

You may not use deduction or setoff to satisfy your obligations to pay money under these Terms of Use.

All amounts payable to us under these Terms of Use shall be paid by you and the person you represent in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).

A party’s rights and remedies under these Terms of Use are generally cumulative, not exclusive.

Unless otherwise explicitly stated, a party’s rights and remedies under these Terms of Use are cumulative, not exclusive.

We are not liable for certain damages.

YOU AGREE THAT WE, OUR AFFILIATES, OUR LICENSORS, AND OUR AND THEIR RESPECTIVE OWNERS, OFFICERS, EMPLOYEES, AND AGENTS, WILL NOT BE LIABLE TO YOU (OR ANYONE YOU REPRESENT) FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE, OR HARDWARE MALFUNCTION), UNDER ANY LEGAL THEORY OR CAUSE OF ACTION (INCLUDING NEGLIGENCE), RELATED TO YOUR ACCESS TO, INABILITY TO ACCESS, OR USE OF OUR ONLINE RESOURCES, ASSOCIATED FEATURES AND FUNCTIONALTY, OR RELATED PRODUCTS AND SERVICES, INCLUDING CONTENT, EVEN IF FORESEEABLE AND EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE TO CONFIRM YOUR AGREEMENT TO THESE LIMITATIONS BY EXECUTING A WRITTEN WAIVER OF CONTRARY RIGHTS AND REMEDIES UPON OUR REQUEST.

Our and Our Stakeholders’ total liability is capped at the amount of fees you paid (if any).

YOU AGREE THAT OUR, AND OUR AFFILIATES’, OUR LICENSORS’, AND THEIR RESPECTIVE OWNERS’, OFFICERS’, EMPLOYEES’, AND AGENTS’, AGGREGATE TOTAL LIABILITY TO YOU (AND ANYONE YOU REPRESENT) WILL NOT EXCEED THE GREATER OF: (a) THE AMOUNT YOU PAID US TO ACCESS AND USE THE ONLINE RESOURCES DURING THE TWELVE MONTHS BEFORE THE LIABILITY FIRST AROSE; OR (b) $10 (USD). YOU ACKNOWLEDGE WE RELY ON THIS LIABILITY CAP WHEN MAKING THE ONLINE RESOURCES AVAILABLE TO YOU, INCLUDING RESOURCES MADE AVAILABLE FREE OF CHARGE. YOU WILL NOT BRING OR MAINTAIN ANY LAWSUIT CONTRARY TO THIS CAP. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Limits on our liability do not affect your rights that cannot be waived under applicable law.

The liability limitations set out above do not apply to liability resulting from our gross negligence or willful misconduct. THE LIMITATIONS ALSO DO NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. OTHERWISE, THE LIMITATIONS APPLY TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW.

We may exercise our right to equitable relief to protect our intellectual property and other assets.

You acknowledge that we and our Affiliates will suffer irreparable harm if you breach your obligations regarding our Online Resources (including associated information and intellectual property) and, in such a case, we and our Affiliates will be entitled to seek and obtain specific performance of those obligations, including in the form of an injunction. You agree to waive any requirement that we or our Affiliates provide security in a lawsuit to obtain such specific performance.

You will indemnify and defend us and our stakeholders against certain third-party claims that you are responsible for.

You agree to indemnify us, and our Affiliates and licensors, and our and their respective owners, employees, directors, representatives, successors, and assigns (collectively, “Gray Insurance Indemnitees”), against final money judgments or settlements we are ordered to pay or settle with a third-party litigant in a Covered Suit (as defined in the following sentence), and you will reimburse us and other Gray Insurance Indemnitees for any attorneys’ fees, expert fees, and other costs associated with that litigation and settlement. Here, a “Covered Suit” means a lawsuit that a third party brings against us or another Gray Insurance Indemnitee based on that third person’s claim that:

  • you exceeded your authority when agreeing to or otherwise representing another person under these Terms of Use;
  • you provided us with or used the Online Resources to process any instructions, information or other materials that you did not have authority to provide us or use in such a way;
  • allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants, or obligations under these Terms of Use;
  • you otherwise did something that is a breach or violation of these Terms of Use or amounts to unauthorized use of the Online Resources, including any use of the Online Resources that violates a third party’s rights.

These Terms of Use are governed by Louisiana law.

These Terms of Use and your access to or use of the Online Resources is governed by Louisiana state law (excluding conflict of law rules that would apply another state’s law) and applicable federal law, only. You and Gray Insurance also agree that no other state law will be used to interpret these Terms of Use against us or any other Gray Insurance Indemnitee.

Unenforceable terms and conditions stated in these Terms of Use are severable.

If any part of these Terms of Use are held to be illegal or unenforceable under applicable law by a court or other authority of competent jurisdiction, then that part will be deemed severed from the remainder of these Terms of Use to the extent necessary for these Terms of Use to be legal and enforceable under applicable law.

The exclusive jurisdiction and venue for any dispute about these Terms of Use and their subject matter will be Jefferson Parish, Louisiana.

We are a Louisiana corporation that is based in Jefferson Parish, Louisiana. You agree that only state and federal courts located in Jefferson Parish, Louisiana may exercise jurisdiction over claims related to our Online Resources, these Terms of Use, or any related subject matter. That jurisdiction is exclusive. You, on your behalf and on behalf of any person you represent, waive all objections to such courts’ exercise of jurisdiction and any objections to venue in those courts. You will not bring or transfer, or attempt to bring or transfer, any lawsuit for such claims to any court outside of Jefferson Parish, Louisiana, without our authorized representative’s prior written agreement.

Your time to file lawsuits against us is contractually limited to one year.

If you believe you have a legal claim against us or any of our Affiliates related to the Online Resources or these Terms of Use, such as a contract claim or tort claim, you agree to limit the time you have to file a lawsuit for such claim with the appropriate court to one year after the claim accrues. You agree that this limited time to commence a lawsuit restricts any prescriptive period or statute of limitations provided by applicable law. If you do not file a claim within that time period, the claim will be permanently barred, and you agree with that result. You also agree that you cannot and will not seek any relief or remedy based on the barred claim through litigation or another legal process. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR OUR ONLINE RESOURCES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

You waive your rights to a jury trial and to participate in a class action in some cases.

YOU NOW WAIVE AND AGREE TO WAIVE ANY RIGHT YOU MAY HAVE TO A JURY TRIAL UNDER APPLICABLE LAW IN LITIGATION BETWEEN YOU AND US OR OUR AFFILIATES THAT IS RELATED TO OUR ONLINE RESOURCES OR THESE TERMS OF USE. YOU NOW ALSO WAIVE AND AGREE TO WAIVE ANY RIGHT YOU MAY HAVE UNDER APPLICABLE LAW TO PARTICIPATE IN A CLASS ACTION LAWSUIT AGAINST US OR OUR AFFILIATES THAT IS RELATED TO OUR ONLINE RESOURCES OR THESE TERMS OF USE.

If you and us are involved in litigation over a dispute about these Terms of Use, the prevailing party is entitled to reimbursement for attorneys’ fees and other costs.

If either party commences any proceeding against the other party related to these Terms of Use and one party conclusively prevails over the other party in a final judgment regarding the dispute, the prevailing party is entitled to recover its reasonable out-of-pocket attorneys’ fees and court costs directly related to litigating the dispute, subject to the limitations on liability set forth in these Terms of Use.

Suspension & Termination

Your ability to use or continue to use our Online Resources is not guaranteed.

Your ability to use our Online Resources is not guaranteed and is subject to interruption, limitation, suspension, or termination, at any time. You rely on continued access to our Online Resources at your own risk, and we are not liable for any consequences of such reliance unless a Separate Contract explicitly states otherwise.

These Terms of Use will remain in effect until terminated.

The term of these Terms of Use (the “Term”) commences when you first access or otherwise use our Online Resources and will continue in effect until these Terms of Use are terminated as set forth below.

You may terminate these Terms of Use at any time by stopping your use of our Online Resources and confirming your intent to terminate.

You may terminate these Terms of Use by stopping all use of our Online Resources and confirming your intent to terminate, such as by permanently deleting your User Account. However, if you later access or use our Online Resources, these Terms of Use will be deemed to apply retroactively to revive a continuous, albeit suspended, Term, unless we notify you of our intent to waive retroactivity in writing. For clarity, these Terms of Use apply every time you access or use our Online Resources, regardless of your reason for doing so.

We may suspend or terminate these Terms of Use without prior notice.

We may end or suspend these Terms of Use (and your use of our Online Resources) if you do not fulfill your responsibilities, or if we suspect that you are not fulfilling your responsibilities. We may exercise this right to end or suspend these Terms of Use at any time and in our sole discretion. We may also end or suspend these Terms of Use at any time if we decide to stop offering or supporting any Online Resources. You agree that each component of the Online Resources is offered at our discretion and we have no obligation to continue to offer any of those items to you. In addition, your licenses under these Terms of Use will terminate immediately and automatically without any notice if you materially violate your material obligations under these Terms of Use.

When suspended or terminated, you will no longer have end-user rights under these Terms of Use.

Your access to our Online Resources will stop when the Term ends or is suspended. You do not have any right to access any Online Resources, or any associated features or functionality, after the Term ends or while the Term is suspended. Upon termination: (a) all rights granted to you under these Terms of Use will also terminate; and (b) you must cease all use of our Online Resources and delete all copies of our Online Resources in your custody or control unless a Separate contract explicitly states otherwise. Termination will not limit any of our existing rights or remedies, whether by contract, at law, or in equity.

We may retain personal data you provide subject to ongoing confidentiality and privacy requirements.

With respect to information and materials then in our possession or control, we may retain personal data and other information you provide us subject to applicable confidentiality, security, and other applicable requirements of these Terms of Use and any applicable Separate Contract.

We may modify features or functionality at any time without your consent.

We may change our Online Resources, and associated features and functionality, at any time at our discretion. If you are not satisfied with the features and functionality being offered, you may terminate these Terms of Use as set forth above.

Some of the rights and obligations stated in these Terms of Use will survive termination.

You will still be required to comply with some obligations in these Terms of Use after the Term ends. For example, you must continue to comply with the following obligations after termination: (a) your confidentiality and intellectual property protection obligations; (b) any requirements stated in the “Remedies and Disputes” section; and (c) other provisions that should survive given their express terms or context. Please keep a copy of these Terms of Use and any subsequent versions for your records.

Other Agreements

The following provisions will also apply to your use of the Online Resources, and you agree that:

  • we offer our Online resources to end-users—including you—as an independent contractor, only;
  • we may transfer its rights and delegate its obligations under these Terms of Use without restriction or notice;
  • you may not transfer your rights or delegate your obligations under these Terms of Use, because those rights and obligations are personal to you;
  • these Terms of Use can only be modified by our change notice or a Separate Contract that our authorized representative signs;
  • we and you will comply with all applicable law, and any interpretation of these Terms of Use to the contrary is void and unenforceable;
  • unless these Terms of Use provides otherwise, to waive any rights under these Terms of Use, the waiver must be explicit and in writing and any such waiver will be narrowly construed and will not be deemed a waiver of any other term or condition; and
  • our failure to assert a right or remedy under these Terms of Use shall not constitute a waiver of such right or remedy.

Communications & Contact

We will send formal notices to your listed e-mail address, and you are responsible for promptly reviewing those notices.

We will send you formal notices under these Terms of Use by e-mailing the primary e-mail address listed in your User Account. You hereby consent to that form of notice for all purposes under these Terms of Use. You are responsible for promptly reviewing each such e-mail notice and taking appropriate action. Your failure to do so may have negative consequences for you and any person you represent. You agree that we will not be liable to you or any person you represent for such negative consequences.

You are responsible for reviewing e-mail notices even if they are flagged as “spam.”

You are responsible for promptly reviewing each e-mail notice even if your e-mail provider sends the notice to a “spam” or “junk” folder, or otherwise redirects or withholds the notice from your inbox. Those actions depend on your e-mail service provider’s policies and your selected preferences, so we cannot control how our e-mail message is handled after sending the message to you. Please make sure you add our standard e-mail domain (“@grayinsco.com”) to your e-mail safe list to reduce the risk of not seeing e-mail notices in your inbox. If you have questions about how to do so or otherwise need technical support, please contact your e-mail service provider’s support contacts. We do not provide support for such third-party applications.

You are responsible for keeping your contact information up to date.

You are responsible for keeping your primary e-mail address and other contact information up to date. You can update your contact information by editing your User Account profile or contacting our support team. It may take up to thirty (30) days after you update your contact information for the change to take effect in our system. We may have sent communications to previously listed contact information in the interim, so please let us know your new contact information as soon as possible. If you represent one of our established Customers and need the contact information change to have immediate effect, please contact your company’s designated representative.

You must send formal notices to our designated contacts.

You must send formal notices under these Terms of Use (such as breach notices or legal demands) to us vis our registered agent for service.

You can send questions and other feedback to our support team.

Besides formal notices described in these Terms of Use, please contact our support team for all other feedback, requests, and other communications relating to our Online Resources. Contact information can be located at https://grayinsco.com/contact/.