Terms and Conditions

This Agreement is made by and between Safeguard My Car LLC which does business as Safeguard My Car LLC.com (“Safeguard My Car LLC,” “we,” “us,” or “our”) which owns and operates an Insurance Comparison Marketplace (“Safeguard My Car LLC Sites,” or “Safeguard My Car LLC Network”); and you, the Company who wishes to use Safeguard My Car LLC (“Buyer,” “Advertiser,” “You,” or “Insurance Company”). In consideration of the mutual promises and conditions set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to the following:

ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, ADVERTISER AND SAFEGUARD MY CAR LLC AGREE THAT DISPUTES BETWEEN ADVERTISER AND SAFEGUARD MY CAR LLC WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND BOTH ADVERTISER AND SAFEGUARD MY CAR LLC WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. Acceptance of Terms – Read Carefully.

By accessing or using the software and services offered herein, or by clicking on “Create Account” button or by signing or e-signing you signify your assent to these Terms, and agree to be legally bound by this Safeguard My Car LLC Terms of Service (the “Agreement”). If you do not agree to the Terms and Conditions of this Agreement, do not access or use the software or services, as you are not permitted to do so.

The Terms of this Agreement may be revised from time to time by Safeguard My Car LLC with or without notice. Advertiser acknowledges that it is Advertiser’s responsibility to periodically review this Agreement for any changes. Advertiser’s continued use of the Safeguard My Car LLC Network shall serve as Advertiser’s acceptance of the applicable terms set forth in this Agreement, including any future changes hereto.

2. Obligations Regarding Services.

a) Clicks. Safeguard My Car LLC agrees, subject to Advertiser’s allocated budgets and Cost per Click (“CPC”) bids, to display Advertiser’s links, rates and other ad units, directing Customers to a URL designated by the Advertiser, on websites controlled by Safeguard My Car LLC, including websites owned by third parties who have a contractual relationship with Safeguard My Car LLC to place ads from Safeguard My Car LLC Advertisers on such websites. Advertiser shall pay an agreed upon Fee as defined in an Insertion Order (“IO”) for each unique Customer who clicks on Advertiser’s ads (each “Click”).

b) Calls and Web Leads. Safeguard My Car LLC shall sell to Advertiser telephone calls and web leads from consumers who request insurance quotes (“Leads” or “Calls”) through the Safeguard My Car LLC Network, all in accordance with this Agreement. Such Calls/Leads and any and all information provided with such Calls/Leads, including, but not limited to, any personal and contact information, shall be referred to herein as “Consumer Information”.

1. For each Call/Lead sold to Advertiser pursuant to this Agreement, Advertiser (i) shall pay for such Call/Lead in accordance with this Agreement; (ii) unless expressly permitted by the applicable IO, shall not re-sell or otherwise transfer the Lead or any Consumer Information therein to any third party; (iii) shall use such Consumer Information only to quote insurance to the applicable consumer according to any guidelines or requirements provided by Safeguard My Car LLC, including but not limited to guidelines around the FCC 1:1 consent rule and ESIGN compliance; (iv) shall exercise all due care with respect to such Consumer Information and the collection, handling, delivery, processing and transmission thereof; and (v) shall maintain appropriate physical and technical measures to protect such Consumer Information against accidental loss or unauthorized access or destruction
2. Safeguard My Car LLC will exercise the highest possible level of care with respect to all Consumer Information and the collection, handling, delivery, processing and transmission thereof, including, without limitation, with respect to confidentiality and security and any consent or authorization necessary to use such information as contemplated hereby. Advertiser’s leads, lead lists, and other information that are associated with a particular account using the service are the property of Advertiser.
3. Advertiser shall (i) have representatives available to answer inbound calls from Safeguard My Car LLC (ii) not sell, disclose, transfer, assign or give any Consumer Information provided by or through Safeguard My Car LLC to any other person, company or organization; (iii) protect all Consumer Information at all times from any wrongful use or disclosure.
4. Advertiser may only reject a Lead if and to the extent permitted by the applicable IO. If Advertiser rejects a Lead, Advertiser shall not contact, use, sell, or dispose of such Lead, or permit its employees, contractors, agents, or representatives to contact, use, sell, or dispose of such Lead.

c) Use of Lead Data. Provided that Advertiser fulfills its legal and payment obligations with respect to Leads, as required by this Agreement, Advertiser shall have full rights to use the Lead data, for any purpose consistent with this Agreement and applicable Law. If Advertiser rejects a lead or fails for any reason to fulfill its payment obligations with respect to a Lead (including failure to follow FCC 1:1 consent rules) than Advertiser shall have no rights to in any data provided by Safeguard My Car LLC or collected from the user relating to such Lead including but not limited to ping data.

d) Minimum Volume. Safeguard My Car LLC does not guarantee that any minimum quantity of Calls/Leads will be provided.

e) Ownership of Leads. As between the parties, Safeguard My Car LLC will retain sole ownership of all Calls/Leads. Advertiser is hereby granted a limited, revocable, nonexclusive license to use each Lead as permitted herein for ninety (90) days from the date of delivery.

f) No Use of Safeguard My Car LLC or other third-party Marks. Advertiser is not permitted to use Safeguard My Car LLC’s name, trademarks, service marks, or other intellectual property in any form or fashion without Safeguard My Car LLC’s prior written consent. Further, Advertiser is not permitted to use any other registered intellectual property of any third party in Advertising under this Agreement, without first obtaining permission and/or a license from a duly authorized representative of that third party.

3. Compliance with Laws.

a) Compliance with Laws Generally. Each party shall comply with all laws applicable to the conduct of its business and shall perform all of the terms and conditions of this Agreement.

b) Advertiser Compliance. Advertiser will comply with all federal, state, and local laws, rules, and regulations, including but not limited to the FCC rules regarding 1:1 consent currently scheduled to take effect January 27, 2025, as well as all industry best practices applicable to its business and performance of this Agreement, including, without limitation, all laws and regulations regarding the offer and sale of insurance products including any applicable licensing requirements (“Applicable Advertiser Laws”).

c) Advertiser Compliance regarding third party sales.

1. Advertiser will not transfer or sell or offer for sale to any Third Party, any Leads or Calls except Leads or Calls that comply with all applicable laws, including but not limited to the FCC rules regarding 1:1 ESIGN compliant consent. Advertiser hereby acknowledges that all consents provided by Safeguard My Car LLC apply only to the company(ies) specifically identified by Safeguard My Car LLC for each Lead or Call.
2. Advertiser will not transfer or sell or offer for sale any Leads or Calls to Third Parties except for Third Parties upon which Advertiser is actively bidding, where Safeguard My Car LLC has collected opt-in consent and has specifically identified such Third Parties through opt-in directives. For the purposes of this Section “c”, “Third Parties” refers to entities authorized by Safeguard My Car LLC as insurance carrier or provider legs for which Advertiser places and wins bids through Safeguard My Car LLC’s Platform.
3. Safeguard My Car LLC’s Platform provides a means for Advertiser to bid on various posted clicks, leads, or calls. If an Advertiser places a winning bid with a specific carrier or insurance provider leg, and that carrier leg is displayed in Safeguard My Car LLC’s flow, Advertiser agrees that such action will result in the purchase of that leg, and Safeguard My Car LLC shall have the right to invoice Advertiser for Fees applicable to the sale of that lead at the amount of the winning bid.

d) Compliance with the Telephone Consumer Protection Act (“TCPA”).

1. Safeguard My Car LLC represents and warrants to Advertiser that, if required per the applicable IO, all Leads and Calls: (1) were generated after clear and conspicuous disclosure that the consumer will receive future calls / texts intended to offer the requested services; (2) demonstrate the consumer agreed to receive such calls / texts at the telephone number(s) they designated; (3) did not require, directly or indirectly, that the consumer provide prior express written consent for future telemarketing calls/texts as a precondition to receiving the requested services; and (4) required the consumer take affirmative action to acknowledge their intention to receive calls / texts for the requested services.
2. If Safeguard My Car LLC uses one or more third parties to create, receive, maintain, or transmit Leads or Calls, Safeguard My Car LLC shall require each such third party to agree, in writing, to comply with the prior express written consent requirement of the TCPA.

e) Privacy Laws. Each party shall comply with all applicable privacy laws including, but not limited to, the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §§ 6801 et seq.), the California Consumer Privacy Act, and other applicable federal and state laws and regulations regarding consumer privacy and security of Consumer Information.

f) Advertiser is prohibited from making any outbound telephone calls containing prerecorded messages (commonly known as “robocalls”) to any Customer who is the subject of a Lead provided by Safeguard My Car LLC. The transfer of any Lead or Call provided by Safeguard My Car LLC to another individual or entity is prohibited unless the recipient consents in writing to these same limitations concerning robocalls and transfers.

4. User Conduct.

a) In utilizing services of Safeguard My Car LLC under this agreement, Advertiser shall not;

1. Violate any applicable international, federal or state laws or regulations or rules or any security exchange requirements (collectively “Laws”), including by using any information herein provided under this Agreement in a manner that violates any Laws, including, but not limited to the TCPA or the US CAN-SPAM Act of 2003.
2. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
3. Violate or attempt to violate the security of any of the systems, including attempting to test, scan, probe or hack the vulnerability of the site or any network used by the site or to breach security, encryption or other authentication measures; or attempting to interfere with the site by overloading, flooding, pinging, mail bombing or crashing it.
4. Attempt to reverse engineer, decompile or disassemble any portion of the site or services provided on the site.
5. Attempt to “Scrape” information from the site or use or attempt to use any engine, software tool, agent or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to navigate or search any portion of the site.

b) All information provided by Advertiser is to be true, accurate, current and complete. Advertiser shall update any and all provided information periodically to keep the information on file with Safeguard My Car LLC up to date.

c) Advertiser understands that all calls to or from Safeguard My Car LLC, including, without limitation, Call Transfers, may be monitored or recorded for the purpose of review and analysis by Safeguard My Car LLC. Advertiser consents to this recording and agrees to obtain the consent of its agents, employees, contractors, and anyone else who may be recorded on any call to or from Safeguard My Car LLC. Call recordings may be stored and analyzed by Safeguard My Car LLC for an indefinite period of time.

5. Payment Terms.

a) Advertiser agrees to pay for all Calls/Leads supplied to its Account. Advertiser will pay in advance by selecting a prepayment/deposit amount to be charged on its credit card. To activate your account, we require that you fund your account with a non-refundable deposit in an amount determined by us. When Advertiser has a remaining balance equal to or less than $50, payment will automatically be drawn against the Advertiser’s credit card or other established prepayment method in the amount specified in the agent portal under the re-bill option. Advertiser agrees that, by accepting these Terms, Safeguard My Car LLC is authorized to charge the credit card on file for all fees incurred. You further represent and warrant to Safeguard My Car LLC that, if you are not the account holder of such credit card, you have all required authority to use this credit card on behalf of the credit card account holder. If Advertiser’s card is not successfully charged or there is a charge-back, Safeguard My Car LLC is authorized to charge $25 for every bad transaction. If the amount to be charged equals or exceeds the original pre-payment/deposit, Advertiser’s account may be suspended and/or its reserved geographic areas may be forfeited, at Safeguard My Car LLC’s sole discretion. When a new deposit has been successfully charged, Advertiser’s account may be reactivated, at Safeguard My Car LLC’s sole discretion

b) If Safeguard My Car LLC terminates this Agreement or terminates service to Advertiser, any balance owing to Safeguard My Car LLC is due and payable within 15 days from termination, a $50 per day collection fee will be charged to Advertiser’s account for every day the account is either past due or in the collections status. Advertiser shall reimburse Safeguard My Car LLC for all amounts expended collecting past-due accounts including attorney’s fees, court costs, and other reasonable expenses incurred if it becomes necessary to exert these means to effect collection, within 5 days of a Safeguard My Car LLC’s request.

c) Advertiser will be responsible for all taxes, fees and other charges that may be assessed against Advertiser in connection with payment of fees to Safeguard My Car LLC.

d) Inactivity fee. For all accounts with a positive balance and with no activity in the last 90 days, Safeguard My Car LLC will charge a monthly inactivity fee until no balance remains.

e) To cover processing costs, a convenience fee of 2.95% will be applied to all transactions made via credit card or similar payment methods, including but not limited to deposits and payments. This fee is non-refundable and will be added to the total transaction amount at the time of payment. By submitting payment through our platform via credit card, you acknowledge and agree to the application of this fee.

6. Confidential Information.

a) Confidential Information Definition. During the Term of this Agreement, Advertiser may have access to certain non-public information of Safeguard My Car LLC which is marked “confidential” or “proprietary” by Safeguard My Car LLC, contains pricing, customer related information, financial information, information related to sales or marketing, or any other information which a reasonable person would consider confidential (“Confidential Information”). Confidential Information does not include information that is generally known and available or is in the public domain through no fault of Advertiser. Without limiting the foregoing, Confidential Information shall include Consumer Information and this Agreement.

b) Protection of Consumer Information and Confidential Information. Advertiser agrees: (a) not to disclose any Confidential Information to any third parties, (b) not to use any Confidential Information for any purpose except as permitted under this Agreement, and (c) to keep the Confidential Information confidential using the same degree of care Advertiser uses to protect its own confidential information but no less than reasonable care in compliance with all applicable laws and regulations. If Advertiser is compelled by law to disclose Confidential Information, it will provide Safeguard My Car LLC with at least five (5) business days’ prior written notice of such disclosure (to the extent legally permitted) and any assistance Safeguard My Car LLC requests to contest or limit the disclosure. Advertiser acknowledges and agrees that due to the unique nature of both Customer Information and Confidential Information, there can be no adequate remedy at law for any breach of Advertiser’s obligations under this Section 6 and that any such breach may cause irreparable harm to Safeguard My Car LLC or to a third party. Advertiser therefore agrees that, in addition to whatever other remedies Safeguard My Car LLC may have, Safeguard My Car LLC shall be entitled to obtain injunctive or other equitable relief to protect Consumer Information and Confidential Information.

7. Call Delivery. Calls are deemed to be delivered when they are connected to Advertiser’s dedicated transfer number during business hours specified in the Advertiser’s portal or as otherwise specified in the applicable IO.

8. Lead Delivery.

a) Delivery Methods. Leads are deemed to be delivered to Advertiser once they are loaded into the Safeguard My Car LLC User Interface website. Safeguard My Car LLC shall not be responsible for (i) any third-party lead management or agency management software delivery problems; or (ii) any malfunction, inaccuracies, or other problems with an email or other notice sent by a Lead provider in which such Lead provider notifies Advertiser that Leads were loaded into the Safeguard My Car LLC User Interface website.

b) Safeguard My Car LLC is not responsible or liable for Leads not delivered to Advertiser’s Account or other alternate system for any reason (including, without limitation, due to downtime of any such alternate system), and no credits or refunds will be issued for any such Leads that are placed in Advertiser’s Account but not received by Advertiser for whatever reason via any requested alternate delivery method. If Agent requests that Safeguard My Car LLC deliver Leads to Advertiser via Advertiser’s CRM database or similar system, then Agent represents, warrants, and covenants to Safeguard My Car LLC that Advertiser has all rights, licenses, and permissions to grant Safeguard My Car LLC access to such CRM database or similar system for the limited purpose of delivering Leads to Advertiser’s Account, including Advertiser’s sharing of any applicable passwords or account keys.

c) Volume Monitoring. Advertiser agrees that it is responsible for the ongoing monitoring of its Lead volume. Safeguard My Car LLC may increase or decrease its Lead volume at any time in its sole and absolute discretion, and may, but is under no obligation to, inform Advertiser of any such volume modifications such as via Safeguard My Car LLC’s customer service department or the Safeguard My Car LLC User Interface website.

9. Advertiser Representations & Warranties.

Advertiser makes the following representations and warranties to Safeguard My Car LLC:

a) Authority. Advertiser’s execution, delivery, and performance of this Agreement are within Advertiser’s power, have been duly authorized by all necessary corporate, limited liability or other act of Advertiser, and do not contravene or constitute a default under any provision of Advertiser’s governing documents.

b) Binding Agreement. This Agreement has been duly executed and delivered by Advertiser and this Agreement constitutes Advertiser’s valid and binding obligations, enforceable against it in accordance with its terms.

c) Litigation. There are no actions, suits, or proceedings pending against Advertiser or, to the best of Advertiser’s knowledge, threatened against Advertiser, in any manner, in any court, administrative agency, or other forum that are based on or arise out of an agreement or arrangement between Advertiser and a third party that is similar in substance to this Agreement or the activities in which Advertiser will engage as contemplated by this Agreement.

d) Judgments. Except as otherwise previously disclosed by Advertiser to Safeguard My Car LLC in writing, there are no judgments, settlements, consent orders, assurances of voluntary compliance, or other agreements between Advertiser and a governmental unit that would affect or otherwise relate to the services contemplated by this Agreement.

e) Compliance with the Law. Advertiser agrees that they are solely responsible and liable for familiarizing themselves(s) with and complying with all applicable federal, state, local, national, foreign, and industry laws, rules, regulations, guidelines, and ordinances of any jurisdiction throughout the world (referred to as “Applicable Law” or “Applicable Laws”) that are applicable to Advertiser and Advertiser’s (i) use of the Leads, Safeguard My Car LLC Network, Safeguard My Car LLC services (including but not limited all laws applicable to consumer information and truthful and fair business practices), and the receipt, use, storage, transfer (including international or cross border transfers), disclosure, processing, privacy, protection, and safeguarding of personal information (also known as personal data) (as such terms are defined by Applicable Laws including but not limited to the California Consumer Privacy Act (referred to as the “CCPA”), and (iv))) contained in the Leads or that Safeguard My Car LLC or a consumer otherwise provides to Advertiser, (ii) e-mail marketing and telemarketing activities, and (iii) offer and sale of Advertiser products and services, including obtaining and maintaining any and all licenses required to offer and sell Advertiser products and services quoted by Advertiser. Without prejudice to any other terms contained herein, Advertiser will not use or process any Lead information nor any other personal information (also known as personal data) in a manner that will, or is likely to, result in Safeguard My Car LLC breaching its obligations under Applicable Laws and policies.

Advertiser will implement and maintain all appropriate technical, administrative, physical, and organizational measures, controls, and safeguards (including, at a minimum, those measures required under Applicable Law) required and designed to (i) ensure a level of confidentiality and security appropriate to the risks represented by the processing and the nature of personal information; (ii) prevent unauthorized or unlawful processing of personal information, accidental loss, disclosure or destruction of, or damage to, personal information (including but not limited to protecting any consumer information received pursuant to these Terms from unauthorized use or disclosure, and to restrict access to the consumer data solely to carry out the Purpose for which it was disclosed); and (iii) responding to data subjects’ requests relating to their rights of: (a) access; (b) rectification / modification; (c) erasure / deletion; (d) restriction of processing; (e) data portability; (f) objection to processing; (g) do not sell; (h) do not share; (i) limit the use or disclosure of sensitive personal information; and (j) avoiding automated individual decision making, including profiling.

Advertiser will assist and cooperate with Safeguard My Car LLC in this regard for any consumer’s rights request related to the Leads and any other personal information made available or provided to Advertiser by Us. For such requests Safeguard My Car LLC shall, in its sole judgment, determine whether or not the consumer making the request has a right to exercise any of the rights referenced above or under Applicable Laws and give instructions to Advertiser and to what extent Advertiser’s assistance is required. Further, Advertiser will assist and cooperate with Safeguard My Car LLC with communicating requests to all recipients of such consumer’s information, including but not limited to any carriers or other third parties to which Advertiser disclosed, transferred, or transmitted the consumer’s information, and securing such parties’ cooperation to address any such consumer’s request.

10. Term.

a) Termination. Advertiser must provide Safeguard My Car LLC with a written notice to terminate this Agreement subject to Safeguard My Car LLC’s reasonable established practice to receive and process such notice to terminate up to but not to exceed 15 business days. If for any reason this Agreement is terminated, any remaining balance left in the Advertiser’s account is non-refundable. The remaining balance can be used by Advertiser towards any product offered by Safeguard My Car LLC. Safeguard My Car LLC reserves the right to terminate this Agreement for any or no reason without prior notice. Upon termination by Safeguard My Car LLC, any credit balance remaining from the pre-payment/deposit will be promptly applied and credited to the Advertiser, subject to Safeguard My Car LLC’s right to set-off any amounts owed to Safeguard My Car LLC.

b) Temporary Pausing. Advertiser may request to temporarily pause delivery in Advertiser’s center for up to fourteen (14) days and Advertiser is responsible for payment of any calls and or leads in Advertiser’s account before confirmation by Safeguard My Car LLC that traffic has been paused. Advertiser’s account will automatically turn back on after fourteen (14) days and Advertiser will be responsible for traffic after the account is turned back on.

11. Billing Disputes.

a) If Advertiser disputes the accuracy of a billing, Advertiser must notify Safeguard My Car LLC on or before the fifth (5th ) day after Advertiser’s receipt of the applicable bill (“Dispute Period”). Unless disputed within the Dispute Period, such bill will be deemed accurate and due and payable by Advertiser, any and all claims as to accuracy and applicability of billing are hereby waived by Advertiser, and no further disputes related to such bill may be raised. Safeguard My Car LLC will review the dispute within a reasonable time and respond in its sole and absolute discretion. During the period of time that the dispute is in process, Advertiser and Safeguard My Car LLC will continue business as usual.

b) At all times during and after the dispute, Advertiser agrees to keep all communications regarding the dispute strictly confidential, and limit all discussion regarding the dispute or the surrounding grievance to internal communications between designated employees of Safeguard My Car LLC and Advertiser only, and agrees not to distribute, post or otherwise publish details regarding the dispute or their opinion about Safeguard My Car LLC as a result of the dispute in any way to third parties, including, but not limited to third party review sites or news outlets. Failure to comply with this Section of the agreement will constitute material breach of this Agreement. Advertiser agrees to reimburse Safeguard My Car LLC for any and all direct and indirect costs associated with such Breach, including but not limited to direct, special and consequential damages resulting therefrom.

12. Non-Disparagement

By agreeing to these Terms of Use, you agree that, during the term of this Agreement and at all times thereafter, you will not, directly or indirectly, make or publish any statements, whether written, oral, or otherwise, that disparage, defame, or otherwise harm the reputation, goodwill, or business interests of Insurance.io, its affiliates, or their respective officers, directors, employees, or agents. Nothing in this section shall prevent you from making truthful statements when required by law, regulation, or legal process.

13. Non-Solicitation of Employees and Contractors

a. No Solicitation or Use of Company Trade Secrets to Solicit Employees or Contractors. Advertiser agrees that during the term of this Agreement and for a period of twelve (12) months following its termination or expiration, it will not, directly or indirectly, solicit for employment or use or disclose any Confidential Information or trade secrets of Safeguard My Car LLC to solicit for employment, engagement, or other business relationship any person who is, or within the preceding six (6) months was, an employee or contractor of the Company.

b. General Solicitations Permitted. Nothing in this Section shall prevent Advertiser from conducting general solicitations of employment or engagement through advertisements or recruiting activities not specifically targeted at employees or contractors of the Company, provided no use or disclosure of the Company’s Confidential Information or trade secrets occurs in connection with such solicitations.

c. Acknowledgment of Reasonableness. Advertiser acknowledges that this restriction is limited in scope and duration, is necessary to protect the Company’s legitimate interests in its trade secrets and Confidential Information and is not intended to restrict lawful competition or employee mobility.

d. Remedies for Breach. Advertiser agrees that any breach of this provision will cause the Company immediate and irreparable harm for which monetary damages would be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief, without posting a bond, to prevent or restrain any such breach, in addition to any other remedies available at law or equity.

14. Scope of Use.

a) Access & Use of Safeguard My Car LLC Sites. Subject to the terms and conditions of this Agreement, including, without limitation, User’s payment of all applicable fees, Safeguard My Car LLC hereby grants to User a limited, revocable, non-exclusive, royalty- free license, solely during the term of this Agreement, subject to all the terms and conditions hereof, to access and use the Safeguard My Car LLC Sites remotely over the Internet solely for User’s internal business purposes in connection with its use of the referral services provided by Safeguard My Car LLC under this Agreement and solely using the username and password provided to User by Safeguard My Car LLC. User may not assign, transfer or sub-license the license granted hereunder without Safeguard My Car LLC’s prior written consent. In no event shall User use any trademark, trade name, other use or exploitation of the Safeguard My Car LLC.com Sites or any content, code, service mark, icon, logo or other indicator of Safeguard My Car LLC without Safeguard My Car LLC’s advance express written permission. Safeguard My Car LLC reserves the right to limit, suspend or remove access to Safeguard My Car LLC Sites at any time, in its sole and absolute discretion.

b) Limitation of Use of Info. Advertiser may not develop or derive for commercial sale any data in any form that incorporates any of the information obtained from the Safeguard My Car LLC Network without prior written consent of Safeguard My Car LLC. You may only use the site for commercial purposes after registering and paying any applicable fees, subject to the limitations set forth herein. You may not modify, copy, distribute, download for storage on any storage media, display use publish, license, create derivative works from, transfer or sell any information obtained on the Safeguard My Car LLC network, except as specifically defined in this Agreement.

c) Ownership of Advertiser Sites. Advertiser acknowledges that Safeguard My Car LLC owns, solely and exclusively, all right, title and interest in and to Safeguard My Car LLC Sites, including, but not limited to, (i) all of the content, code, information, data and other materials thereon, including, but not limited to all copyright, trademark, trade name, service mark, patent, trade secret, database and other intellectual property and proprietary rights inherent therein or appurtenant thereto (the “Website Materials”), and (ii) the design and organization of such Website Materials.

15. Disclaimer of Warranties.

ADVERTISER ACKNOWLEDGES AND AGREES THAT SAFEGUARD MY CAR LLC’S SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY WHATSOEVER AND THAT ADVERTISER’S USE OF THE SERVICES IS AT ITS OWN RISK. NEITHER SAFEGUARD MY CAR LLC NOR ITS AFFILIATES, LICENSORS OR SUPPLIERS MAKE, AND ADVERTISER DOES NOT RECEIVE, ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE. SAFEGUARD MY CAR LLC AND ITS AFFILIATES, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT. SAFEGUARD MY CAR LLC IS NOT INVOLVED IN THE ACTUAL TRANSACTIONS BETWEEN ADVERTISERS AND LEADS. AS A RESULT, SAFEGUARD MY CAR LLC HAS NO CONTROL OVER THE QUALITY, SAFETY OR LEGALITY OF APPLICATION DATA SUBMITTED BY LEADS OR THE TRUTH OR ACCURACY THEREOF. BECAUSE IDENTITY AUTHENTICATION ON THE INTERNET IS DIFFICULT, Safeguard My Car LLC CANNOT AND DOES NOT CONFIRM THAT LEADS ARE WHO THEY CLAIM TO BE.

16. Limitation of Liability.

IN NO EVENT SHALL SAFEGUARD MY CAR LLC.COM, ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, AGENTS, CONTRACTORS OR EMPLOYEES BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST REVENUE, LOST PROFITS OR ANTICIPATED BUSINESS (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT, THE SUBJECT MATTER HEREOF OR THE SAFEGUARD MY CAR LLC.COM SITES OR SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM INFORMATION PROVIDED BY, TO OR THROUGH SAFEGUARD MY CAR LLC.COM, OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, TORT (INCLUDING NEGLIGENCE), CONTRACT (INCLUDING BREACH) OR OTHERWISE. THE AGGREGATE LIABILITY OF SAFEGUARD MY CAR LLC.COM, ITS AFFILIates, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, AGENTS, CONTRACTORSAND EMPLOYEES, FOR ANY OTHER DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SUBJECT MATTER HEREOF, OR THE SAFEGUARD MY CAR LLC.COM SITES OR SERVICES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY SHALL NOT EXCEED THE AMOUNTS RECEIVED BY SAFEGUARD MY CAR LLC.COM FROM USER PURSUANT TO THIS AGREEMENT DURING THE CALENDAR QUARTER DURING WHICH SUCH CLAIM(S) ACCRUED.

17. Indemnification.

a) Indemnification by Advertiser. Advertiser agrees to indemnify, defend and hold harmless the Safeguard My Car LLC Parties from and against all liability, loss, cost or expense, including reasonable attorneys’ fees, expenses and costs of litigation (hereinafter referred to collectively as “Damages”), which any Safeguard My Car LLC Party may sustain by reason of any of the following: (i) any claim by a Lead arising out of a dispute by and between such Lead and Advertiser; (ii) Advertiser’s use or misuse of a Safeguard My Car LLC Site; (iii) the performance by Advertiser of its obligations under this Agreement; (iv) Advertiser’s breach or alleged breach of this Agreement, including, without limitation, any inaccuracy of any representation or warranty of Advertiser in this Agreement; or (v) Advertiser’s violation or alleged violation of Applicable Advertiser Laws.

b) Indemnification Process.

1. In the event Safeguard My Car LLC wishes to make a claim for indemnification under this Section, Safeguard My Car LLC (the “Asserting Party”) will notify Advertiser (the “Defending Party”) of the nature and basis of such claim for indemnification in writing and in reasonable detail as soon as reasonably practicable after becoming aware of the events giving rise to the claim; provided that the failure of the Asserting Party to promptly give notice shall not relieve the Defending Party of its obligations except to the extent, if any, that the Defending Party shall have been prejudiced thereby.
2. If the Defending Party does not object in writing to such indemnification claim within 30 days of receiving notice thereof, the Asserting Party shall be entitled to recover from the Defending Party the amount of such claim; if the Defending Party agrees that it has an indemnification obligation but asserts that it is obligated to pay only a lesser amount, the Asserting Party shall nevertheless be entitled to recover from the Defending Party the lesser amount, without prejudice to the Asserting Party’s claim for the difference.
3. If the Defending Party objects in writing to such indemnification claim within 30 days of receiving notice thereof, the validity of the indemnification claim and the extent of the Defending Party’s liability therefor, shall be determined by a court of appropriate jurisdiction.
4. If such claim relates to a claim, suit, litigation, or other action by a third party against the Asserting Party or any fixed or contingent liability to a third party (a “Third Party Claim”), the Defending Party shall have the right to assume and control the defense of such Third Party Claim at its own expense and using counsel acceptable to Asserting Party, provided, however, the Asserting Party shall have the right to reasonably participate in the defense of the Third Party Claim at its own expense with counsel selected by the Asserting Party. Participation in such defense shall not be deemed an admission of liability as against any such third party. The Defending Party shall have the right to settle any Third Party Claim with the prior written consent of the Asserting Party, which will not be unreasonably withheld.

18. Notice.

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to Safeguard My Car LLC at the address set forth above and to User at the address set forth on the signature page hereto (or at such other address for a party as shall be specified in a notice given in accordance with this Section 18).

19. Further Assurances.

Each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

20. Cooperation.

The parties shall cooperate and work expeditiously to resolve any accounting discrepancies, technology issues, integration issues or other concerns that arise under this Agreement.

21. Relationship of the Parties.

The parties are independent contractors, and nothing in this Agreement will create any other relationship between the parties including, but not limited to, any partnership, joint venture, franchise, sales representative, or employment relationship, or the relationship between principle and User.

22. Headings.

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

23. Severability.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

24. Entire Agreement.

This Agreement, together with any IO and the Terms of Use, Privacy Policy, and Return Policy found on the Safeguard My Car LLC Sites, which are incorporated by reference herein, constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

25. Amendment and Modifications.

Except as otherwise indicated herein, this Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.

26. Waiver.

No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

27. Assignment.

User may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of Safeguard My Car LLC.

28. Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

29. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

30. Audits.

Safeguard My Car LLC and/or a third-party designated by Safeguard My Car LLC may audit Advertiser to Advertiser’s compliance with this Agreement. Advertiser agrees to cooperate fully with such audit, including, but not limited to, promptly providing requested documents and making personnel available for requested interviews. Advertiser will reimburse Safeguard My Car LLC for its reasonable audit expenses, including any fees or costs associated with Safeguard My Car LLC’s use of third-party auditors, if the applicable audit reveals a material breach of this Agreement by Advertiser.

31. Choice of Law.

All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Ohio.

32. Dispute Resolution.

a) Arbitration. Any dispute, controversy or claim, including all statutory claims and disputes, arising out of, relating to, or in connection with, this Agreement or the products provided under it, or any breach, termination or validity thereof (a “Dispute”), whether contract, tort or otherwise, shall be finally settled by arbitration on an individual basis, except that Advertiser and Safeguard My Car LLC are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be Columbus, Ohio.

b) The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”) and will be governed by the AAA Consumer Arbitration Rules, available here as of the date of these Terms, or by calling the AAA at 1-800-778-7879. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

c) If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.

d) If Advertiser arbitrates with Safeguard My Car LLC, Advertiser will not have to pay any fees to do so. Safeguard My Car LLC will reimburse Advertiser for its filing fee and the AAA’s Consumer Arbitration Rules provide that any hearing fees and arbitrator compensation are our responsibility. To the extent another arbitral forum is selected, Safeguard My Car LLC will pay that forum’s fees as well.

e) The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of Advertiser and Safeguard My Car LLC The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.

f) ADVERTISER AND SAFEGUARD MY CAR LLC WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. ADVERTISER and SAFEGUARD MY CAR LLC are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between ADVETISER and SAFEGUARD MY CAR LLC over whether to vacate or enforce an arbitration award, ADVERTISER AND SAFEGUARD MY CAR LLC WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

g) ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE PERSON OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER PERSON OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither Advertiser nor we are entitled to arbitration.

h) Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.

i) Notwithstanding the foregoing, neither Advertiser or Safeguard My Car LLC may bring an individual action in small claims court.

j) Judgment Upon Award. The arbitration award shall be in writing and shall be final and binding on the parties. Judgment upon award may be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets.

k) This arbitration agreement will survive the termination of Advertiser’s relationship with Safeguard My Car LLC including the termination of Advertiser’s account and these Terms.

33. Counterpart Execution.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.