United States

Last Updated: June 16, 2021

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Acceptance of the Website Terms and Conditions of Use

Please read these terms and conditions of use carefully to understand your rights and obligations.

These terms and conditions of use constitute a legal agreement and are entered into by and between Walnut Insurance Inc. (“Walnut”, “Company,” “we,” “us,” “our”) and you (“you”, “your”, “yourself”). These terms and conditions of use, together with any documents and/or additional terms they expressly incorporate by reference (collectively, these “Terms and Conditions”), govern your access to and use of Walnut’s proprietary platform made available on a software-as-a-service basis and ancillary services provided by us, including content, updates and new releases (collectively, the “Platform”), and your access to and use of our website www.gowalnut.com and any content, functionality, and services offered on or through our website (the “Website”, and collectively with the Platform, the “Services”).

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THESE TERMS AND CONDITIONS GOVERN YOUR USE OF THE SERVICES, AND EXPRESSLY COVER YOUR RIGHTS AND OBLIGATIONS, AND OUR DISCLAIMERS AND LIMITATIONS OF LEGAL LIABILITY RELATING TO SUCH USE. BY ACCESSING OUR WEBSITE OR BY OTHERWISE CLICKING “I ACCEPT” TO THESE TERMS AND CONDITIONS WITH RESPECT TO THE USE OF THE PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND BY AND TO COMPLY WITH THESE TERMS AND CONDITIONS AND ACCEPT AND CONSENT TO OUR USES OF YOUR PERSONAL INFORMATION UNDER OUR PRIVACY POLICY, FOUND AT WWW.GOWALNUT.COM/PRIVACY (our “Privacy Policy”), WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR USE THE SERVICES.

THE SERVICES ARE PROVIDED SOLELY ON THESE TERMS AND CONDITIONS AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THESE TERMS AND CONDITIONS. ACCORDINGLY, YOU REPRESENT THAT: (A) YOU ARE AT LEAST 18 YEARS OLD (OR THE AGE OF MAJORITY WHERE YOU RESIDE, WHICHEVER IS OLDER); (B) YOU HAVE THE NECESSARY RIGHTS, PERMITS AND AUTHORIZATIONS TO ENTER INTO AND TO BIND YOURSELF TO THESE TERMS AND CONDITIONS AND TO COMPLY WITH THE OBLIGATIONS UNDER THESE TERMS AND CONDITIONS; AND (C) YOU ARE ENTERING INTO THIS AGREEMENT FOR YOUR OWN INDIVIDUAL BENEFIT AND NOT ON BEHALF OF ANY OTHER INDIVIDUAL OR ENTITY.

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Modifications to the Terms and Conditions and to the Services

We reserve the right in our sole discretion to revise and update these Terms and Conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Services. You agree to periodically review the Terms and Conditions in order to be aware of any such modifications and your continued use shall be your acceptance of any modification.

The information and material provided on or through the Services may be changed, withdrawn or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Services is restricted to users or unavailable at any time or for any period.

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Account Set-Up and Security

Your provision of registration information and any submissions you make to the Services through any functionality such as applications, chat rooms, e-mail, message boards, personal or interest group web pages, profiles, forums, bulletin boards and chat bots and ability to collect emails (collectively, “Interactive Functions”) constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy.

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. The Services may also contain technological measures designed to prevent unauthorized or illegal use of the Services.

The safety and security of your information also depends on you. You are responsible for the security of the internet connection and any of your user accounts that you use to access the Services. Accordingly, you agree to keep your password confidential and to send us notice immediately if your password has been compromised, or you reasonably believe it may have been compromised. Further, to the extent you permit any other persons to use your internet connection or any of your accounts for the purposes of accessing and using the Services, you will ensure that all such persons who do so are aware of and will comply with these Terms and Conditions, and you agree to be fully responsible for the actions and omissions of such persons.

Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to the Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Services.

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Restrictions on Use

With respect to your use of the Services, you are prohibited from and agree to not:

1. except as otherwise expressly permitted under these Terms and Conditions, copy, print or download any portions of the Services;
2. modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of any part of the Services;
3. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Services, or parts thereof, to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
4. reverse engineer, disassemble, decompile, decode or adapt the Services or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part;
5. remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any trademarks, warranties, disclaimers, or intellectual property rights, proprietary rights or other symbols, notices, marks or serial numbers on or relating to any copy of the Services;
6. use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right, privacy right or other right of any person, or that violates any applicable law;
7. use the Services for purposes of: (i) benchmarking or competitive analysis of the Services; or (ii) developing, using or providing a competing software product or service;
8. use the Services to design, construct, maintain, operate any hazardous environments, systems or applications, any safety response systems or other safety-critical applications or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage;
9. use the Services or any deliverables in any manner or for any purpose or application not expressly permitted by these Terms and Conditions;
10. provide access to the Services to any third party; or
11. attempt to circumvent or violate the security of the Services, including, without limitation, by: (i) accessing content and data that is not intended for you; (ii) attempting to breach or breaching the security and/or authentication measures which are not authorized; (iii) restricting, disrupting or disabling service to users, hosts, servers or networks; (iv) illicitly reproducing TCP/IP packet header; (v) disrupting network services and otherwise disrupting Services owners’ ability to monitor the Services; (vi) using any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Website; (vii) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (viii) attacking the Services via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; and (ix) otherwise attempting to interfere with the proper working of the Services.

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Intellectual Property Rights and Ownership

‍You understand and agree that the Services and their entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are and will remain owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws, including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights. You have no right, title, or interest in or to the Services or to any content on or in the Services, and all rights not expressly granted are reserved by the Company. Any access or use of the Services not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

The Company name, and all related names, logos, product and service names, designs, images and slogans that may appear in or with the Services are trademarks of the Company or its affiliates or licensors. You must not use any such marks of the Company without the prior written permission of the Company. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on or in the Services are the trademarks of their respective owners and their use may be subject to the applicable terms and conditions as made available by such third party owners. Use of any of the foregoing property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

You are not required to provide any feedback, ideas or suggestions to the Company relating to the Services (collectively, “Feedback”).  If you do provide any Feedback to the Company, you hereby grant to the Company a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, transferable right and license, with the right to grant sublicenses, to use, modify, distribute and otherwise exploit in any manner such Feedback.  

You may only use the Services for your own personal and non-commercial use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on or in the Services, in any form or medium whatsoever except:

1. your computer and browser may temporarily store or cache copies of materials being accessed and viewed; and
2. you may print a reasonable number of copies, provided that any printed copies preserve any proprietary notices thereon and that any such printed copies may only be used for non-commercial and lawful personal use, without any further reproduction, publication, or distribution of any kind on any medium whatsoever.

If you print off, copy or download any part of our Services in breach of these Terms and Conditions, your right to access and use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

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Conditions of Use, User Submissions and Content Standards

As a condition of your access and use, you agree that you may use the Services only for lawful purposes and in accordance with these Terms and Conditions. It is also a condition of your use of the Services that all the information you provide on or through the Services is correct, current, and complete.

The content standards described in these Terms and Conditions (“Content Standards”) apply to: (a) any and all content, material, and information you submit, post, publish, display, or transmit (collectively, “submit”, “submitted”, “submission” or “submitting”) through the Services to other users or other persons (collectively, “User Submissions”); and (b) any and all Interactive Functions.  

By submitting any User Submissions on or to the Services, you hereby grant a non-exclusive, irrevocable, sublicensable, royalty free, fully paid-up license to us and our licensees, successors and assigns to use the User Submissions for the purposes described in our Privacy Policy. Accordingly, you represent and warrant to us that you own or have the necessary rights, licences, consents, permits and authorizations to submit the User Submissions and to grant the licence hereof to us and our licensees, successors, and assigns to the User Submissions. You represent and warrant that all User Submissions will comply with applicable laws and regulations and the Content Standards.

You understand and agree that you, and not the Company, will be fully responsible for any User Submissions submitted by you or through your user accounts, and you are fully responsible and legally liable, including to any applicable third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Submissions submitted by you or any other user of the Services.

Without limiting the foregoing, you represent, warrant and covenant to us that any User Submissions, and your submission thereof through the Services, shall not:

1. in any manner violate any applicable federal, state, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations;
2. in any manner violate any of these Terms and Conditions or our Privacy Policy;
3. in any manner violate the terms of use of any third party website or platform that is linked to or otherwise used by the Services, including but not limited to, any third party provider or social media website;
4. include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, as determined by the Company in its sole discretion;
5. impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);
6. transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
7. encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services or expose them to any liability;
8. cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
9. promote any illegal activity, or advocate, promote, or assist any unlawful act; or
10. give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.

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Site Monitoring and Enforcement, Suspension and Termination.

You acknowledge that we have the right, but not the obligation, to monitor all activity relating to the Services and may restrict or suspend your access as necessary to ensure the proper functioning of the Services and/or the enforcement of your compliance with these Terms and Conditions and the Content Standards.

Company has the right, without provision of notice to, at any time:

1. take any actions with respect to any User Submission deemed necessary or appropriate in our sole discretion, including, without limitation, for violating the Content Standards or Terms and Conditions;
2. take appropriate legal action, including, without limitation, referral to law enforcement or regulator authority, or notifying the harmed party of any illegal or unauthorized use of the Services, with the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services; and
3. terminate or suspend your access to all or part of the Services, including by suspending, disabling or terminating your account, any username, password, or other identifier, whether chosen by you or provided by us for any or no reason in our sole discretion including, without limitation, any violation of these Terms and Conditions or the Content Standards.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND, ITS PARENT, ANY SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY OR ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

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No Reliance

The content on the Services is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our site.

Although we make reasonable efforts to update the information on the Services, we make no representations, warranties or guarantees, whether express or implied, that the content on the Services is accurate, complete or up to date. Your use of the Services is at your own risk and neither the Company nor its parent, any subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers or successors have any responsibility or liability whatsoever for your use of the Services.

The Services may include content (including submissions to the Services) provided (or made) by third parties, including from other users and third party licensors. All statements and/or opinions expressed in any such third party content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of the Company. Neither the Company nor its parent, any subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third party materials.

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Privacy

By submitting your personal information and using our Services, you consent to the collection, use, reproduction, hosting, transmission and disclosure of any personal information or User Submissions in compliance with our Privacy Policy, as we deem necessary for provision of the Services.

By using the Services you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze website use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Services may not function adequately. For more information on this automated information gathering practices, see our Privacy Policy.

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Third Party Websites and Features

The Services may provide or otherwise use features, links or pointers from third party websites, platforms or providers. We make no representations or warranties about any such third party features, links or pointers that may be accessed or used on or through the Services. Further, you understand that such third party features may require us to disclose portions of your personal information that we have collected from you in accordance with our Privacy Policy. If you choose to access or use any such sites or features, you do so at your own risk. We have no control over any such third party sites or features and accept no responsibility for such sites or features or for any loss or damage that may arise from your access to or use of them. You are subject to any Terms and Conditions of such third party sites or features, including with respect to the collection, use and disclosure of your personal information by such third party sites or features.

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. Our Services must not be framed on any other site, nor may you create a link to any part of our Services other than the homepage. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the Terms and Conditions and Content Standards. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

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Disclaimer

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED ON OR THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTIBLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER THE COMPANY NOR ITS PARENT, ANY SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE SERVICES OR THEIR CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS OR SUCCESSORS REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND YOUR COMPUTER, DEVICE, INTERNET AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED OR MADE AVAILABLE ON OR TO THE SERVICES, OR ON ANY WEBSITE LINKED TO THE SERVICES.

The information presented herein is not an offer to sell insurance. Insurance coverage(s) cannot be bound or changed via submission of this online form/application, e-mail, voicemail or facsimile. No binder, insurance policy, change, addition, and/or deletion to insurance coverage is effective and active in your selected state unless and until confirmed directly with the licensed insurance agent.

In order to protect your privacy, please do not send us your confidential personal information by unprotected email or other unencrypted electronic means. Matters requiring personal information should be discussed directly with the insurance agent by phone or other secure methods such as facsimile, encrypted email or other secure online portals.

Statements on this website as to policies and coverages and other content provide general information only and no warranty as to their accuracy is provided. Any hypertext links to other sites or vendors are provided as a convenience only and are external to this site. We have no control over those sites or vendors and cannot, therefore, endorse nor guarantee the accuracy of any information provided nor the security offered by those sites or the services provided by those vendors.

Information provided on this website does not constitute professional advice. If you require and have legal, tax or financial planning questions, please consult a qualified professional in your area of need

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Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR ANY, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE SERVICES, ANY LINKED WEBSITES OR PLATFORMS OR SUCH OTHER THIRD PARTY WEBSITES OR PLATFORMS, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING OR INFORMATION THEREON.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS PARENT, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF TEN US DOLLARS (U.S. $10). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.  

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Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms and Conditions, the Content Standards or your use of the Services, including, but not limited to, your User Submissions, third party sites, any use of the Service’s content, services, and products other than as expressly authorized in these Terms and Conditions and the Content Standards.  The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Company or any other person or entity under the foregoing, and you agree to cooperate with the Company’s defense of these claims.  You agree not to settle any matter without the prior written consent of the Company.

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Ontario Law Applies

The laws of the province of Ontario and the laws of Canada applicable therein shall govern use of the Services and the interpretation, validity and effect of this agreement, notwithstanding any conflict of laws, provisions or your domicile, residence or physical location. You hereby consent and submit to the exclusive jurisdiction of the courts of the province of Ontario in any action or proceeding related to the Services and agree not to commence any such action or proceeding except in Toronto, Ontario, Canada.

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Electronic Communications

The communications between you and the Company use electronic means, whether you use the Services or send us emails, or whether Company posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from the Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

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Waiver

No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

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Severability

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

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Entire Agreement

The Terms and Conditions and our Privacy Policy constitute the sole and entire agreement between you and Walnut regarding the Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

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Language

It is the express wish of the parties that this document and any related documents be drawn up in English. Les parties aux presentes ont expressement demande que ce document et tous les documents s’y rattachant soient rediges en anglais.

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Contact Us

If you have any questions regarding these Terms and Conditions or the collection and use of your personal information as set out in our Privacy Policy, please contact us at legal@gowalnut.com.