HUCKLEBERRY BY
PAYCHEX

WEBSITE TERMS OF
SERVICE

Effective Date: August 24, 2023

PLEASE READ THESE TERMS OF SERVICE, OUR PRIVACY POLICY, WEBSITE RULES AND ALL APPLICABLE SUPPLEMENTAL TERMS (COLLECTIVELY, THE "TERMS") CAREFULLY, AS THEY CONTAIN TERMS AND CONDITIONS THAT IMPACT YOUR RIGHTS, OBLIGATIONS AND REMEDIES IN CONNECTION WITH YOUR USE OF THE WEBSITE AND SERVICES. FOR EXAMPLE, THE TERMS INCLUDE:

IMPORTANT INFORMATION ABOUT THE FUNCTIONAL LIMITATIONS OF THE WEBSITE AND/OR THE SERVICES;
YOUR OBLIGATION TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS;
LIMITATIONS OF OUR LIABILITY TO YOU; AND
A REQUIREMENT THAT YOU PURSUE CLAIMS OR SEEK RELIEF AGAINST US (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, RATHER THAN AS A PARTICIPANT IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

YOUR ACCESS TO AND USE OF THE WEBSITE AND SERVICES IS CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THE TERMS.

PLEASE DO NOT CANCEL ANY EXISTING INSURANCE POLICY UNTIL YOU RECEIVE WRITTEN CONFIRMATION FROM THE INSURANCE COMPANY TO WHICH YOU ARE APPLYING THAT YOUR NEW POLICY IS IN EFFECT. WE ARE NOT RESPONSIBLE FOR ANY INTERRUPTION OF COVERAGE IF YOUR EXISTING POLICY IS CANCELLED BEFORE THE NEW POLICY TAKES EFFECT.

This Website provides information and services to help you find and enroll in commercial insurance products and allows businesses to generate price quotes and to purchase commercial insurance products online. This Website is operated by Paychex Insurance Agency, Inc., a New York insurance agency (California license 0C28207, also licensed in other states) (“us” “our” or “we”).

BY ACCESSING OR USING THIS WEBSITE YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS, AND THAT YOU AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THE TERMS. IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT ACCESS OR USE THE WEBSITE OR SERVICES. If you are accessing our using this Website on behalf of a company or other legal entity, you are also indicating that you have the authority to act on behalf of and bind that entity to the Terms and provisions in the Terms that refer to “you” will refer to both you personally and the entity on behalf of which you are accepting or agreeing.

ABOUT THE TERMS
ABOUT THE WEBSITE
ACCOUNTS
PRICING AND PAYMENT
USER CONDUCT GUIDELINES
INTELLECTUAL PROPERTY
NO ADVICE, ENDORSEMENTS, OR GUARANTEES
WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY, & INDEMNIFICATION
INTERPRETATION & DISPUTE RESOLUTION
MISCELLANEOUS

1. ABOUT THE TERMS

1.1 Definitions

As used in these Terms of Service:

"Services" means any insurance agent services and related services and promotions, provided by us, including support services.

"Users" means any persons or legal entities that access or use the Website. References to "access" and/or "use" of the Website (and any variations thereof) include, but are not limited to, the acts of accessing or browsing the Website, providing information or instructions through the Website, and accessing or using the Services.

"User Information" means information that is provided or made available or caused to be made available by you, on or through the Website. User Information may include both Personally Identifiable Information and Non-Personally Identifiable Information.

"Website" refers to this website currently located at www.huckleberry.com. References to the "Website" include any features, functionality, tools, and content available on the website.

Certain other words are defined elsewhere in the Terms.

1.2 Website Rules and Supplemental Terms

Your access to and use of the Website is governed by these Terms of Service, the Paychex Privacy Policy (currently located at www.huckleberry.com/privacy ), and any and all other policies and rules referenced herein, posted on the Website, or otherwise communicated by us to users (the "Website Rules").

Certain of the features, functionality, tools, content and promotions available on or through the Website may be subject to additional or supplemental terms and conditions ("Supplemental Terms"). If you choose to access or use those features, functionality, tools or content or participate in those promotions, the applicable Supplemental Terms are also incorporated and deemed part of these Terms of Service. If there is a conflict between these Terms of Service and the Supplemental Terms, the Supplemental Terms will govern and control with respect to the applicable features, functionality, tools, content and promotions, but all provisions regarding dispute resolution, indemnity, and limits of liability in the Terms of Service will continue to apply.

2. ABOUT THE WEBSITE

2.1 Website Content and Services

On the Website Users can research and purchase commercial insurance from licensed insurance companies for which we act as an agent. We provide information about insurance options and other products and services that may be available to you from those insurance companies based upon information you provide to us. The information provided on the Website does not describe all the terms and conditions applicable to the insurance products and services you may be interested in or purchase. Any information on the Website does not in any way alter, supplement, or amend the terms, conditions, limitations, or exclusions of any insurance policy and is intended only as a brief summary. Please consult the applicable policy for its exact terms and conditions.

We help to connect you with insurance companies for which we act as an agent based on information you provide. In addition, we may work with insurance intermediaries to connect you with other insurance companies with which we do not have a relationship. We also provide enrollment assistance and customer support services.

2.2 We Are an Insurance Agency

All insurance quotes and products offered through the Website are offered through Paychex Insurance Agency, Inc., a New York Insurance Agency. Additional information regarding our state insurance agency licenses may be found here

By using the Website to enroll in an insurance product and/or completing an Agent of Record Letter, you are authorizing us to be your agent of record with the insurance carrier(s) providing the insurance products you select. As such, you authorize us to take any actions appropriate to act as the agent for the insurance carrier, including transmitting your information to insurance carriers to obtain quotes and to submit cancellations if you instruct us to, to Paychex, Inc. and its affiliates, and to third party vendors to service your policy and to provide additional services and quotes, and to use any and all of your information in a manner appropriate for such purposes.

We act as an agent of the insurance carrier for purposes of any insurance products you enroll in on the Website unless otherwise agreed to in writing by us. We may receive commissions and/or additional compensation from an insurance company or intermediary or others in connection with the sale of insurance to you.

We are not an insurance broker. We cannot guarantee that the insurance products made available through the Website or Services will meet your needs or be the best option for you, and we cannot advise you regarding the suitability or adequacy of any insurance.

We are not an insurance company. We do not make any coverage decisions on behalf of any insurance company. We do not issue insurance coverage, or otherwise bind coverage directly. All decisions regarding any insurance products, including approval, premium, commissions, and fees, will be made solely by the authorized insurance company underwriting the insurance under the insurer's then-current criteria. We do not guarantee that you will obtain coverage or the terms of any such coverage, nor do we guarantee that an insurance company or insurance intermediary to which we forward your User Information will find you coverage or provide you coverage. Coverage and availability will vary from state to state and according to your individual circumstances.

2.3 Eligibility

You must be of legal age and otherwise legally authorized and competent to purchase insurance or access Services. The Website is controlled and operated within the United States and is not intended for use outside of the United States. You are prohibited from accessing or using the Website from any territory where the Services, information, content, features, functionality, tools, or promotions offered are illegal. If you choose to access the Website from a location outside the United States you do so at your own risk and you are solely responsible for compliance with applicable laws, rules, and regulations, including export laws, data privacy and security laws, and any regulations and local laws regarding online conduct and content. By accessing or using the Website, you represent and warrant to us that your use of the Website is in compliance with all applicable laws, rules, and regulations and if you are accessing the Website from outside of the United States, you consent to the transfer of User Information outside of your home jurisdiction for processing.

2.4 License to Use Website

Subject to your compliance with the Terms, we grant you a limited non-exclusive, non-transferable, non-assignable, and non-sublicensable license to access and use the Website and Services for your own internal business use only (and not as part of a service you offer to others), and not for use for any third party business purpose or commercial activity, unless we agree otherwise in writing. This license is granted for the sole purpose of enabling you to use the Website as provided by us, in the manner permitted by the Terms. We may modify or withdraw this license in our discretion at any time.

2.5 Acknowledgements

YOU AFFIRM THAT YOU HAVE READ THE TERMS AND ACKNOWLEDGE THAT:

WE DO NOT AND CANNOT GUARANTEE THAT THE WEBSITE WILL BE CONTINUOUS OR ERROR-FREE.
IF YOUR MOBILE OR DATA PLAN SERVICES OR ACCESS TO THE INTERNET OR OUR WEBSITE IS/ARE SUSPENDED, CANCELLED OR TERMINATED (E.G., AS A RESULT OF BREACH), YOU MAY NOT BE ABLE TO USE SOME OR ALL OF THE WEBSITE.
YOU ARE EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE. ABUSE OF THE WEBSITE OR SERVICES MAY SUBJECT YOU TO CIVIL AND CRIMINAL FINES AND PENALTIES.

2.6 Modifications and Updates to the Website, Services, and Terms

We reserve the right in our sole discretion to modify or discontinue offering the Terms, the Website, and/or the Services, in whole or in part, or any features, functionality, tools or content thereof, at any time, for any reason or no reason, with or without notice to you. We also retain the right to impose limits on your use and storage of your User Information with respect to the Website at our sole discretion at any time with or without prior notice to you. Modifications and discontinuances are effective when posted or otherwise communicated by us, regardless of whether you see the communication.

We have no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any modifications, discontinuance, or deletions.

3. ACCOUNTS

3.1 Account Registration

While certain areas of the Website are publicly available, you may be required to register for a user account before you are able to use certain Services in which case you may register to create an account directly via the Website. You may not register for an account on behalf of any person other than yourself or a business organization for which you are authorized to act. No person or entity may have more than one active account at any given time.

3.2 Account Set-Up

Your account and account profile will be created based upon the information you provide to us or that we obtain via other authorized means, consistent with our Privacy Policy.

You agree to provide complete, accurate and up-to-date information during the registration process and to update such information as necessary to ensure that it remains complete, accurate and up-to-date.

When you create your account, you will be asked to create a password, which you will be solely responsible for safeguarding. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account or any other account that you may connect to your account. You agree not to disclose your password to any third party, and you agree to immediately notify us of any unauthorized use of your account. You further acknowledge and agree that you will be solely responsible for, and we may rely on, any activities, actions, instructions, or information provided on or through your account, whether or not you have authorized such activities or actions. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

3.3 Account Suspension and Cancellation

You may cancel your account at any time. If you do so you may no longer be able to access certain Services.

We may in our discretion, without liability to you and without limiting our other remedies, with or without prior notice and at any time, limit, suspend, deactivate, or cancel your account and/or take technical and legal steps to prevent you from using our Website and Services at any time for any reason, and screen or delay the posting or delivery of your User Information.

Without limiting the foregoing, we may suspend or terminate your account or your access to the Website if you create more than one account, if any information provided during the registration process or thereafter is determined to be incomplete, inaccurate, outdated, deceptive, or fraudulent, and we may cancel unconfirmed accounts or accounts that have been inactive. We may also cancel accounts of Users who fail to comply with the Terms, including the terms and conditions regarding User conduct, as set forth in the "User Conduct Guidelines" section below and elsewhere in the Terms.

If your account is deactivated or cancelled, we will have the right, but not the obligation to delete your User Information.

If we suspend your account due to your actual or suspected breach of the Terms, such suspension may continue at least until the suspected breach is cured or otherwise resolved to our reasonable satisfaction.

Cancellation of your account does not affect the status of any insurance policy you purchased. However, insurance may be cancelled if you fail to make required payments or otherwise maintain your insurance policy, and if you use the Website in conjunction with these things that functionality may not be available to you if you do not have an active account. Cancellation of your insurance policy is governed by the terms of the policy and the requirements of the issuing insurance company from which you purchased the policy. Please see section 4.4 for fees that may apply if you choose to cancel your insurance policy.

When an issue arises, we may consider any factor we deem relevant including the User's history and the specific circumstances in interpreting and applying our policies, and to determine how strictly to enforce such policies.

4. PRICING AND PAYMENT

4.1 Service Fees. We do not charge you a fee to use the Website. We are not responsible for any fee arrangement that you may enter into with the insurance company or other insurance broker or intermediary. However, we may receive commissions, fees, and other compensation for services and to be matched with users of the Website from insurance companies or other insurance brokers or intermediaries. You acknowledge and agree to such compensation arrangements.

4.2 Price Information. The cost estimates and pricing information provided on the Website are for general reference only. Results generated through the Website to project insurance costs are estimates intended to help Users make choices. However, they do not represent price guarantees or constitute advice about what insurance to purchase. The premium rates shown are not an offer of coverage, may not be current, and are not guaranteed. Actual premium rates will be determined by the insurance company and are based on individual circumstances. Actual premium rates may differ from quoted premium rates.

4.3 Payment. You may be required to provide payment information in order to purchase a insurance policy through the Website. Payment information, including name, contact information, and payment account information that you submit on or through the Website, may be used and shared with our payment processing services provider and otherwise used in accordance with our Privacy Policy.

4.4 Cancellation of Your Insurance Policy. Insurance policies sold through us are generally for a term of one year. If you choose to cancel your insurance policy during its term you should email cancellations@huckleberry.com. Cancellation of your insurance policy is governed by the terms of your policy and applicable law. You may be required to sign a lost policy release form (LPR) to cancel your policy. You may also be responsible for a minimum premium or short rate cancellation fee or penalty. Please refer to your insurance policy for further information.

5. USER CONDUCT GUIDELINES

Any time you access or use the Website, you are required to comply with our User conduct guidelines, as set forth below.

You are not authorized to access or use the Website:

to impersonate any person or entity, or falsify or otherwise misrepresent your identity, credentials, affiliations, or intentions;
to collect, store or use any information from or about another User;
to "stalk" or harass any other User;
to distribute unsolicited commercial or bulk electronic communications including "spam", chain letters, or "pyramid" schemes;
for political campaigning, recruiting votes or soliciting donations, or other support for legislative or other initiatives;
to systematically retrieve information or content to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory, or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
if you are not legally authorized to perform the acts or enter into the transactions in connection with which you use or access the Website;
if you are a person barred from receiving Services under the laws of the United States or other applicable jurisdiction; or
for any other purposes that are not expressly permitted by the Terms.

Further, you may not:

access, copy, distribute, share, publish, use, or store any part of the Website, including any information from or about any other User, for purposes that are inconsistent with our Privacy Policy, or violate the privacy rights or any other rights of other Users or any other third party, including by disclosing, selling, renting, distributing, or exposing secure areas of the Website to a third party, using it for marketing purposes, or otherwise using it for any purposes unrelated to the Website;
access, copy, distribute, share, publish, use or store, or prepare derivative works from anything on the Website that belong to us or to a third party, including works covered by any copyrights, trademark, patent, or other intellectual property right, except with prior express permission of the person or entity party holding the rights to license such use;
share your password or transfer your account to another party without our consent;
circumvent our systems, policies, or determinations as to your account status, including by attempting to access or use the Website if your account has been suspended or cancelled or you have otherwise been temporarily or permanently prohibited or blocked from using the Website;
access, search, collect information from, or otherwise interact with the Website by "scraping," "crawling" or "spidering" the Website, by the use of any software, device, script or robot, or by any other means (automated or otherwise) other than through the currently available, published interfaces that are provided by us, unless you have been specifically authorized to do so in a separate agreement with us;
use, display, mirror, or frame the Website, or any feature, functionality, tool, or content of the Website, our name, or any of our trademarks, logos, or other proprietary information, without our express written consent;
interfere with, disrupt, damage, or compromise the Website or our systems or the access of any User, host, or network in any way, including through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology or by overloading, flooding, spamming, or mail-bombing the Website, or otherwise imposing an unreasonable or disproportionately large load on the Website;
access, tamper with, or use non-public areas of any of the Website, our computer systems, or the technical delivery systems of our providers;
probe, scan, or test the vulnerability of any of our or our providers’ systems or networks, or breach or circumvent any security or authentication measures of our systems or networks;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party to protect the Website;
forge any TCP/IP packet header or any part of the header information in any e-mail or posting, or in any way use the Website to send altered, deceptive or false source-identifying information;
attempt to decipher, decompile, disassemble, or reverse engineer any of the code or software used to provide the Website;
export or re-export the Website, except in compliance with the export control laws and regulations of any relevant jurisdictions and as authorized by us;
otherwise abuse the Website or breach the Terms; or
attempt to do any of the foregoing, or advocate, encourage, or assist any third party in doing any of the foregoing.

5.1 Responsibility for User Information

All User Information is the sole responsibility of the party who provided such information. We do not endorse, support, represent, verify, or guarantee the completeness, truthfulness, completeness, accuracy, or reliability of any User Information or endorse any opinions expressed in such User Information. Under no circumstances will we be liable in any way for any User Information, including, but not limited to, any errors or omissions in any User Information, any loss or damage of any kind incurred as a result of any User Information, or any use of User Information by insurance companies or others who may receive it.

5.2 Investigations; User Cooperation

We reserve the right but not the obligation to in our discretion investigate any and all reports, complaints, and claims of violations or misconduct, and to prosecute such violations or otherwise suspected misconduct to the fullest extent of the law.

Without limiting the foregoing, we have the right, but not the obligation, at any time and without notice, to monitor access to or use of the Website or Services by any User, to access, review, preserve, and disclose any User Information, or to remove any User Information, if we believe that it is reasonably necessary to comply with any law or regulation or satisfy any legal process or governmental request (for example, a subpoena, warrant, order or other requirement of a court, administrative agency or other governmental body), to respond to claims asserted against us, to enforce and to ensure a User's compliance with the Terms, including the investigation of potential violations, to conduct risk assessments and prevent, detect, and investigate incidents of fraud, security, and technical issues, to protect our rights, property or safety, and for the purpose of operating and improving the Website and Services (including for customer support purposes). You agree to cooperate with and assist us or our representatives in good faith, in any investigations, including by providing us with such information as we may reasonably request.

6. INTELLECTUAL PROPERTY

6.1 Generally

The Website and Services, including all features, functionality, tools, and content thereof, are protected by copyright, trademark, patent, and other laws of the United States and other jurisdictions. The Website and Services, and all intellectual property rights therein, are the exclusive property of us and, if applicable, our licensors. You may not remove, alter, or obscure any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying the Website or Services.

Our trade names, logos, and other trademarks and service marks ("Marks") are our property. You are not permitted to use Marks without our prior written consent.

You may not use, copy, reproduce, distribute, license, sell, transfer, publish, post, publicly display, publicly perform, transmit, broadcast, adapt, modify, prepare derivative works based upon, or otherwise exploit any features, functionality, tools, or content of the Website or Services in any form or by any means, or sublicense the rights granted in the Terms, except as expressly permitted herein, without our prior written permission of or the intellectual property owner, as applicable. Any licenses granted in the Terms are subject to modification or revocation at any time at the licensor’s sole discretion.

No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for licenses and rights expressly granted in the Terms. All rights not expressly granted to you by the Terms are reserved to us.

6.2 User Information

By submitting your User Information on, through or to the Website, you grant us a worldwide, non-exclusive, transferable, sublicensable, royalty-free right and license to use, copy, reproduce, process, and distribute your User Information electronically and otherwise as necessary or appropriate to provide the Services to you and for other uses described in the Terms and Privacy Policy, including, without limitation, to obtain both public and privately held User Information from third parties for the purpose of determining insurance coverage eligibility; disclose your information to insurance companies or to other insurance brokers, intermediaries, and other third parties (including lead exchanges) in order to facilitate determining eligibility for and purchase and maintenance of insurance products; provide customer support services, and otherwise operate the Website, including for product development and de-bugging purposes.

Uses of User Information by us, or others with whom you have consented to allow us to share User Information, may be made with no compensation paid to you. However, we may receive commissions, fees, and other compensation for sharing your User Information as permitted by the Terms and Privacy Policy. We will not be responsible or liable for any use of your User Information by us or any third party in accordance with the Terms.

We do not claim any ownership rights in your User Information and nothing in the Terms will be deemed to restrict any rights that you may have to use and exploit any such information separately from your use of and access to the Website.

You are solely responsible for your User Information, and for any consequences thereof, including the use of and reliance on your User Information by us or third parties with whom you allow us to share it.

You represent and warrant that you have all the rights, power and authority necessary to grant the rights to your User Information granted by you under the Terms, and that neither your User Information, nor our use of your User Information (or any portion thereof) on or through the Website or in connection with the Services will infringe, misappropriate, or violate the rights of any person or entity, including patent, copyright, trademark, trade secret, moral rights, industrial rights, database rights, or other proprietary or intellectual property rights, rights of publicity or privacy, or data protection or contractual rights, or result in the violation of any law or regulation.

6.3 Feedback

We welcome and encourage you to provide feedback, comments, ideas and suggestions for improvements, enhancements, and modifications to the Website ("Feedback"). You may submit Feedback by e-mailing us, at support@huckleberry.com. All Feedback you give us will be treated as non-confidential, and will be our sole and exclusive property. Without limiting the foregoing, Feedback may be disseminated or used by us or our affiliates for any purpose whatsoever, including developing, improving and marketing products. You hereby irrevocably transfer and assign to us all of your right, title, and interest in and to all Feedback, including all worldwide patent, copyright, trade secret, moral, and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. You agree to sign and deliver such documents, and otherwise provide such assistance, as may reasonably be required from time to time to perfect our rights in such improvements, enhancements, and modifications.

7. NO ADVICE, ENDORSEMENTS, OR GUARANTEES

7.1 No Advice

No information available on or through the Website is intended to be a substitute for professional tax, legal, or financial advice, or to constitute the kind of insurance advice that can only be provided by insurance brokers (since we are an insurance agent, not a broker).

7.2 No Endorsement

We do not recommend or endorse any plan, product offering, or provider, or any other information that may be mentioned on the Website or that may be offered by or through another insurance broker or intermediary to whom we may refer you. Reliance on any information provided by us is solely at your own risk.

7.3 Links to Third Party Websites and Services

The Website may provide links to third-party websites, resources, or services. We are not responsible or liable for the availability, terms, or practices of such websites, resources, or services or the content, products, or services available on or through them, and we do not guarantee that any information provided is complete, accurate, or up-to-date. Links to such websites, resources, or services do not imply any endorsement by us of them or the content, products, or services available on or through them. You assume sole responsibility for and all risk arising from your use of any such websites, resources, or services or the content, products, or services available on or through them. We will not be responsible or liable for any damage, or harm resulting from your interactions with such websites, resources, or services, or the content, products, or services available on or through them.

7.4 No Guarantee of Quotes, Fees, Terms, Rates, Coverage, or Services

We endeavor to provide accurate information on the Website. However, information on the Website may be out-of-date and prices for many insurance products may change at any time without notice. We do not make any warranties or representations regarding the quotes, fees, terms, rates, coverage, products, or services offered or made available by any insurance company or other third party. We do not guarantee that quotes, fees, terms, rates, coverage, products, or services offered by any insurance company or by or through another insurance broker or intermediary are the best or least expensive available or that they will be appropriate or adequate for your needs including but not limited to with respect to limits, deductibles, or specific coverages and exclusions. We may in our discretion not seek quotes from all the insurance carriers we have access to. We cannot guarantee that you will receive quotes for insurance that meets your needs. Additionally, laws or other forms of regulation may impact the insurance costs or coverage provided.

8. WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY, & INDEMNIFICATION

8.1 Warranties by Users

You represent and warrant to us that:

you have the power and authority to accept and agree to the Terms,
you own or control all of the rights necessary to grant the rights and licenses granted by you,
you will not violate any federal, state or local laws, rules, or regulations or infringe the rights of any third party, including, any intellectual property, privacy, or publicity-related rights, in connection with your User Information or otherwise in connection with your access to or use of the Website and Services,
the exercise by us of the rights granted by you will not cause us to violate any applicable laws, rules, or regulations, or to infringe the rights of any third party, and
all User Information provided by you will be complete, accurate, and up-to-date when provided, and updated as necessary to ensure that it remains complete, accurate, and up-to-date.

8.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE OR RIGHTFUL CLAIM, WARRANTIES AS TO THE RELIABILITY OR AVAILABILITY OF THE WEBSITE OR SERVICES, THAT USE OF THE WEBSITE OR THAT SERVICES WILL BE FREE OF HARMFUL CODE, UNINTERRUPTED OR ERROR FREE, OR NOT SUBJECT TO BREACH, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED AND WARRANTIES AS TO THE COMPLETENESS, ACCURACY OR TIMELINESS OF ANY WEBSITE CONTENT.

8.3 Limitation of Liability

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW:

THE ENTIRE RISK ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE OR SERVICES IS AND REMAINS EXCLUSIVELY WITH YOU.
WITHOUT LIMITING THE FOREGOING, WE DISCLAIM ANY AND ALL LIABILITY RELATED TO YOUR USE OF OR INABILITY TO USE THE WEBSITE OR SERVICES, THE ACTS OR OMISSIONS OF ANY THIRD PARTY WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE OR SERVICES (INCLUDING ANY OTHER INSURANCE BROKERS OR INTERMEDIARIES), AND ANY USER INFORMATION SUBMITTED, PROCESSED, OR DISTRIBUTED IN CONNECTION WITH THE USE OF THE WEBSITE OR SERVICES.
ACCESSING AND USING THE WEBSITE AND SUBMITTING AND TRANSMITTING YOUR USER INFORMATION ARE DONE AT YOUR OWN DISCRETION AND RISK, AND YOU RELEASE US AND WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGES CAUSED BY OR ARISING IN CONNECTION WITH ANY OF THE FOREGOING.
IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR DAMAGES FOR LOST REVENUES OR PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE WEBSITE OR SERVICES, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE WERE INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
WE WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE, OR OTHER DEFECTS IN THE WEBSITE, FOR BREACHES Of THE WEBSITE, OR FOR THE INCOMPATIBILITY BETWEEN THE WEBSITE AND YOUR BROWSER OR OTHER SITE ACCESSING PROGRAM.

CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR LIMITATION OF CERTAIN DAMAGES, SO THESE LIMITATIONS AND EXCLUSIONS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT, OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. IN THE EVENT THAT ANY LIMITATION OF OUR LIABILITY IN THE TERMS IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY AND ALL MATTERS ARISING OUT OF OR IN CONNECTIN WITH YOUR USE OR ACCESS OF THE WEBSITE OR SERVICES SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (US$100) AND IF THAT IS NOT PERMITTED, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE BY LAW.

8.4 Basis of the Bargain

THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU AND WILL SURVIVE AND APPLY EVEN IF YOUR REMEDIES ARE FOUND OR ALLEGED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

8.5 Indemnification

To the maximum extent not prohibited by applicable law you agree to release, defend, indemnify, and hold us, our parent entities, subsidiaries, affiliates, licensors, and service providers, and each or the foregoing’s officers, directors, shareholders, agents, employees, insurers, attorneys, and representatives, harmless from and against any claims, allegations, investigations, liabilities, damages, losses, costs, attorney fees and litigation costs, and expenses, of any kind no matter whether arising under law, statute, equity, or otherwise, and regardless of any of the foregoing’s negligence, in whole or in part arising out of or relating to or in any way connected with your access to or use of the Services or the Website or any and all features, functionality, tools, content and promotions available on and through the Website, your User Information, any interactions with any third party, your breach of the Terms or any violation of national, federal, state or local, or other applicable laws, rules, or regulations, or any infringement or misappropriation of the rights of any third party, any wrongful act or omission by you or a party on behalf of which you act, or your negligence or willful misconduct.

8.6 Obligation to Defend

You agree that, at our option, you will conduct the defense of any claim, allegation, or action subject to section 8.5; provided that, notwithstanding our election that you to conduct the defense, you will defend us through counsel reasonably acceptable to us, we may participate in such defense or settlement negotiations and pay our own costs associated therewith, and you will not enter into any settlement or other compromise without our prior written approval unless such settlement or other compromise includes a full and unconditional release of us and anyone entitled to indemnification under the Terms from all liabilities and other obligations in respect of such claim or action and does not admit guilt, fault, or liability on behalf of or require consideration to be provided by us or anyone entitled to indemnification under section 8.5.

8.7 No Implied Indemnity

Neither you nor any other person or entity shall be entitled to any form of equitable or implied indemnification from us.

9. INTERPRETATION & DISPUTE RESOLUTION

9.1 Governing Law

The Terms shall be governed by and interpreted in accordance with the substantive laws of the state of New York without regard to conflict of law principles.

9.2 Arbitration

Subject to section 93 below but otherwise notwithstanding any contrary provision of these Terms, all disputes, claims, controversies, and matters relating to or in connection with these Terms or the breach thereof or any transactions hereunder shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules ("AAA Rules"), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in Rochester, New York before a single neutral arbitrator appointed in accordance with the AAA Rules and shall be conducted in the English language. All arbitrations shall be conducted and resolved on an individual basis and not a class-wide, representative, multiple plaintiff, or similar basis; the arbitrator will not have authority to resolve cases otherwise. No arbitration shall be consolidated with any other arbitration proceeding involving any other person or entity without our consent. The arbitrator will render a reasoned, written opinion based on the law and evidence adduced only (and not on notions of fairness).

9.3 Jurisdiction and Venue

Subject to the above arbitration provisions, the parties agree that any and all disputes, claims and actions, at law or in equity, arising out of or relating to or in connection with the Terms or the breach, termination, enforcement, interpretation or validity thereof, the Services, or the use of the Website (collectively, "Disputes") will be resolved exclusively in the federal or state courts located in Monroe County, New York and each party agrees and consents that such courts shall have jurisdiction and venue for any such actions, except that we retain the right to submit a Dispute to any court of competent jurisdiction. We also may seek injunctive or other equitable relief for breach of these Terms in any court of competent jurisdiction wherever located. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. The prevailing party in any suit, action, or proceeding, including any arbitration proceeding, will be entitled to recover its reasonable legal fees and costs and expenses.

9.4 Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US OR OUR AFFILIATES ONLY ON AN INDIVIDUAL BASIS AND HEREBY WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, REPRESENTATIVE PROCEEDING, OR OTHER COLLECTIVE ACTION TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW. UNLESS BOTH WE OTHERWISE AGREE IN WRITING, NO COURT OR ARBITRATOR MAY CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR ENTITY’S CLAIMS OR OTHERWISE PERMIT ANY FORM OF CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.

9.5 Future Amendments to this Section

If we make any amendment to this Dispute Resolution section (other than an amendment to any notice address or site link provided herein) in the future, that amendment will not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the amendment. However, the amendment will apply to all other disputes or claims that have arisen or may arise between the parties.

10. MISCELLANEOUS

10.1 Privacy

Our collection and use of information about Users is governed by our Privacy Policy. By accessing and using the Website, you consent to the collection and use of this information in accordance with the Privacy Policy, including the transfer of this information outside the United States for storage, processing, and use by us.

In general, you consent to us and our affiliates contacting you using an automatic dialing system or prerecorded messages at the telephone number(s) you provide (you confirm you are or have consent from the subscriber or customary user of such number(s) to receive such contact), including but not limited to contact regarding promotional offers or messages. If you do not consent, we are not required to perform any Service or take any other action that relies on your consent. You are not required to provide consent as a condition of making any purchase, and you may withdraw consent at any time. As part of providing you the Website and Services, we may need to provide you with certain communications such as service announcements and administrative messages. These communications are considered part of the Services, which you may not be able to opt-out from receiving if you are receiving the Services.

10.2 Entire Agreement

The Terms constitute the entire and exclusive understanding and agreement between the parties regarding your access to and use of the Website, including the Services, and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between the parties regarding the subject matter hereof.

10.3 Assignment

You may not assign, transfer, delegate or sublicense any of your rights or obligations under the Terms, including by operation of law or merger or consolidation, without our express prior written consent which may be granted or withheld in our sole discretion. Any attempted assignment, transfer, delegation, or sublicense without our consent will be null and void. We may assign, transfer, delegate, and/or sublicense our rights and obligations under the Terms, in whole or in part, in our sole discretion, without restriction. Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and assigns.

10.4 No Agency

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by the Terms.

10.5 Survival of Terms

Any provisions of the Terms that contemplate performance or observance subsequent to the expiration or termination of these Terms of Service shall survive such expiration or termination.

10.6 Notices

Any notices or other communications from us to you permitted or required hereunder may be given via e-mail (in each case to the address that you have provided), by mail or commercial carrier, or by posting to the Website. The date on which such notice is transmitted will be deemed the date of receipt regardless of whether you open the email or otherwise receive or take notice of the notice. Notices from you to us will be given by mail or commercial carrier and be deemed received when actually received with proof of delivery at:

Paychex Insurance Agency, Inc.
225 Kenneth Drive
Rochester, NY, 14623

10.7 Waiver

Our failure to exercise any right or enforce any obligation under the Terms or to take action with respect to a breach by you or others will not constitute a waiver of such right, obligation, or breach. The waiver of any right, obligation, or breach will be effective only if in writing and signed by our duly authorized representative of ours. In addition, no waiver granted in any instance shall constitute a waiver in any other instance.

10.8 Remedies

Except as expressly set forth in the Terms, the exercise by any party of any of its remedies under the Terms will be without prejudice to its other remedies available under contract, at law, in equity, or otherwise.

10.9 Severability

Except as otherwise provided in the Terms, if an arbitrator or a court of competent jurisdiction finds any provision of the Terms to be invalid, void, or unenforceable, in whole or in part, for any reason, the offending provision will be enforced to the maximum extent permissible and will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect.

10.10 Headings

The headings in the Terms are for reference purposes only and do not limit or otherwise affect the meaning or interpretation of any of the provisions hereof.

10.11 Third Party Beneficiaries

Except as otherwise expressly provided (including with respect to persons or entities entitled to indemnification which are intended beneficiaries), the Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.

10.12 Construction

In the Terms, unless the context requires otherwise: "herein," "hereof," "hereunder," "hereto," and similar terms refer to the Terms collectively and as a whole, and not merely to the specific section, paragraph or clause in which the term appears, "or" connotes any combination of all or any of the items listed, “may” means “may but is not required to,” and "including" (and any of its derivative forms) means "including but not limited to."

10.13 Contact Us

If you have any questions or concerns, please contact us a support@huckleberry.com.
You can also write to us at:

Paychex Insurance Agency, Inc.
225 Kenneth Drive
Rochester, NY, 14623

10.14 California Residents

Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice:

Complaints regarding the Website or Services or requests to receive further information regarding use of the Website or Services may be sent to us at the address given above or to support@huckleberry.com.

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227, see www.dca.ca.gov for additional information.

HUCKLEBERRY BYPAYCHEX

WEBSITE TERMS OFSERVICE