Terms and Conditions

Terms and Conditions of Use – io.insure

16 February 2023

This document and our Privacy Statement (together the “agreement”, “Terms” or “Terms and Conditions of Use”) sets out the terms & conditions that apply to your use of the io.insure platform and includes the underlying Software, Computing Environment and Software Data (“Product”) and the provision of io.insure services (io.insure Services) to you. When we say we, us, our etc., we mean Pop Group Holdings Pty Limited. and its subsidiaries (“POP”) When we say you, your etc. we mean you, the person (or organisation) registering for and using our Product and (as relevant) all of your employees, colleagues and agents that use the Product. You promise to us that you have the authority to bind all relevant third parties to this document and our Privacy Statement and that you are also acting as their authorised agent for this purpose and when using our Product. We are going to rely on these promises. Our Privacy Statement is a part of and incorporated into this document.

The Product 

The Product is an online marketplace tool. Subject to payment of relevant charges linked to a project or proposal that you launch or are invited into, we promise to allow you access to the latest stable version of the Product via the internet and to provide any additional services you have purchased. 

Duty of Disclosure Notice

1. The Product provides products and services on behalf of insurers and/or on behalf of agencies providing underwriting or other services on behalf of insurers. Any information requested on the io.insure website is an authorised request for information as authorised by the insurers or partners with whom io.insure does business. For the period prior entering into an insurance contract, you have a duty of disclosure. This duty of disclosure requires you to inform the insurer, in this case via io.insure, of anything that you know, or could reasonably be expected to know, may affect the insurer’s decision to insure you and on what terms. You have this duty until the insurer agrees to insure you. You have the same duty before you renew, extend, vary or reinstate an insurance contract (Duty of Disclosure). If you do not fulfil the requirements of this Duty of Disclosure, your insurance contract may be cancelled or the amount paid to you in the event of a claim may be reduced, or both. If your failure to fulfil this duty is fraudulent, your claim may be refused and the insurance contract may be treated as if it never existed.

2. When completing the application, and at subsequent renewals, you are obliged to report and provide full details of all circumstances of which you are aware and which a reasonable person in your position would consider may give rise to a claim. It is important that you make proper disclosure (see Duty of Disclosure Notice, above) so that your cover under any policy is not compromised. If you are acting on behalf of another person, you agree to inform them of their Duty of Disclosure and to act as if you are that person to fulfil the requirements of this Duty of Disclosure in full.

The terms of use and access of the io.insure Eco-System

1. io.insure is an eco-system consisting of our Product, our users, insurers and insurance agencies, and their clients (io.insure Eco-System). It is central to the io.insure Eco-System that every participant acts in good faith, is honest, fair, reasonable and respects each participant in io.insure Eco-System (io.insure Values). You promise to us (and to each other user) that you will abide by and actively comply with io.insure Values. While using the Product you will not:

• infringe any laws, third party rights or our policies
• behave in a manner inconsistent with io.insure Values
• use our Product if you are not able to form legally binding contracts, are under the age of 18, or are suspended from using our Product
• interfere with other users’ accounts, or content
• use a project for more than one transaction (or series of directly linked transactions)
• seek to access, actually access or provide a third-party access to the Product for any reason other than genuinely using the Product as a customer of io.insure or as an invited user by a customer of io.insure (or their representative)
• circumvent or manipulate our fee structure, the billing process, or fees owed to us
• post false, inaccurate, misleading, defamatory or offensive content (including personal information)
• take any action that may undermine or circumvent io.insure Eco-System
• transfer your account and login information to another party without our consent
• distribute or post spam, unsolicited, or bulk electronic communications
• distribute viruses or any other technologies that may harm the Product, or the interests or property of our users
• copy, modify or distribute rights or content from our Product or our copyrights and trademarks, or
• harvest or otherwise collect information about our users, including email addresses, without their consent.

2. io.insure and its community of users (Community) work together to keep our sites and services working properly and the Community safe. Please report problems, misuse, deliberate circumvention, offensive content and behaviours, and policy violations to us. Without limiting other remedies, we may limit, suspend or terminate our services and user accounts, prohibit access to the Product, delay or remove hosted content, and take technical and legal steps to keep users off the Product if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies (including but not limited to io.insure Values). Additionally, we may, in appropriate circumstances and at our reasonable discretion, suspend or terminate accounts of users who may be repeat infringers of intellectual property rights of third parties. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue our services.

Privacy & confidentiality

1. We promise to keep all your confidential information (defined below) confidential. We will not disclose your confidential information to anyone unless you have already authorised us to do so, the other party already has knowledge of the information (before we disclose it) or we are required by law to disclose the information. The only people that will routinely see your confidential information are:

(a) people working for our organisation who have access to your information to enable the Product to work, to enable us to report usage to you and to help you if you have problems with the Product;

(b) members of the Community who have access to your information to enable the provision of services, or the Product to work, such as parties to a transaction within your project and their professional advisers, partners of io.insure including insurers or insurance agencies, and other authorised third parties,

(the “Purpose(s)”).

2. You promise not to disclose any confidential information in the process of using the Product without the written prior consent of the owner of the confidential information. You also promise to keep our confidential information confidential.

3. You hereby authorise us to access your information for these Purposes and to provide access to your information for these Purposes.

(a)        Each party to this agreement including you and us (each a “Party”) must keep the confidential information of the other party confidential.

(b)        A Recipient must not, without the express prior written consent of the Discloser:

(i)         directly or indirectly divulge or communicate or otherwise disclose the confidential information of the Discloser, in whole or part, to any third party; or

(ii)        use any of the confidential information of the Discloser for any purpose other than exercising its rights or fulfilling its obligations under this agreement.

(c)        A Recipient must take all precautions that are reasonably necessary to prevent any unauthorised disclosure of the Discloser’s confidential information to third parties, or unauthorised use of such confidential information and shall inform the Discloser of any suspected or actual unauthorised disclosure or use of such confidential information.

4. You and we hereby agree to comply with all applicable privacy laws. Our Privacy Statement forms a part of this agreement and governs all data collection and processing that will occur in the course of providing services to you. You have sole responsibility for the accuracy and completeness of all data you give us and you acknowledge that all outputs of the Product rely on this.

5. You represent, warrant and undertake to us that in relation to any Personal Information that the io.Partner discloses to the us in connection with this agreement:

(a)        the individual to whom the information relates has been made aware of the identity of us and the ioPartner Insurer and of any other matter of which you are required to inform an individual about from whom it collects Personal Information; and

(b)        that the disclosure of the Personal Information and its use by you, us and/or the ioPartner Insurer for the purposes of this agreement is authorised by or under the Privacy Act.

“Personal Information” has the meaning given in the Privacy Act.

“Privacy Act” means the Privacy Act 1988 (Cth).

6. For the purposes of this agreement, “confidential information” means all and any written or oral information of a technical, business or financial nature, which is taken by any provision of this agreement to be of a confidential nature, which the Discloser makes the Recipient aware is considered by the Discloser to be confidential and proprietary, or which has been obtained through or by virtue of this agreement (including any information concerning the contents of, or the matters contemplated by, this agreement), but does not include information which the Recipient can establish:

(a)        was in the public domain when it was given to the Recipient;

(b)        becomes, after being given to the Recipient, part of the public domain, except through disclosure contrary to this agreement;

(c)        was in the Recipient’s possession when it was given to the Recipient and had not been acquired in some other way (directly or indirectly) from the Discloser; or

(d)        was lawfully received from another person who had the unrestricted legal right to disclose that information free from any obligation to keep it confidential.

Discloser means the party giving or who gave information.

Recipient means the party to whom information is given.

Claims

“Claim” means a claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

“Loss” means a damage, loss, cost, expense or liability incurred by the person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

1. You agree to safeguard the interests of us and the ioPartner Insurer, and promptly report with full details to us and the ioPartner Insurer any fact, occurrence or incident that may result in a Claim or Loss or increased risk of Loss to us or the ioPartner Insurer. 

2. You must report any subsequent information regarding any such Claim or Loss to us and the ioPartner Insurer. 

3. You must immediately notify us and the ioPartner Insurer of any Loss, Claim or similar occurrence upon discovery. 

4. We will not provide you with any assistance in relation to insurance Claims or related issues (unless we so agree to in our sole discretion), and has no Claims settlement authority.

5. You indemnify us and ioPartner Insurer in respect of any and all Claims or Losses incurred by us and/or ioPartner Insurer in respect of your obligation to pay a Claim in relation to any insurance contract for an Insurance Product.

6. We receive and hold the benefit of this Claims clause to the extent it relates to an ioPartner Insurer on behalf of each ioPartner Insurer.

Cost and payment 

1. Fees to use io.insure are as per any commercial terms you agree with us from time to time. All subscriptions to use the Product are to be paid in advance relevant to the subscription period. Access to io.insure is always subject to your payment of all relevant fees due to us or the payment of fees related to a project or proposal you have been given access to. Failure to make any payment due to us on time is likely to result in us turning off access to the relevant projects for all users who have permission to access those projects until such time as you have remedied your payment failure. We are not liable in any way for any loss that may occur pursuant to us switching off or denying any user access to the Product for any reason whatsoever.

2. If you nominate a third-party to pay for any project or access, you are also liable for that payment should they fail to pay us on time. When nominating a third-party to pay for a project you are doing so as their agent.

3. On cancellation of any insurance policy effected through the io.insure website, any fees paid to us are non refundable to you and may be deducted by us from any refund otherwise payable by the insurer to you on cancellation of the policy, irrespective of any terms to the contrary in the policy. 

4. In respect of your free, trial, or non-fee-paying use of the Product, POP reserves the right to suspend your access subject to agreeing commercial terms or paid use of the Product.

Agency Notice

In effecting insurance or provision of services via the Product, POP , or its related party, will be acting under authority given to it by the insurers or insurance agencies, as authorised agent and will be effecting the contract as agent of the insurers and not you or the insured.

Publication

We may tell people that you and anyone you invite into a project are using the Product including but not limited to in press releases and using your name and trademark on our marketing materials and website and you consent to us doing that. We will not use your name and trademark for any other reason. You give us ongoing and irrevocable consent to use your name and to describe the circumstances of your use of the Product where we need to do so to stay compliant with applicable laws, regulations and rules of stock exchanges we are subject to.

Deletion and fair use

Any project you create in the Product will be deleted after 3 months of inactivity. Fees may apply to re-activate and access to archived content. You agree at all times to ensure you do not engage in Unfair Use of the Product. Unfair Use means use of the Product in a way which: creates a risk to the integrity of the Product or the network, systems, equipment or facilities used in connection with the Product; effects the quality of any service we provide; and in an excessive manner including but not limited to excessive use or storage of data which is to be judged by us in our sole discretion; is deceitful; is for a purpose other than genuinely using the Product for its intended purpose. 

Product changes & limitations

You acknowledge that from time to time we may change, add or delete functions, features, service levels, performance or other characteristics of the Product and our feature tiers and correct errors or upgrade the Product . You also acknowledge that we do not guarantee that any change, addition, deletion, error correction, patch or new version will be compatible with any other application, software or interface that connects to or interfaces with the Product. We will provide reasonable assistance, but reserve the right to refuse to provide help in our sole discretion should we feel you are being unreasonable in your requests. You acknowledge that the internet and your communications network is not in our control. We reserve the right to refuse to allow the upload of documents and to remove documents if we deem (in our reasonable opinion) that the document is breaching someone’s rights or the law. We are not liable to you in any way for any loss, cost, damage and the like when we do this. You authorise us to amend your documents when you ask us to add watermarks to those documents. 

Registration, access and use

You will only access the Product through a web browser and you acknowledge you are responsible for the provision of internet access, modern chromium based web browsing software and ensuring your computer systems meet minimum requirements in order to use the Product. You promise to pay for all aspects of the Product you choose to purchase, at the prevailing rates. You also promise to generally co-operate with us in connection with the Product and follow all reasonable instructions from us. You are required to register your details and create a user profile before being able to use our Product. We will use all information that you provide through the registration process in accordance with our Privacy Statement. Each user may not have more than one active user profile, and a profile is non-transferable. You may update, edit or terminate your profile at any time. If you choose to use a workplace email address for your profile, then you are solely responsible for ensuring that you comply with the rules, policies or protocols that apply to the use of your email address and your workplace facilities. You must use reasonable efforts to prevent unauthorised third parties from accessing the Product and you agree to keep all login details secret. You agree that the access rights of any individual user permitted to use the Product (for example on a named or password-enabled basis) cannot be shared or used by more than one individual. If you need a colleague to get access to the Product, invite them and they can register for their own profile. You will use your best endeavours to prevent viruses or other harmful or malicious code being present in the data that you give us or affecting the Product. You will ensure all information you provide is accurate when provided and remains up to date.

Consent and Authorised

1. You warrant to us that you have all required consents and authorities to use the Product in the way you do. You must not breach the terms of this document, break the law or breach any other person’s rights in connection with your use of the Product. If you do so we may suspend or cancel your account (or profile), any particular project, stage or document (or a combination of these things) linked to your account without notice or provision of reason, in our sole discretion, and we are under no obligation to re-instate anything suspended or deleted or allow you to create a new account (or profile). If you are a project owner and we take any of the actions described above this may mean those projects may be terminated and all related documents deleted. You acknowledge that this is reasonable to enable us to ensure we can protect the whole community of users.

2. You represent and warrant that you have full and legal authority to enter into this agreement between the parties and you acknowledge, understand and agree that this agreement between the parties is enforceable against any party on whose behalf you are entering into this agreement between the parties in accordance with its terms.

Intellectual property

“Intellectual Property” means all right and title in and to any intellectual and industrial property and proprietary rights (whether registered or unregistered), protected by statute or common law in Australia or elsewhere in the world including source codes, software (including for website and mobile-based applications) trade or service marks, business names, licences and logos, designs, design rights, copyright (including copyright in any website or social media content), domain names (and associated web content), patents, applications for and the right to apply for any such rights and all other similar proprietary rights which may subsist in any part of the world, together with all renewals, extensions, divisions and revivals thereof including the Configuration and the intellectual property arising in or out of connection with the io.insure platform, Software, Software Data and/or Product Documentation. “Client” means any insured which has entered into a contract of insurance in respect of an Insurance Product through the io.insure platform.

“Computing Environment” means the computing environment and infrastructure within which the Software is deployed.

“Configurations” means any settings of the Software including but not limited to the Software’s user interface, user experience, the pricing and underwriting engine and tools, workflows and configurations.

“Improvements” means all technical information or improvements (including any patents, discoveries, patentable inventions and know-how, trade secrets or confidential information developed or acquired relating to the Software and/or the Intellectual Property or activities related to this agreement that is not otherwise known by us to you from time to time.

“Insurance Product” means any insurance product issued by you or an ioPartner Insurer, which is available on the io.insure platform, including but not limited to:

(a)        Mergers & Acquisitions (M&A) Insurance:

(i)         Mergers & Acquisitions (M&A) Insurance Online (Mio©);

(ii)        Real Estate M&A Insurance Online (Rio©);

(iii)       Warranties & Indemnities (W&I) / Representations & Warranties (R&W) Insurance Online (WIN©);

(iv)       Sustainable Insurance Online (Sio©);

(b)        Financial Lines Insurance Online:

(i)         Professional Liability (PRO©);

(ii)        Management Liability (EXEC©);

(iii)       Directors & Officers (D&O) Liability;

(iv)       Sustainable D&O;

(v)        Crime;

(vi)       Investment Managers Insurance; and

(vii)      Cyber.

“ioPartner Insurer” means each licensed insurer which has an agreement with you or us to join the io.insure platform and has authorised its Quote Packs, Binder Packs and executed insurance contracts to be provided to insureds on the io.insure platform.

“Moral Right(s)” means:

(a)        a right of attribution of authorship;

(a)        a right not to have authorship falsely attributed;

(b)        a right of integrity of authorship; or

(c)        a right of a similar nature,

which is conferred by statute and which exists or comes to exist anywhere in the world.

“Product Documentation” means documentation and other material in relation to the Insurance Products used to:

(a)        provide information to Clients; or

(b)        promote, market and sell Insurance Products, including, marketing materials such as brochures, advertisements and articles, or any communication on the io.insure platform.

“Product Documentation” also includes product disclosure statements, quotation templates, Digital Proposal Forms (including 3DF and 2DF), application forms, Mio©, Rio©, WIN© or Sio© documentation including Mio©, Rio©, WIN© or Sio© Deeds, Quote Packs and Binder Packs, as relevant, policy wordings, policy schedules, certificates of insurance, and certificates of currency applicable to the Insurance Products.

 “Resulting Data” means any data or information arising from use by any person of the Product or Works, in anonymised or aggregated form and not including any of your content or personal information.

“Software” means the software on which the io.insure platform operates, being the end-to-end, configurable, modular platform for digitization of insurance processes (including all processes related to full policy administration, omni-channel distribution, product configuration, workflows and frontend application builder) deployed as a software-as-a-service and/or platform-as-a-service, and all Configurations, customisations, updates, upgrades, Improvements, enhancements, modifications, releases, revisions, and versions thereof, including all other works or material recorded and embodied in the software.

“Software Data” means any database, electronic file, table or document (including the developer guides, getting started guides, user guides, quick reference guides, and other technical and operations manuals and specifications for the Software made available by us to you, as updated by us from time to time) that may contain or store data of POP that it, or you or any other licensee of you directly or indirectly, created, collected, stored, modified, amended, altered, maintained, deleted, updated, sorted and/or is at any time provided by or with the Software, to you and/or any other licensees of POP, including any hardcopy or electronic copy or reproduction of the same.

(d) “Works” means all works, software, code, algorithms, documents, concepts, designs, systems and processes created, developed, programmed, invented or derived by POP (including its related entities or the employees, contractors, consultants and whether alone or in concert with others) or its licensors or in which any of those persons has any right, title or interest comprised in the io.insure website or the Product.

1. You acknowledge that we or our subsidiaries own or are the licensee (with right to sub-license) all Intellectual Property in and relating to the io.insure platform, Software and Software Data, whether in its original form or as copied or modified by the you (whether or not authorised by us or this agreement), which is and will remain the sole property of us or our subsidiaries. Without limiting the generality of the foregoing, you acknowledge that the Software and Software Data comprises Confidential Information and copyright material which is the property of us or our subsidiaries, and you must not do, allow, permit, or cause to be done, allowed or permitted, whether by any act or omission, anything which is inconsistent with or in derogation of the proprietary rights of us or our subsidiaries.

2. You acknowledge that we or our subsidiaries own or are the licensees (with right to sub-license) all Intellectual Property in and relating to the Product Documentation, whether in its original form or as copied or modified you (whether or not authorised by us or this agreement), which is and will remain the sole property of us. Without limiting the generality of the foregoing, you acknowledge that the Product Documentation comprises Confidential Information and copyright material which is the property of us, or our subsidiaries and you must not do, allow, permit, or cause to be done, allowed or permitted, whether by any act or omission, anything which is inconsistent with or in derogation of the proprietary rights of us or our subsidiaries.

3. Nothing in this agreement is intended to, does, or will be construed to, transfer ownership of or assign the Intellectual Property, or any part thereof, from the us or our subsidiaries to you or any other entity.

4. Your only right to the Intellectual Property is the limited licences set out above.

5. You hereby assign to us or our subsidiaries (as appropriate) any Improvements it or its contractors create to or in connection with the Intellectual Property, immediately upon that creation.

6. You unconditionally and irrevocably release us and our subsidiaries, and our and their respective licensees, successors in title, and anyone authorised by any of them to do acts comprised in copyright, from any claim that you may otherwise have, whether now or in the future, regarding an infringement of your Moral Rights (if any) in the Intellectual Property, and if required to do so by us and/or an ioPartner Insurer, will obtain equivalent releases from any other person controlled by or associated with You and who may be an author of Intellectual Property.

7. Nothing in this agreement affects the ownership of the Moral Rights in the Software.

8. You undertake that you will not, directly or indirectly during the term of the agreement and after the expiration or termination of this agreement, take any action, or assist any person to take any action, which would or might:

(a) invalidate or put into dispute us or our subsidiaries ownership of the Intellectual Property (as applicable);

(b) detract from the value of the Intellectual Property;

(c) oppose any application for, or invalidate any, registration of any right in respect of the Intellectual Property; or

(d) if a registration is, or becomes, registered, support an application to remove any right in respect of the Intellectual Property as a registered right.

9. You must not register, attempt to register or use any Intellectual Property which is substantially similar or identical to the Software, Software Data or Product Documentation.

10. You must:

(a) not represent itself as the owner of or having any interest in the Intellectual Property or any part of it;

(b) not use or allow the use of any Intellectual Property or any part of it in a manner that is contrary to or conflicts with or in any way damages our or our subsidiaries’ title or interest in the Intellectual Property (as applicable); and

(c) do all acts that may reasonably be required by us (at your cost) to ensure the protection of the Intellectual Property.

11. In the event the you learn of any infringement or threatened infringement of any of the Intellectual Property licensed under this agreement:

(a) you immediately notify the Licensor in writing giving particulars of the infringement; and

(b) POP, at their election, either take action or take no action in relation to the alleged or threatened infringement.

12. You must execute all documents and do all things reasonably necessary to aid and cooperate in the prosecution of any such actions brought by us and/or ioPartner Insurer under this clause.

13. You

(a) must use your best endeavours and all possible precautions to protect the Software, Software Data and Product Documentation from unauthorised access, use, damage, destruction, copying or loss;

(b) acknowledge the existence of certain copy protection devices and procedures with and within the Software and Software Data;

(c) must not use any device, software or routine (including a virus) intended to, or which may, damage or interfere with the proper working of the Software, or any part of it.

14. Nothing in this clause Intellectual Property clause effects any assignment of intellectual property rights in any services or items supplied under this agreement unless specified expressly in the agreement or agreed by the parties in writing.

15. If either party reasonably determines, or any third party alleges, that their use of intellectual property rights under this agreement infringes any person’s intellectual property rights, that party may (with the agreement of the other party which may not be unreasonably withheld) at their own cost and expense modify their use in such a way that they no longer infringe the relevant intellectual property rights.

16. We receive and hold the benefit of this Intellectual Property clause to the extent it relates to an ioPartner Insurer on behalf of each ioPartner Insurer.

Reservation of rights

All right, title and interest in and to the Product and Works (and any modifications, customisations, configurations and derivative works of the io.insure website, Product or works) worldwide are the exclusive property of POP and its related entities and its licensors. All such rights in and to the io.insure website, Product and works are not expressly granted to you and are reserved by io.insureand its licensors.

Limited Licence

1. We (or our subsidiary(ies)) grant you a limited, non-exclusive, non-transferable, non-perpetual, revocable licence to access and use the Product to the extent permitted by the terms of this agreement. This licence will remain in effect until the agreement between the parties expires or is terminated by you or by us, except where we suspend your account and/or your access to the io.insure website. This licence does not grant you any ownership rights nor any other right or licence of any kind (except as expressly set out above including, without limitation, any right to obtain possession of any source code, data or other technical materials in relation to the Product or Works), in respect of any of the io.insure website, the Product, the Works or the Intellectual Property Rights or proprietary information belonging to us or our licensors, including without limitation where they form part of the Product.

2. Subject to the terms of this agreement, io.insure must use all reasonable endeavours to maintain the availability of the Product.

3. For the avoidance of doubt, downtime caused directly or indirectly by any of the following will not be considered a breach of this agreement by you:

(a) a Force Majeure Event;

(b) a fault or failure of the internet or any public telecommunications network;

(c) a fault or failure of your computer systems or networks;

(d) any breach by you of this agreement; or

(e) maintenance services carried out in accordance with this agreement.

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, malware or other malicious software attacks or infections, power failures, industrial disputes affecting any party (other than industrial disputes concerning the affected party only), changes to the law, disasters, explosions, fires, floods, riots, epidemics, pandemics, activism, terrorist attacks and wars.

Limitations

1. You agree that you will not, and users will not (except as expressly permitted in a written agreement with us);

(a) permit any third party to access or use the Product or Works;

(b) modify, adapt, alter, copy, make derivative works, translate, reverse engineer, decompile, disassemble or otherwise derive or determine the source code (or the underlying ideas, algorithms, structure or organisation) of the Product or Works or attempt to do any of these things;

(c) disclose or transmit any content or data contained in the Product or Works (not including your content) to any third party;

(d) circumvent or endanger the operation or security of the Product or Works or attempt to do any of these things and you will use your reasonable endeavours to ensure that any guest users also comply with these limitations.

2. We warrant, represent and undertake (to the best of our knowledge) that the Product, as provided by us and used in accordance with the agreement between the parties and our instructions and policies, do not infringe the Intellectual Property Rights of any third party. For clarification, this warranty does not apply to any of your content, including without limitation where it is uploaded to or hosted on the Product.

Your content

1. You hereby grant us, our related bodies corporate and our suppliers a non-exclusive, worldwide, irrevocable (for the term of the agreement between the parties) licence to handle and process your content for the purposes of providing you with the Product and services and for all other purposes described in this agreement between the parties and our Terms and Conditions of Use and all other agreements between the parties relating to the Product.

2. We do not make any claims to any Intellectual Property connected with the data you provide us. We own (or hold relevant authorisations to) all other Intellectual Property connected with the Product and our supply of it to you. You consent to our use of your intellectual property for the purpose of providing the Product and associated services to you and to Community members, in accordance with the terms of this agreement.

Analytics Permitted

You agree that POP or its subsidiaries are permitted to run data analytics on the Product and your content for the purposes only of supporting the provision and development of services, Works and artificial intelligence/machine learning.

The things we will not be responsible for:

1. The following provisions only apply to the maximum extent permitted by applicable law. We accept liability that is imposed by applicable law and cannot be limited or excluded, which may include without limitation statutory liability for personal injury or death caused by negligence.

2. All express or implied guarantees, warranties, representations, or other terms and conditions relating to the Terms and Conditions of Use and all agreements relating to the Product, or the subject matter, are excluded from the agreement between the parties

3. If any guarantee, warranty, term or condition is implied or imposed in relation to the agreement between the parties under any applicable legislation and cannot be excluded (a “non-excludable provision”), and we are able to limit your remedy for a breach of the non-excludable provision, then our liability for breach of the non-excludable provision is limited (at our option) to:

(a) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or

(b) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.

4. Subject to our obligations under the non-excludable provisions and to the maximum extent permitted by law:

(a) subject to applicable law, our maximum aggregate liability for all claims under or in connection with the Product or its subject matter, is limited to an amount equal to the amounts paid and payable by you under the applicable fee agreement;

(b) we are not liable for, and no measure of damages will, under any circumstances, include special, indirect, consequential, incidental or punitive losses or damages, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage. Some jurisdictions do not allow for limitation of liability for incidental or consequential damages, so the limitations described above may not apply to you; and

(c) our liability to you under or in connection with the Product or its subject matter is reduced to the extent that your acts or omissions, or those of a third party, contribute to or cause such liability.

5. These limitations and exclusions apply regardless of the basis on which our liability arises, whether in contract, tort (including but not limited to negligence), in equity, under statute or on any other basis.

6. You indemnify us against any claim, action, proceeding or demand (“claim”) by a third party arising from or in connection with:

(a) any breach of your obligations under any of the following agreements between the parties:

(i) these Terms and Conditions of Use;

(ii) Privacy Statement;

(iii) Cookies policy; or

(b) our provision of access to your content as determined or instructed by you;

(c) your content, including but not limited to any claim alleging that your content or our handling or processing of your content:

(i) infringes the Intellectual Property Rights of a third party;

(ii) constitutes a breach of privacy law; or

(iii) results in unauthorised disclosure of confidential information of a third party; or

(d) any of our acts or omissions in reliance on false, misleading or incomplete information that you have provided to us, including without limitation, all liability, damages, losses, costs, charges, outgoings, payments and expenses suffered or incurred in connection with any such claim.

7. We indemnify you against any claim by a third party alleging that your use of the Product as provided and in accordance with this agreement between the parties and our instructions and policies infringes the Intellectual Property Rights of a third party, including without limitation all liability, damages, losses, costs, charges, outgoings, payments and expenses suffered or incurred in connection with any such claim. For clarification, this indemnity does not apply to any of your content.

8. In respect of the indemnities set out in the clauses above:

(a) the indemnified party must:

(i) promptly notify the indemnifying party of any such claim;

(ii) provide full authority to the indemnifying party to assume control of the defence and settlement of any such claim, provided that the indemnified party will retain the right to defend or settle any portion of a claim to the extent that it is not within scope of an indemnity provided herein;

(iii) cooperate with the indemnifying party (at the indemnifying party’s expense) in relation to the claim; and

(iv) not make admissions in relation to the claim without the prior consent of the indemnifying party (such consent not to be unreasonably withheld); and

(b) if the indemnifying party does not assume control of the defence and settlement of any such claim within a reasonable period of time, the indemnified party will have the right to defend the claim in such manner as it may consider appropriate.

Third party providers

Some aspects of the Product are provided by third parties from time to time, such as the underwriting or insurance policy issuance, the hosting of the Product, other services and analytics. You consent to us doing that and authorise us as required to enable us to do this to allow the Product to work as intended and provide a range of services to you and the Community. We will use cloud computing services and software as a service in connection with the Product. We are not liable to you for anything any third-party supplier to us does, or fails to do, which may impact your use of the Product. You agree not to pursue or make any claim against any of our third-party suppliers in connection with the Product. You consent to our use of third parties in supplying the Product to you and to the use of the information and data those third parties create in the course of providing services to us connected with the Product.

No Liability

1. To the extent permitted by law we are not liable to you for any consequential, indirect, special, punitive, remote or incidental damages or for any loss of profit, loss of data, loss of goodwill, loss of business, loss of opportunity, increased financing costs, or any failure to realise anticipated savings or any type of commercial or economic loss. All services supplied to you by us may come with guarantees, warranties, conditions or terms that cannot be excluded by law (“Implied Rights”). In relation to any service you purchase or request access to, whether on behalf of others or for yourself, we limit our liability in connection with Implied Rights to (when the problem is minor) at our option to providing the services again or a refund of amounts you have paid for the affected service, and when there is a major failure, you can cancel the services and get a refund, or get compensation for the difference in value between what you got from us and what you paid. Nothing in this document excludes, restricts or modifies any condition, guarantee, warranty, right or liability protected by law to the extent that such exclusion, restriction or modification would render this document or any provision of this document void, illegal or unenforceable. Save for in relation to claims you make in connection with Implied Rights, the maximum amount we will be liable to you in connection with any claim (or claims) you make in connection with your use of the Product is an amount equal to 75% of the fees paid by you for the services from which the claim(s) arise.

2. Each project is the provision of a separate service. We make no promise or warranty to you that the Product will meet any of your requirements, be error or defect free nor free from bugs, nor that it is impenetrable to malicious third-party attacks. Our liability to you for loss or damage of any kind arising out of this agreement or in connection with the relationship established by it is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise.

3. You indemnify us and will hold us harmless against any loss or claim we suffer due to your use of the Product. You have not relied on any representation made or implied by us or arising out of or implied by our conduct save for as expressly set out in this document. To the extent that we have made or implied, or by conduct given rise to or implied, any representation that is not expressly stated in this document, you are not proceeding in reliance on the representation. We make no promise, representation or otherwise in relation to any benefit you may obtain by using the Product and we guarantee in no way any increased sales, savings, transactions, revenue, goodwill or profit or any other benefit that may flow from you using the Product.

4. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PRODUCT AND ANY WORKS IS AT YOUR SOLE RISK. THE PRODUCT AND ANY WORKS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU FURTHER EXPRESSLY AGREE THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE PRODUCT OR WORKS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT AND THAT NO ACCOUNTING, FINANCIAL OR LEGAL ADVICE OR COUNSEL IS GIVEN OR SHALL BE DEEMED TO HAVE BEEN GIVEN BY THE IO.INSURE SERVICES OR WORKS.

5. Some of the Product’s services or Works may provide recommendations, comments and prompts, including but not limited to general advice in relation to insurance, predictive insights or statistical analysis. These will not take account of your particular objectives or circumstances and are not a substitute for legal, accounting or other professional advice. You should determine independently or, with the aid of appropriate professional advice, whether and how to proceed with any recommendations, comments or prompts provided to you. You should also read carefully any policy wording provided to you in relation to insurance, and any other insurer disclosure notices.

General 

If any provision of this document is held to be invalid or unenforceable, such provision will be severed and the remaining provisions will remain in effect. In our sole discretion, we may assign our rights and obligations under this document to another entity. Headings are for reference purposes only and do not form part of this document. Our failure to act on a breach by you or others doesn’t waive our right to act on subsequent or similar breaches. This document contains the entire understanding and agreement between you and us in connection with the Product. All sections which by their nature are intended to survive termination of this document will be deemed to survive.

Amendments to this agreement

As our business evolves, we may change the Terms and Conditions of Use contained in this agreement between the parties and the other components of the Product and the services offered. We will post the amended terms on a relevant site of ours or directly to the email address linked to your account (or profile). Except as stated elsewhere, all amended terms will automatically be effective as soon as you continue to use our Product or services. If you do not accept the changes, you should contact us to discuss your concerns, or close your account (or profile) and the terms of this agreement apply.

Force Majeure

If a party by reason of Force Majeure is unable to perform or carry out any obligation under this agreement, then that obligation is suspended for so long and to the extent that it is affected by the Force Majeure. This does not apply to any obligation to make a payment. In the case of a Force Majeure event, the affected party must give notice to the other party with reasonable particulars including, so far as it is known, the probable extent to which the party will be unable to perform or carry out or will be delayed in performing or carrying out its obligations. A party is not liable for any failure or delay in the performance of any of its obligations under this document to the extent that the failure or delay is attributable to Force Majeure, regardless of the length of time for which the Force Majeure continues. For the avoidance of doubt, it is noted that a party to this document may still suffer damage which that party may seek to recover from a third party, due to a failure or delay in the performance of an obligation under this document by a party to this document, attributable to circumstances amounting to Force Majeure which involve the third party. In the event of Force Majeure we may terminate this agreement immediately.

Governing Law

This document is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place. Any rights or remedies to which you are entitled in connection with Implied Rights arise independently of these terms and conditions and the jurisdictional selection provision above does not apply to any claim you may have under those Implied Rights.