This Terms of Service (the “Agreement”) is entered into by Strand and the individual(s) and/or business using the Services (“You” or “Your”), and governs how You are allowed to use the Services. By accessing and/or using the Services, You are agreeing to be bound to and abide by the terms and conditions of this Agreement. If You do not agree with this Agreement, You must immediately discontinue use of the Services.

Strand reserves the right, in its sole discretion and without any obligation or prior notice, to change, modify, delete or amend the Services and/or this Agreement, or any referenced policy, at any time. Continued use of the Services, including after any such changes have been posted, shall constitute Your agreement to such changes.

Accounts and Passwords

The Services may provide for an account creation process intended for use by Strand clients, prospective clients, business associates, agencies and associated users. Creation of an account may require an existing Strand premium finance agreement or other agreement and/or contract, and is Your acknowledgement that the account and/or user is, or has permission of, the customer, insurance agent or insurance agency named for the creation of the associated account. Use of the Services by an account and/or user is acknowledgement by You, and if applicable, the user, that each is responsible for the activities of such users, including any related fees.

You are responsible for keeping the credentials used to access the Services, and specifically the account credentials, confidential and secure. You are responsible for any activities performed within that account, whether or not You have authorized said activity. You agree to immediately notify Strand if You suspect unauthorized access or use of Your access to the Services. Strand is not responsible for any losses due to stolen, hacked, or otherwise compromised credentials.

Strand reserves the right to accept, reject or cancel accounts and/or users, at its sole discretion, without notice.

Payments, Payment Methods, Fees and Refunds

If applicable, for as long as You have an account associated with a Strand premium finance agreement, or otherwise, You may provide a valid payment method in the form of either a credit card or bank account ACH details, which shall be retained by Strand for future use, including for Your convenience, for manual payments and for automatic recurring payments. You will update the information for any payment method that expires or is otherwise no longer valid. By providing Strand with these payment method details, You represent and warrant that You are authorized to use such payment method and that charges to that payment method will not be rejected. Furthermore, You expressly authorize and permit Strand, as itself, through an agent or through its service providers, to charge, or otherwise debit, such payment method for invoices, fees or bills charged in association with Your account, specifically including the use of the payment method(s) for both manual and recurring payments due for Your associated premium finance agreement(s) and any fees for using the Services to do so. Strand may process payments, either by Your request, or at its sole discretion, in partial allotments and/or multiple charges or debits, not to exceed the balance due under the payment.

In the case of user accounts for insurance agents, insurance agencies or their designated representatives, You acknowledge that by providing payment credentials on behalf of a client or another user, You represent and warrant that You have been given express permission to do so from the owner of the payment method for the finance agreement(s) to which You apply this payment method.

The Services offer functionality which may allow for users to submit payments, billable requests or make purchases which may result in additional service fees being charged to the account or payment method being used. By using the Services, You agree to be responsible for service fees and payments associated with these transactions. Except as specifically defined in a premium finance agreement, Strand may change its service fees or billing processes at any time.

To cancel a payment, modify a scheduled payment or to request a refund made through the Services, please contact Strand using the information contained in this Agreement. To cancel a payment, modify a scheduled payment or to request a refund made through an agent or third-party service, please contact the agent or third-party service directly.

Strand, in its sole discretion and without prior notice, may refuse to accept a payment from a user or account through the Services, or by using a certain payment method.

Automated Communications

Various features provided by the Services may provide automated notifications in the form of emails, text messages and/or push notifications. Use of the Services is acknowledgement that You permit Strand to transmit these automated notifications and that Strand is not responsible for any fees incurred as a result of receiving or these notifications. Strand is not responsible for any damages associated with Your failure to receive these notifications.

Electronic Consent

By using the Services, You acknowledge and agree to receive electronic communications from Strand, as applicable, including but not limited to: email, push notifications, SMS/text messages, automated phone calls, etc. Such communications may include statements, disclosures, payment reminders, alerts, confirmations and similar. Per regulation, certain paper communications will still be physically mailed to You, including but not limited to: late notices, cancellation notices, collections notices and similar. If You wish to opt out of receiving electronic communications, please contact Strand using the information contained in this Agreement.

Representations and Warranties

By using the Services, You represent and warrant that:

• If an individual, You are at least eighteen (18) years old;
• If a business, You are duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws of its jurisdiction of incorporation, organization or chartering;
• You are in compliance with all applicable laws, rules and regulations;
• You are not presently the subject of, or in contemplation of, a proceeding in bankruptcy, receivership, or insolvency, or if You are a debtor in bankruptcy, the applicable Bankruptcy Court has authorized any transaction using the Services;
• You have the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder;
• You will provide accurate, complete and up-to-date billing and/or contact information;
• You are not or based in any country or region that is subject to a U.S. government embargo, has been designated as a “terrorist-supporting” country, or are listed as a sanctioned person, group, entity or organization by the U.S. Department of the Treasury Office of Foreign Assets Control; and
• You acknowledge and agree to the terms and conditions of this Agreement.

Conduct and Compliance

You acknowledge that the use of the Services is in compliance with all applicable laws and regulations. When sharing information about third party persons (someone other than Yourself), including the act of adding additional users to Your organization’s subscription or account, if applicable, it is Your responsibility to ensure that You have received valid consent of the individual(s) involved before sharing this information, including consent to transmit this data across borders as necessary to reach Strand’s servers, or those of the applicable providers and/or vendors, based in the United States.

You agree not to use the Services to:

• Upload, submit, post or otherwise transmit content that is unlawful, defamatory, abusive, threatening, libelous, tortuous, harassing, vulgar, pornographic, obscene or otherwise indecent, or that could constitute or encourage conduct that could be considered a criminal offense, give rise to civil liability or otherwise violate any law;
• Upload, submit, post or otherwise transmit content that infringes or otherwise violates the rights of any third party; including without limitation privacy rights and proprietary rights;
• Upload, submit, post or otherwise transmit content that contains viruses, intentionally corrupted files or any other similar software or programs that may cause harm to, or affect the operation of, another’s computer;
• Upload, submit, post or otherwise transmit content that is of consistently poor quality or that is deemed inappropriate as determined by the sole discretion of Strand;
• Impersonate or otherwise misrepresent Your affiliation with any other person or entity;
• Harm or knowingly endanger minors;
• Harass or stalk another individual;
• Store or collect personal data about other persons or entities that have provided content; or
• Violate any applicable federal, state, local or international law or regulation.

You further agree that You will not use any spider, robot or other automated device or program, methodology or algorithm having similar processes or functionality, or any manual process to copy or monitor any pages or data from the Services, or any other Strand property, unless such property is specifically designated for such purpose by Strand.

You expressly agree to not use the Services and/or the information, metrics or other data contained therein, for the purposes of competing with, or providing services to competitors of, Strand or any of its Services.

Furthermore, You agree to always use the most recent version of the Services available to You and acknowledge that Your failure to do so may result in certain errors or loss of information. Strand shall not be held liable for any issues or damages caused by the use of outdated versions of the Services.

Disclaimer of Liability

To the maximum extent permitted by law, You assume full responsibility for the use of the information and/or functionality described or contained within the Services, as well as for any loss that results from Your use of the Services. Furthermore, Strand, members of its management, directors and/or any of its employees or agents:

• Assume no responsibility for anyone’s use of, or inability to use, regardless of reason or cause, the Services;
• Shall not be held liable for any improper or incorrect use of the Services; and
• Shall in no event be liable for any direct, indirect, incidental, special, exemplary or consequential damages however caused and on any theory of liability, whether in contract, strict liability or tort (including negligence or otherwise) arising in any way out of the use of the Services.

You, the user(s) of the Services, agree to hold Strand, its management, directors and its employees or agents harmless from and against any loss, damage or liability arising from the use of, or inability to use, the Services.

Strand is not responsible for the behavior or impacts of any third parties, recommended services, service providers, or other users of the Services.

Disclaimer of Warranties

To the maximum extent permitted by law, the Services are provided as-is. Except as expressly stated in this Agreement, Strand does not provide any warranties or conditions of any kind in relation to the Services, either express or implied. This includes, but is not limited to, warranties of merchantability and fitness for a particular purpose, freedom from uninterrupted and error free service, freedom from contamination from computer viruses and non-infringement of proprietary rights, which are, to the fullest extent permitted by law, excluded from the Agreement.

Indemnification

You agree to protect, defend, indemnify and hold harmless, Strand, its directors, officers, employees, agents and representatives from and against any and all loss, cost, expense, claim, and action of any kind or nature whatsoever (including court costs and reasonable attorneys’ fees), arising out of, or related to, any breach or alleged breach of this Agreement, and specifically against:

• Any and all claims of any intellectual property infringement related to the information You provide through the Services,
• Your use of the Services;
• Your violation of any laws or regulations;
• Third party claims that You or someone using Your account credentials or passwords did something that, if true, would violate any of these terms;
• Any misrepresentations made by You; or
• A breach of any representations You’ve made in this Agreement.

Limited License and Intellectual Property

Subject to the terms and conditions of this Agreement, Strand grants You a limited, revocable, non-exclusive, non-sublicensable license to access and use the Services.

Strand is and will remain the sole and exclusive owner of all right, title and interest in and to the Services and all intellectual property therein. You will not, nor will You allow any third party to, copy, modify, reverse engineer, or otherwise duplicate the Services or violate any of Strand’s rights herein.

Copyrights and Trademarks

No copyrighted material may be downloaded, reused, copied, distributed, modified, transferred, reposted, reproduced, displayed, transmitted, disseminated, published, broadcast, sold, circulated or otherwise used without expressly stated permission, either in such materials or within this notice, without the express written permission of Strand.

Reproduction, distribution, or copying of any copyrighted materials within the Services for commercial purposes is strictly prohibited without the express written permission of Strand.

Use of any service marks is prohibited without written permission from Strand. Third party trademarks, service marks, logos and trade names appearing within the Services are the property of their respective owners.

Information Provided by You to Strand

Strand does not claim ownership of any information or materials You provide, upload, post, submit or input to the Services (“Submissions”), unless otherwise provided under a written agreement with Strand or other terms and conditions included within the Services. Strand does not take any responsibility for the accuracy, sensitivity, value, appropriateness, or nature of Submissions. Unless otherwise agreed upon by Strand, by providing Your Submissions, You grant Strand permission to use Your Submissions, without compensation, citation or limitation, in connection with its operations including the rights to: copy, transmit, distribute, edit, reproduce, reformat and translate Your Submissions; including, but not limited to, use in the performance of its Services. By creating a Submission, You are warranting that the submission is accurate and You own all rights to the content of the Submission and the right to grant Strand permission to use the Submission. You further agree to hold harmless Strand, its directors, officers, employees and agents against all claims of any intellectual property infringement related to Your Submission. Strand may use or disclose Your information (including any personal information therein) only as described in this Agreement, Privacy Policy, or any other contract You or Your organization has entered into with Strand.

Strand Information Rights

Strand retains the right to complete and unfettered access to the data and analytics gathered and/or generated through use of the Services. Strand reserves the right to use or transfer, aggregate or otherwise process versions of such information without compensation, citation or limitation, in connection with its operations including, but not limited to, the rights to: copy, transmit, distribute, publicly display, edit, reproduce, reformat and translate such information.

Assignment

Strand may assign its rights under this Agreement to any party without Your consent. This Agreement shall inure to the benefit of the Strand, its successors and assigns. You may not assign, convey, subcontract or delegate Your rights, duties or obligations hereunder without the express, written consent of Strand. Such consent shall not be unreasonably withheld.

Privacy Policy

Strand maintains a Privacy Policy, accessible via the Services website, https://www.strandfinance.com/privacy-policy, and is hereby incorporated into this Agreement by reference.

Conflict, Law and Venue

In the event of any conflict between the terms and conditions of this Agreement and the specific terms contained within a separate contract or agreement, and specifically a premium finance agreement, between the parties, the specific terms and conditions shall prevail.

Any dispute regarding this Agreement, its underlying policies, or the Services, shall be governed by and construed in accordance with the laws of the State of New York, without regard to choice of law provisions, and in the court of competent jurisdiction in the state of New Jersey.

Should any part of this Agreement be held invalid or unenforceable by a court, that portion shall be construed consistent with the applicable law and the remaining portions shall remain in full force and effect.

Disclaimer for Third-Party Links and Software

Certain content, links or apps within the Services may direct to or use sources located on websites or in software or services maintained by third parties over which Strand has no control. Strand accepts no responsibility or liability for any material contained on or in those websites, software or services, including, but not limited to, the accuracy, functionality or legality. The existence of these external links, software or services do not constitute an endorsement by Strand or its representatives. It is Your responsibility to evaluate the content, accuracy and usefulness of any information, software or services obtained from third parties. Strand reserves the right to deny requests by third parties to be added to the Services.

Notices and Contact Information

Please direct all notices, questions or comments regarding this Terms of Service, the Services, or any other practices pertaining to Strand by using the following contact information:

• Email: support@strandfinance.com
• Mail: Strand, P.O. Box 309, Morganville, NJ 07751
• Phone: (732) 591-9515