Terms of Service

Original Revision February 2020

These Terms of Service ("Terms") govern your access to and use of the application, website, and services, including without limitation to apply for, purchase, renew and make changes to your insurance policy ("Services") provided by Woop Group, Inc. a Delaware corporation, and its subsidiaries including but not limited to Woop Insurance Agency LLC, a Pennsylvania limited liability company (collectively "Woop," "we," "us," or "our"), so please read these Terms carefully before using the Services.

References to "you" in these Terms of Service means you, your duly authorized representatives and any entity you may represent in connection with your use of the Services. Any reference made in these Terms to "Woop" shall be deemed to have been made to Woop Insurance Agency LLC., its subsidiaries, successors, assignees, and affiliates, as well as any company that controls Woop, directly or indirectly, and any other subsidiary of that controlling company.

By visiting our website and accessing the information, resources, services, products, and tools we provide for you (collectively, "the App"), either directly or indirectly (hereafter referred to as "Resources"), you agree to use these Resources only for the purposes intended as permitted by (a) the terms of this User Agreement, and (b) applicable laws, regulations and generally accepted online practices or guidelines.

Not all of the products or services described on the App are available in all areas of the United States and you may not be eligible for them. By accessing or using our Services, you agree to be bound by these Terms and by our Privacy Policy. The Privacy Policy includes important information about use of credit or credit-based information in determining your premium. If you do not agree to these Terms or the Privacy Policy, please do not access or otherwise use our Services or any information contained herein

Application License

Subject to these Terms and we grant you limited, non-transferable, non-exclusive, and revocable permission to access and use our Services on the App, provided that: (i) You will not copy, distribute or modify any part of the Services without our prior written authorization; (ii) You will not send unsolicited or unauthorized advertisements, spam, chain letters, etc.; (iii) You will not transmit any content which contains software viruses, or other harmful computer code, files or programs; (iv) You will not disrupt servers or networks connected to the Services; and (v) You comply with these Terms.

Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access (other than your user content), which shall remain with us and any of our respective licensors or insurance partners.

Open Source Software

Certain software code incorporated into or distributed with the App or otherwise with the Services may be licensed by third parties under various "open-source" or "public-source" software licenses (collectively, the "Open Source Software"). Notwithstanding anything to the contrary in these Terms, the Open Source Software is not licensed under these Terms and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements.

Woop Rights

All rights, title, and interest in and to the Services including worldwide Intellectual property rights therein, are and will remain the exclusive property of Woop and any of its applicable licensors. We reserve all rights not expressly granted in and to the Services.

Privacy

Your privacy is very important to us which is why we have created a separate Privacy Policy in order to explain in detail how we collect, manage, process, secure, and store your private information. Please review the Privacy Policy, as it contains important information relating to your use of our Site and Products and Services.

Passwords

Some portions of the App are protected and require a user identification code ("User ID") and password for access. Unauthorized access or use of such portions of the Site is prohibited. You are responsible for maintaining the confidentiality of any login information associated with any account you use to access our Resources. Accordingly, you are responsible for all activities that occur under your account(s). You agree that you will notify Woop immediately if you believe that a third party has obtained your User ID or password, or if you believe that any unauthorized access or use may occur or has occurred, by contacting us at help@woopgroup.com. You also agree that Woop is permitted to act upon any instructions received using your User ID and password and to consider such instructions as authorized by you.

Credit and Credit Based Information Disclosure in Accordance with the Insurance Law

Woop or our insurance company partners may gather information from you and outside sources to calculate your premium and underwrite your policy. This information includes, but is not limited to, driving records, prior insurance, and claim and credit history. Third parties may be used to calculate your insurance score where prohibited. An insurance score uses information from your credit report to help predict how often you are likely to file claims and how expensive those claims will be. Typical items from a credit report that could affect a score include, but are not limited to, the following: payment history, number of revolving accounts, number of new accounts, the presence of collection accounts, bankruptcies and foreclosures.

Recurring Credit/Debit Card Payments

You understand and agree that our Insurance Company partners will charge the credit card, debit card, or escrow account you use to purchase an insurance policy. Our insurance company partners will automatically charge the provided credit card, debit card, or escrow account according to the payment selection you have made, the amount of which may change depending on policy changes you initiate and other factors approved by insurance regulatory authorities.

Claims Submissions

All insurance claims should be submitted directly to your insurance provider whose contact information is provided on your policy documents.

Unauthorized Use

Do not misuse our Services. You agree not to use the Services, directly or indirectly, or any aspect or feature of them for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limiting the proceeding sentence, you agree that you will: (i) review and comply with these Terms and the Privacy Policy; (ii) comply with all applicable laws and government regulations, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements; (iii) provide accurate information to us and update it as necessary; and (iv) act honestly and in good faith.

By using the Services you agree NOT to: (i) Create an account for anyone other than a natural person (unless you are a company, organization, legal entity or a brand and represent that company, organization, legal entity or brand); (ii) defame, stalk, bully, abuse, threaten, harass, abuse, intimidate, harm another person, natural or otherwise, or engage in any other predatory behavior, including sending unwelcomed communications to others or engage in any other predatory behavior, or incite others to commit violent acts.; (iii) use or attempt to use another's account or create a false identity; (iv) duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found in the Services, except as permitted in these Terms, or as expressly authorized by us; (v) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof; (vi) utilize or copy information, content or any data you view on or obtain from the Services to provide any service that is competitive, in our sole discretion, with the Services; (vii) adapt, modify or create derivative works based on the Services or technology underlying the Services, in whole or part; (viii) rent, lease, loan, trade, sell/re-sell any information in the Services, in whole or part; (ix) use any communication systems provided by the Services or the App for any commercial solicitation purposes; (x) sell, sponsor, or otherwise monetize any service or functionality in the Services, without our express written consent; (xi) remove any copyright, trademark or other proprietary rights notices contained in or on the Services (whether ours or our licensors'); (xii) remove, cover or otherwise obscure any form of advertisement included in the Services; (xiii) collect, harvest, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from the Services (excluding your user content, and except if the owner of such information has expressly permitted the same); (xiv) share other users' or third parties' information or their user content without their express consent; (xv) infringe or use our brand, logos or trademarks in any business name, email, or URL except as expressly permitted by us; (xvi) use or launch any manual or automated system or software, devices, scripts robots, other means or processes to access, "scrape," "crawl", "cache", "spider" or any web page or other service contained in our Services, or to access the Services in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; (xvii) use bots or other automated methods to access the Services, add or download contacts, send or redirect messages, or perform other similar activities through the Services; (xviii) access, via automated or manual means or processes, the Services for purposes of monitoring its availability, performance or functionality for any competitive purpose; (xix) engage in "framing," "mirroring," or otherwise simulating the appearance or function of the App; (xx) attempt to or actually access the Services by any means other than through the interfaces provided by us. This prohibition includes accessing or attempting to access the Services using any third-party service, including software-as-a-service platforms that aggregate access to multiple services; (xxii) engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on the Services' infrastructure, including, but not limited to, sending unsolicited communications to other users or our personnel, attempting to gain unauthorized access to the Services, or transmitting or activating computer viruses, trojan horses, worms, time bombs or any other harmful or deleterious software programs through or on the Services; and/or (xxiii) Interfere or disrupt or game the Services, including, but not limited to any servers or networks connected to the Services, or the underlying software.

Notices

In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.

Third Party Links, Websites, and Services

The Services may contain links to third party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. We are not affiliated with those websites, do not endorse them, have no control over those websites, and assume no responsibility and/or liability for the content, privacy policies, or practices of any third party websites. In addition, we will not and cannot censor or edit the content of any third party site.

If you access any third party's website, service, or content from our Services, you do so at your own risk. By using the Services, you expressly release us along with our owners, employees, agents, affiliates, and/or licensors from any and all liability arising from your use of any third party website, information, materials, products, or services. Accordingly, we encourage you to be aware when you have left the Services and to read the terms and conditions and privacy policy of each and every other website that you visit.

Headings

The headings and captions used in these Terms are inserted for convenience only and will not affect the meaning or interpretation of these Terms. Do Not Rely on the App for your financial decisions. The content on the App and other content is for convenience and information purposes only. Nothing in these Terms or Privacy Policy or Services should be construed as rendering tax, legal, investment, or accounting advice. The posting of any prospectus or any other information is not a recommendation or opinion for you to buy or sell any product or participate in any transaction.

Disclosure

We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including investigation of potential violations of it; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) cooperate with law enforcement authorities; (v) respond to user support requests; or (vi) protect our, our users' or the public's rights, property or safety.

Limitation of Liability

To the maximum extent permitted by law, the Services is Available "As Is." Notwithstanding the limitations set forth below, insurance coverage and our performance under your insurance policy are determined solely by the terms, conditions, exclusions and limitations of your insurance policy and applicable law. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF THE SERVICE AND THE PURCHASE AND USE OF ANY PRODUCTS OR SERVICES ARE ALL AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WOOP EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. (b) WOOP DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED. (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WOOP OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WOOP, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF WOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE SERVICE; (iv) WOOP's ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (v) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION; (vi) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (vii) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF SERVICE; OR (viii) ANY OTHER MATTER RELATING TO THE SERVICE. IN ANY EVENT AND WITHOUT LIMITING THE GENERALITY OF THIS SECTION TO THE EXTENT PERMITTED BY LAW YOU AGREE THAT OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES SHALL NOT IN ANY CIRCUMSTANCES EXCEED THE GREATER OF (A) $100, OR (B) THE AGGREGATE OF THE AMOUNT (IF ANY) PAID BY YOU IN THE 6 MONTHS IMMEDIATELY PRECEDING BRINGING OF A CLAIM AGAINST US OR OUR AFFILIATES. NOTHING IN THESE TERMS OF SERVICE (INCLUDING THE LIMITATION OF LIABILITY PROVISIONS) IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Assignment

Woop reserves the right, in its sole and absolute discretion, to transfer, assign, sublicense or pledge in any manner whatsoever, any of its rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof, or to any third party whatsoever, without notifying you or receiving your consent. You shall not transfer, assign, delegate, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under these Term.

Indemnity

You agree to defend, indemnify and hold harmless us, our affiliates, and our respective owners, officers, directors, members, employees, agents, representatives and/or licensors, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of the Services; (ii) your violation of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, publicity or privacy right including all actions taken under your account. This defense, indemnification, and hold harmless obligation will survive any termination of these Terms and your use of the Services.

Governing Law and Jurisdiction

These Terms of Use and your use of the App are governed in all respects by the laws of the Commonwealth of Pennsylvania, without giving effect to any principles of conflicts of laws. Any dispute concerning the App or these Terms of Use shall be subject to the exclusive venue of a court of competent jurisdiction in Philadelphia County in the Commonwealth of Pennsylvania.

General

You agree that we may, at our sole discretion, suspend or terminate your access to all or part of the App with or without notice and for any reason, including, without limitation, breach of this User Agreement. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your relationship with us and may be referred to appropriate law enforcement authorities. Upon suspension or termination, your right to use the App will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information.

We reserve the right to discontinue or modify any aspect of the Services at any time. These Terms, together with the Privacy Policy, and any other legal notices published by us on the Services, shall constitute the entire agreement between us concerning the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Electronic Communication

By using the App, you agree to have all records, including any insurance policy, provided to you in electronic form. This consent, unless withdrawn, applies to all transactions between you, Woop, and Woop's insurance company partners. However, you have the right to receive communications from us, including any insurance policy, in paper form if you wish by withdrawing this consent. If you withdraw the consent to provide you with records in electronic form, you will then be provided with records in paper form. To withdraw your consent, you must email us at help@woopgroup.com with the following subject line "WITHDRAW ELECTRONIC CONSENT." The body of the email must include your name, policy number(s), effective and expiration dates of the policy, the effective date of your withdrawal and whether you want (a) all communications to be in paper form or (b) only your insurance policy(ies) to be sent to you in paper form.