Terms of Service

1. The Service

Everbind is an AI-assisted workspace for commercial insurance agencies. The Service may connect information from agency management systems (“AMS”), email, file storage, documents, forms, calls, meetings, and other sources to organize client and placement work and help users analyze information, prepare work product, and take authorized actions.

Not the system of record

Everbind is a working layer and is not an AMS or other system of record. Customer must maintain its own authoritative records and verify that any information written to an AMS or another system is complete and accurate. If information differs between Everbind and an authoritative source, Customer must rely on and correct the authoritative source.

Not an insurance provider

SmashCo is a software provider. It is not an insurer, insurance agency, broker, producer, adjuster, or other insurance professional. The Service does not itself quote, bind, issue, endorse, renew, cancel, or provide insurance coverage.

Evolving service

We may add, remove, or change features over time. Unless we expressly agree otherwise in writing, no service-level, availability, support-response, or data-recovery commitment applies.

2. Eligibility and accounts

• You must be at least 18 years old and legally able to enter into these Terms.
• You must provide accurate account information and keep it current.
• Accounts and subscribed seats may be used only by the authorized user to whom they are assigned. You may not share accounts or credentials.
• You are responsible for the security of your accounts, devices, passwords, single sign-on, and multi-factor authentication, and for activity under your account.
• You must promptly notify us if you believe an account or connected service has been compromised.

Customer administrators may manage authorized users and may access, export, restrict, or remove accounts and Customer Data associated with Customer’s workspace. Your use of an organization-managed account is subject to Customer’s own policies and instructions.

3. Connected services and permissions

Customer may connect supported AMS platforms, email accounts, file-storage services, communications tools, and other third-party systems (“Connected Services”) using OAuth, API credentials, service accounts, or similar authorization methods. By doing so, Customer authorizes SmashCo and its subprocessors to access, receive, copy, index, organize, analyze, synchronize, transmit, and otherwise process data from those systems within the permissions Customer grants and as needed to provide, secure, support, and personalize the Service.

Depending on the integration and features Customer enables, permissions may allow the Service to:

• read and synchronize account, client, policy, placement, email, message, file, calendar, meeting, and related metadata;
• extract and organize information from documents, forms, communications, audio, and transcripts;
• create or update workspace records, tasks, drafts, labels, folders, files, forms, or records in a Connected Service; and
• maintain credentials, tokens, reference IDs, sync state, settings, and audit information.

We will request permissions reasonably related to the features Customer enables. Customer can revoke permissions through the applicable provider or the Service, although doing so may stop related features and may not remove data already processed in accordance with these Terms and our retention practices.

Customer represents that it has all rights, notices, consents, licenses, and authority needed to connect each source and permit the processing of data belonging to clients, prospects, employees, carriers, and other third parties. Customer must not connect an account or source it is not authorized to access.

4. Customer data and privacy

“Customer Data” means information, content, instructions, communications, files, documents, recordings, transcripts, forms, prompts, and other data submitted to, stored in, or made available to the Service by or for Customer, including data from Connected Services. As between Customer and SmashCo, Customer retains its rights in Customer Data.

Customer grants SmashCo a non-exclusive, worldwide license to host, copy, access, use, reproduce, transmit, display, modify, create derivative data from, and otherwise process Customer Data only as necessary to provide, secure, maintain, support, and personalize the Service; comply with Customer’s instructions; prevent abuse; and comply with law. This license includes processing by subprocessors that provide hosting, security, analytics, communications, document processing, and AI or inference services for requested features.

Our Privacy Policy describes how we collect, use, retain, disclose, and protect personal information. If SmashCo processes personal data on Customer’s behalf, the parties’ applicable data processing addendum also applies.

We do not use Customer Data from Connected Services to train generalized AI models. We may generate and use aggregated or de-identified information to operate, secure, measure, and improve the Service, provided it does not identify Customer or any person and is not re-identified.

Sensitive and regulated data

Customer acknowledges that insurance records may contain personal, confidential, or regulated information and is responsible for determining whether the Service is appropriate for that information. Customer may not submit protected health information subject to HIPAA unless the parties have executed a business associate agreement, or payment-card data subject to PCI DSS unless SmashCo has expressly approved that use in writing.

5. Acceptable use

You may not use the Service to:

• violate any law, regulation, court order, contractual duty, or third-party right, including privacy, confidentiality, and intellectual-property rights;
• access, collect, disclose, or use information without required authority, notice, or consent;
• create, send, or facilitate spam, phishing, malware, harassment, fraud, discriminatory conduct, deceptive content, or other harmful or unlawful activity;
• make unlawful or solely automated decisions about a person, including eligibility, employment, credit, or insurance, where human review or another safeguard is required by law;
• interfere with, probe, disrupt, or circumvent the security, approval controls, usage limits, or operation of the Service or a Connected Service;
• reverse engineer, decompile, copy, modify, or attempt to discover source code, models, or underlying components of the Service, except where such a restriction is prohibited by law;
• use the Service to build or improve a competing product or to train a model using the Service or its outputs; or
• use a Connected Service in violation of that provider’s terms, policies, permissions, or technical restrictions.

6. AI features and insurance decisions

The Service uses AI and automated processing to associate information with accounts and placements, extract data, answer questions, identify missing information, compare documents and quotes, generate summaries, prepare forms and certificates, draft communications, suggest tasks, and support other workflows (“Outputs”).

Outputs may be inaccurate, incomplete, outdated, biased, or unsuitable. The Service may misclassify information, overlook a material term, use an outdated document, or generate text that does not reflect Customer’s intent. Outputs are not a substitute for original policies, endorsements, quotes, binders, contracts, forms, laws, carrier instructions, or professional judgment.

Customer is solely responsible for qualified human review of Outputs and for decisions and actions taken using the Service. Before relying on, delivering, signing, filing, or transmitting an Output, Customer must verify it against authoritative sources and obtain all required approvals. This includes coverage analyses, quote comparisons, applications, submissions, proposals, certificates of insurance, policy-related documents, and client or carrier communications.

The Service does not provide legal, regulatory, tax, accounting, actuarial, or insurance advice and does not make coverage determinations. No Output creates, expands, changes, or confirms insurance coverage. Only the applicable policy and authorized insurer can do so.

Some features may act on Connected Services when Customer enables them. Customer is responsible for configuring approval settings, supervising authorized users, and reviewing actions appropriate to the risk of the workflow. Customer remains responsible for communications sent, records changed, and documents delivered from its accounts.

7. Third-party services

The Service depends on Connected Services and other third-party products, APIs, models, and infrastructure. Customer’s use of a Connected Service remains subject to that provider’s separate terms, policies, fees, licenses, and practices. Customer is responsible for maintaining the accounts and licenses required to use its Connected Services.

SmashCo does not control and is not responsible for third-party services, including their availability, security, accuracy, functionality, data practices, billing, or acts or omissions. If a provider changes or discontinues an API, permission, term, price, or technical requirement, we may limit, modify, suspend, or discontinue the affected feature.

8. Fees and payment

Fees, subscription periods, usage limits, payment terms, and any trial or pilot terms are stated in the applicable order form or at checkout. Unless an order form says otherwise, subscriptions renew for successive periods equal to the expiring subscription period unless either party gives notice of non-renewal at least 30 days before renewal.

Customer will pay all undisputed amounts when due and is responsible for applicable sales, use, value-added, and similar taxes, excluding taxes based on SmashCo’s net income. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Except as required by law or stated in a signed order form, fees are non-refundable and not subject to credits for partial periods.

9. Intellectual property

SmashCo and its licensors own the Service, including its software, models, workflows, interfaces, designs, documentation, branding, and related intellectual-property rights. Subject to these Terms and payment of applicable fees, SmashCo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to permit its authorized users to access and use the Service for Customer’s internal business purposes.

As between the parties and subject to applicable law and third-party rights, Customer may use Outputs generated for it for any lawful purpose. To the extent SmashCo obtains rights in an Output, SmashCo assigns those rights to Customer, excluding rights in the Service, underlying technology and models, templates, generic know-how, and aggregated or de-identified information. Similar or identical Outputs may be generated for others.

If Customer provides feedback or suggestions, Customer grants SmashCo a worldwide, perpetual, irrevocable, royalty-free license to use them without restriction or compensation.

10. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances. Customer Data is Customer’s Confidential Information. The Service and non-public technical information are SmashCo’s Confidential Information.

The receiving party will use the disclosing party’s Confidential Information only to exercise rights and perform obligations under these Terms, protect it using at least reasonable care, and disclose it only to personnel, advisers, and contractors who need to know it and are bound by confidentiality obligations. Confidential Information does not include information that the receiving party can document is public through no breach, already lawfully known without restriction, rightfully received from a third party without restriction, or independently developed without use of the Confidential Information.

A receiving party may disclose Confidential Information when legally required if, where permitted, it gives prompt notice and reasonable assistance to seek protective treatment.

11. Beta and preview features

Features identified as beta, preview, early access, or experimental may be incomplete, unreliable, or changed or discontinued at any time. They may be subject to additional terms. Unless agreed otherwise in writing, beta features are provided “as is” and “as available,” without support, service levels, warranties, or indemnities.

12. Support and service changes

Unless a signed order form says otherwise, support is provided on a commercially reasonable, best-efforts basis. We may update, modify, limit, or discontinue any part of the Service, including to improve functionality or security, comply with law, or respond to changes in third-party platforms. If we materially reduce the core functionality of a paid Service during a current subscription term, Customer may terminate the affected order by notifying us within 30 days of the change and receive a prorated refund of prepaid fees for the unused portion of that order.

13. Suspension and termination

Either party may terminate an order if the other party materially breaches these Terms and does not cure the breach within 30 days after written notice. We may suspend access immediately if reasonably necessary to address a security risk, prevent unlawful or abusive use, comply with law or a provider requirement, or address overdue fees. Where practicable, we will give advance notice and limit the suspension to the affected users or functionality.

When an order or account ends, Customer’s right to use the affected Service ends. Upon request made before termination or within 30 days afterward, and subject to technical feasibility and payment of amounts due, we will make Customer Data available for export in our then-standard format. After that period, we may delete Customer Data under our standard retention practices, except where law or a written agreement requires otherwise. Termination does not delete or alter data retained in a Connected Service.

Provisions that by their nature should survive termination will survive, including payment obligations, intellectual property, confidentiality, disclaimers, liability limits, indemnification, dispute resolution, and general terms.

14. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SMASHCO DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, AND THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET CUSTOMER’S REQUIREMENTS.

SMASHCO DOES NOT WARRANT THAT DATA WILL BE SYNCHRONIZED WITHOUT DELAY OR LOSS, THAT AN OUTPUT WILL BE CORRECT OR COMPLETE, OR THAT THE SERVICE WILL IDENTIFY EVERY REQUEST, DEADLINE, COVERAGE TERM, EXCLUSION, CONDITION, CHANGE, OR REQUIRED ACTION. NO SERVICE-LEVEL AGREEMENT APPLIES UNLESS EXPRESSLY STATED IN A SIGNED WRITTEN AGREEMENT.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES CUSTOMER PAID OR PAYABLE TO SMASHCO FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.

The exclusions and cap do not apply to Customer’s payment obligations, either party’s infringement or misappropriation of the other party’s intellectual-property rights, Customer’s breach of Section 5, or liability that cannot be limited by law. These limitations apply regardless of the form of action and even if a remedy fails of its essential purpose.

16. Indemnification

Customer will defend, indemnify, and hold harmless SmashCo and its affiliates, officers, directors, employees, and agents from third-party claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) Customer Data; (b) Customer’s or an authorized user’s use of the Service in violation of these Terms; (c) a document, communication, decision, or action Customer creates, sends, delivers, or takes using the Service; or (d) Customer’s violation of law, professional duty, third-party rights, or a Connected Service’s terms.

SmashCo will give prompt notice of an indemnified claim, permit Customer to control the defense and settlement, and provide reasonable cooperation at Customer’s expense. Customer may not settle a claim in a way that admits fault by or imposes an obligation on SmashCo without SmashCo’s written consent.

17. Compliance and export controls

Each party will comply with laws applicable to its performance under these Terms. Customer is responsible for laws, regulations, professional standards, licensing requirements, carrier requirements, recordkeeping duties, notices, and consents that apply to its insurance operations and use of the Service.

Customer may not use the Service in violation of U.S. export controls or sanctions. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a comprehensively embargoed jurisdiction and is not a prohibited or restricted party.

18. Disputes; arbitration; governing law

Please read this section carefully. It requires most disputes to be resolved by binding arbitration on an individual basis.

These Terms are governed by Delaware law, without regard to its conflict-of-laws rules. The U.S. Federal Arbitration Act governs the interpretation and enforcement of this Section.

To the extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules, by one arbitrator, in Delaware, in English. The parties waive any right to a jury trial and any right to participate in a class, collective, or representative action.

Either party may bring an action in the state or federal courts located in Delaware solely to seek temporary or injunctive relief, compel arbitration, stay proceedings pending arbitration, or confirm, enforce, modify, or vacate an arbitration award. Each party consents to the personal jurisdiction and venue of those courts for those purposes.

19. Changes to these Terms

We may update these Terms. If we make a material change, we will provide notice by email, through the Service, or by another reasonable method. Unless the notice states otherwise, updated Terms take effect when posted. Changes will not apply retroactively where prohibited by law. By continuing to use the Service after updated Terms take effect, you agree to them. If you do not agree, you must stop using the Service.

20. General

Assignment

Customer may not assign these Terms without SmashCo’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all assets if the assignee agrees in writing to be bound by these Terms and is not a competitor of SmashCo. SmashCo may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

Entire agreement; order of precedence

These Terms, the Privacy Policy, and applicable orders and addenda are the entire agreement about the Service and supersede prior or contemporaneous understandings on that subject. In a conflict, a signed data processing addendum controls for data protection matters, followed by the applicable order form, these Terms, and the Privacy Policy.

Severability; waiver

If a provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will stay in effect. A failure to enforce a provision is not a waiver.

Relationship; third-party beneficiaries

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. There are no third-party beneficiaries.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.

Notices

We may provide notices by email, in-product message, or posting through the Service. Legal notices to SmashCo must be sent to legal@everbind.com and by mail to: