Terms of Service

Agreement

These Terms of Service ("Terms") govern your access to and use of the Konduit platform, website, and services (the "Service") operated by Konduit Capacity Inc., an Ontario corporation ("Konduit", "we", "us", or "our"). By creating an account or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

If you are using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, and that "you" refers to both you personally and that entity.

What Konduit is

Konduit is a structured marketplace that enables Managing General Agents ("MGAs") to present program information to capacity providers, including fronting carriers, reinsurers, Lloyd's syndicates, and other licensed entities. The Service provides tools for structuring, reviewing, and sharing program data.

Konduit is not an insurance broker, agent, intermediary, or producer. We do not place insurance, negotiate terms, or act as a party to any insurance transaction. All insurance transactions are conducted directly between licensed parties outside the Service.

Eligibility

You must be at least 18 years old and legally able to enter into contracts to use the Service. You must also be:

• A representative of a Managing General Agent, broker, capacity provider, or other entity operating within the insurance industry; and
• Authorized to submit information on behalf of that entity.

We reserve the right to refuse or revoke access to the Service at our discretion, including where we determine that access is inconsistent with the purpose of the Service.

Your account

You are responsible for:

• Maintaining the confidentiality of your account credentials;
• All activity that occurs under your account;
• Providing accurate, current, and complete information during registration and while using the Service;
• Notifying us promptly of any unauthorized access or use of your account.

You may not share account credentials with any person outside your own organization.

Your content

You retain ownership of all program data, documents, and other materials you submit to the Service ("Your Content"). By submitting Your Content, you grant Konduit a non-exclusive, worldwide, royalty-free license to host, process, analyze, structure, and display Your Content solely as necessary to operate and improve the Service.

You represent and warrant that:

• You have all rights necessary to submit Your Content and grant the license above;
• Your Content is accurate and not misleading;
• Your Content does not infringe any third party's rights;
• You have authority to share Your Content on behalf of your organization.

AI processing

The Service uses third-party artificial intelligence tools to structure, extract, and analyze submission data. Your Content may be processed by these tools subject to the providers' data handling policies. We select AI providers who do not use customer data to train their public models.

Acceptable use

You agree not to:

• Use the Service for any purpose other than its intended purpose of connecting MGAs and capacity providers;
• Scrape, crawl, bulk-download, or otherwise extract data from the Service except through features explicitly provided;
• Reverse-engineer, decompile, or attempt to derive source code from the Service;
• Use program data accessed through the Service to approach MGAs or capacity providers outside the Service for the purpose of placing business discovered on Konduit;
• Share, redistribute, or publish other users' program data outside the Service;
• Upload viruses, malware, or any code designed to disrupt the Service;
• Impersonate any person or entity, or misrepresent your affiliation;
• Use the Service in violation of any applicable law, including insurance regulations.

Confidentiality and NDA-gated content

Certain program data on the Service is confidential and accessible only after executing a non-disclosure agreement ("NDA") with the relevant MGA. By accessing NDA-gated content, you agree to be bound by the terms of that NDA in addition to these Terms. Breach of an NDA may result in termination of your account and additional legal consequences.

Intellectual property

The Service, including its design, code, content, and trademarks, is owned by Konduit and protected by intellectual property laws. These Terms do not grant you any rights to our intellectual property except as necessary to use the Service.

Fees

Access to the Service may be free or subject to fees, as communicated to you at the time of signup or subsequently. Fees are non-refundable except as expressly stated. We may change fees with reasonable notice.

Termination

You may terminate your account at any time by contacting us. We may suspend or terminate your access to the Service at our discretion, with or without notice, for any reason, including breach of these Terms. Upon termination, your right to use the Service ends immediately. Provisions that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

Konduit does not guarantee that any MGA will find capacity or that any capacity provider will find suitable programs through the Service. Outcomes depend on factors outside our control.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KONDUIT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF THE SERVICE.

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF ONE HUNDRED CANADIAN DOLLARS (CAD $100) OR THE AMOUNT YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Indemnification

You agree to indemnify, defend, and hold harmless Konduit and its affiliates from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Service, Your Content, your breach of these Terms, or your violation of any law or third-party rights.

Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration seated in Toronto, Ontario, in accordance with the ADR Institute of Canada's Arbitration Rules. The arbitration will be conducted in English by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction without first proceeding to arbitration.

You and Konduit agree that each party may bring claims only in an individual capacity, not as a plaintiff or class member in any class or representative action.

Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Service and require you to accept the updated Terms before continuing to use the Service. Continued use of the Service after an update constitutes acceptance of the updated Terms.

Contact

Questions about these Terms? Contact us at partnerships.konduit@konduitcapacity.com.