1. Property Insurance Valuation Platform
  2. Announcements
  3. Notices & Intellectual Property Information

Customer with Third-Party Access – Risk Pool (Data Management)

Updated

Property Insurance Valuation PlatformTM

Terms of Service

(Last Updated: April 2025)

 

These Terms of Service (“Terms”) and all agreements, order forms, schedules, exhibits, addenda, and statements of work (collectively, "Order(s)") referring to or linked to herein or incorporating the Terms, create an agreement between the company, organization, legal entity or legal person listed on the Order ("Customer", "You" or "Your" and terms of similar meaning) and Kroll, LLC and its affiliates ("Kroll", "We", "Our" or "Us" and terms of similar meaning) regarding Your access to and use of the Property Insurance Valuation PlatformTM (the "Software") and receipt of any services in connection with the Software and/or other services including, but not limited to, consulting, training, professional and/or other services (collectively, "Services"). Kroll is providing the Software in cooperation with our affiliate, Resolver Inc. Access to, use of, and receipt of the Software is subject to the Resolver Terms of Service available at https://www.resolver.com/legal/terms-of-service/ (“Resolver ToS”), which shall be deemed to be cumulative to these Terms. Capitalized but not defined terms used herein shall have the meaning ascribed to them in the Resolver ToS or the applicable Order.  In the event of a conflict or inconsistency between a provision in: (a) these Terms and the Resolver ToS, these Terms shall govern and control; and (b) these Terms and any Order, the provisions of these Terms will prevail, except as expressly stated in the Order with specific references to the section of these Terms being amended. 

 

All Users must agree to these Terms before using the Software and Services. By agreeing to these Terms on behalf of a company, organization, other legal entity or legal person, You represent that You have the authority to bind that entity and its affiliates, and its and their respective employees, agents, delegates, representatives and any Users to these Terms. If You do not agree with the Terms or if You do not have such authority, You must not accept the Order (as applicable) and Customer and Users will not be permitted to access, receive and use the Software and Services.

  1. Definition
    1. “Algorithmic Valuation” or “Valuation” or “Value” as used in the Software or in any documentation related thereto describes an automated data valuation process undertaken to estimate the RCV of a Property for Customer’s or User’s internal informational purposes that relies solely upon data provided by or on behalf of the Customer or User and other third-party data sources.
    2. “Expert Valuation” as used in the Software or in any documentation related thereto describes a property insurance appraisal service undertaken to estimate the RCV of a Property for insurance purposes and performed by qualified professionals, including their exercise of professional judgement. Expert Valuation services may be contracted for separately.
    3. “Property” as used in the Software or in any documentation related thereto refers to the building(s) identified by Customer or User in the Software (or uploaded into the Software on the Customer’s or User’s behalf). “RCV” or “Replacement Cost Value” is defined as the current cost of replacing the Property (asset), like for like, with no betterment, at one time.
      1. We may calculate RCV as the current cost of a similar new property (asset) having the nearest equivalent utility, where appropriate and applicable.
      2. RCV is estimated in accordance with current market prices for labor, materials, contractors’ overhead and fees, but without provisions for overtime, bonuses for labor, or premiums for materials. The estimation of RCV allows for national building codes; but does not consider any construction codes imposed by state or local municipalities, ordinances, or other legal restrictions.
      3. RCV is not synonymous with a fair market value appraisal.
    4. “Risk Ratings” as used in the Software or in any documentation related thereto are defined indications of the difference between Customer’s own declared RCV of the Property and certain industry benchmarks for Customer’s or User’s internal informational purposes that relies solely upon data provided by or on behalf of the Customer or User and other third-party data sources.
    5. “Term” shall mean the subscription license term for the Software specified in the applicable Order and, in the event that such Order does not include a “start date”, the Term will commence on the date that Kroll electronically confirms Customer’s subscription license for the Software.
    6. “User” shall, for the purposes of the Software, be defined as an employee of Customer with access to the Software for Customer’s internal business purposes or employees of the Client (as this term is defined in Section 2) , each of whom has accepted the applicable terms of service via a click-through before accessing the Software, for such Client’s internal business purposes, and Customer shall be responsible for each such User’s use of the Software accordingly.
    7. “User Materials” shall mean for all information, data, text, images, messages, comments, files, documents, or any other materials that You,  Client, and Users submit, upload, post, e-mail, transmit or otherwise make available on the Software or which have been submitted, uploaded, posted, emailed, transmitted on behalf of You, Client, or User.
  1. Intended Purpose and Use of the Software
    1. Subject to, and only as permitted by, these Terms and the applicable Order, during the Term, Kroll grants to Customer a non-exclusive, non-transferable, non-assignable, revocable, limited subscription license (without the right to sublease or sublicense) to (i) access and use the Software for Your internal business use; and (ii) offer the access and use of the Software to Your clients (”Client”) for their respective internal business use only. The permitted use of the Software is limited to data management purposes and, if contracted for in the Order, to assist Customer and Clients in their respective generation of Algorithmic Valuations. Any rights not expressly granted herein are expressly reserved.
    2. Customer agrees that it is solely responsible for all User Materials and represents and warrants for itself and on behalf of the Users that Customer and Users possess sufficient, lawful, non-infringing rights to the User Materials to effectuate the legal transfer of User Materials to Us and to authorize any and all permissible uses of such User Materials as set forth in these Terms. 
  1. Intellectual Property
    1. Customer acknowledges that all proprietary rights (including but not limited to copyrights, trade secrets, database rights and trademark rights in the Software, including all data, software, products and documentation contained or included therein) are and shall remain the sole and exclusive property of Kroll, its affiliates, or its third-party suppliers. For the avoidance of doubt, Kroll shall retain ownership rights (including, without limitation, copyright ownership), in its proprietary information and methodologies, which include, but are not limited to, its computer models, analytical approaches, know-how, methods, including the Algorithmic Valuations and Risk Ratings and the Kroll name and logo incorporated therein, techniques, processes and skills, and adaptations thereof, which may be created, modified and/or enhanced by Kroll and used in the course of performing any Services. Customer may not modify, copy, distribute, transmit, display, reproduce, publish, license, create derivative works based on, transfer, sell or otherwise use, in any medium, the Software or any content therein, except as expressly permitted by these Terms. Except as expressly granted by these Terms, You acquire no rights to the Software, any associated documentation, or Services or any related intellectual property rights in the Software. Customer will not remove or conceal any proprietary rights notice on any output derived from Software and will include such notices and any accompanying disclaimers on any copy of such output.
    2. Kroll acknowledges that all intellectual property rights in Customer’s Confidential Information (as this term is defined in Section 6) are owned by Customer.
    3. Each party agrees that it will not use any copyrighted material, trademark, trade name, or logo of the other party without its prior written consent.
    4. You may provide feedback to Us concerning the functionality and performance of the Software, including identifying potential errors and improvements (“Feedback”). Notwithstanding anything contained in Section 6 (Data Privacy and Confidentiality), Feedback will not be considered Confidential Information. You grant to Us a worldwide, royalty-free, non-exclusive, perpetual, irrevocable license to: (i) use or transfer any Feedback You give Us in relation to the Software for any purpose; and (ii) use, copy, store and display User Materials on an aggregated and anonymous basis only for the purposes of improving or developing enhancements to the Software, for analysis, product development, and insight generation.
  1. Support

Kroll shall provide Customer with access (via the internet, telephone or other means established by Kroll) to Kroll’s support helpline and use reasonable efforts to assist in resolving technical problems with Software (e.g., access, features, or functionality issues). Unless otherwise set forth in the Order, technical valuation consulting services, including Algorithmic Valuation services or Expert Valuations, may be contracted for separately for additional fee. Kroll may modify Software from time to time without notice to Customer but will not materially change its fundamental nature. 

  1. Your Responsibilities
    1.  Customer shall be responsible for:
      1. all usage of Software, including for any act taken or failed to be taken that is required to be taken or prohibited from being taken hereunder, by Customer or any Users, and for acts or omissions of any party obtaining access or login credentials from or through Customer or its Users;
      2. as set forth in the Order, the payment of any subscription license fees and any additional fees;
      3. all Users' compliance with these Terms;
      4. the management of Customer’s relationship with the Clients and their Users;
      5. the accuracy, quality, integrity and legality of any content (including content obtained from or owned by third parties) and any User Materials used in connection with the Software and Services;
      6. complying with all applicable laws and regulations;
      7. procuring and maintaining the Internet and mobile telecommunications network connections that connect Your Users and network to the Software;
      8. be responsible for procuring and maintaining the appropriate licenses and/or rights for any content that is not provided by Us and/or that You include with or use in connection with any User Materials that are uploaded into the Software; and
      9. if applicable, installing all updates to the Software in a timely fashion, as provided by Us.
    2. Customer will not allow the Software to be used by or disclose all or any part of the Software (including outputs related thereto) to any person except Clients and Users.
    3. Prior to offering access to the Software, Customer shall require that each Client execute and deliver to Customer an agreement (“Client Agreement”) for its access to the Software, pursuant to which  each Client shall agree to be subject to the Terms herein (except for Customer’s payment obligations) or other terms of service that are no less restrictive than the Terms herein, where Kroll is an express third-party contractual beneficiary.  Absent an executed Client Agreement in each case, Customer shall be responsible for all usage of Software by such Clients.
    4. Customer will not make any statement, representation, or warranty to any Users regarding the Software, which are not authorized by Us or are contrary to these Terms.
    5. The fees and expenses for the Services are set forth in the applicable Orders. The fees and expenses for Software are payable regardless of Your or Users actual usage of the Software. Unless otherwise stated in the Order, Customer shall pay all amounts invoiced no later than thirty (30) days after the receipt of the invoice. The fees shall be exclusive of all duties, customs or levies, withholding taxes, and sales taxes applicable to the Software.
  1. Data Privacy and Confidentiality
    1. The parties will at all times process any personal data in accordance with applicable laws or regulations governing the processing of personal information. Customer shall ensure that any personal data that Customer and/or Users disclose to Kroll or upload into the Software is disclosed in accordance with the laws and regulations applicable to Customer and/or Users. Personal data that Customer and/or Users may submit or provide to Kroll through the Software is subject to Kroll's Privacy Policy (https://www.kroll.com/privacy). By using the Software Customer expressly consents (for itself and on behalf of Users) to Kroll collecting personal data and other information, as more fully provided in Kroll’s Privacy Policy.
    2. Each party will keep confidential and will not disclose to any third party any Confidential Information disclosed to, or obtained by, one party (“Recipient”) from the other party or its affiliates (“Disclosing Party”). “Confidential Information” means any and all information of the Disclosing Party and its affiliates regardless of whether it is marked as confidential, including but not limited to all written, oral or visual information, and all information recorded in writing, electronically, or in any other medium or by any other method.  Confidential Information also includes these Terms.  Disclosing Party shall ensure it has secured any necessary consents required to disclose any third-party Confidential Information prior to any such disclosure to Recipient.  Recipient will not use Disclosing Party's Confidential Information for any purpose other than as permitted by these Terms and to perform its obligations arising out of or in connection therewith.  Each party will limit access to the other party’s Confidential Information to only those personnel and contractors (including such personnel and contractors of its affiliates) as necessary to perform such party’s obligations under these Terms and ensure that such personnel and contractors comply with the obligations of confidentiality set forth in these Terms. This Section 6 will not apply to any part of the Confidential Information:
      1. which is or was already, or has subsequently become, published or publicly available for use or otherwise in the public domain other than as a result of Recipient’s breach of any confidentiality obligations;
      2. already in Recipient’s possession at the time of disclosure by Disclosing Party other than as a result of Recipient’s breach of any confidentiality obligations;
      3. received by Recipient from a third party without restriction and not as a result of Recipient’s breach of any confidentiality obligations;
      4. was independently developed by Recipient without use or reference to Disclosing Party’s Confidential Information; or
      5. which is required to be disclosed by law or by any courts or authorities having proper jurisdiction.
  1. Indemnity

Customer will defend, indemnify, and hold Kroll and its affiliates, and each of its and their respective officers, directors, employees, members, agents, successors and assigns, harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable legal fees and expenses, arising out of or in any way connected with (a) Customer’s, Client’s, or User’s access to or use of the Software, Algorithmic Valuations, or Risk Ratings; or (b) Customer’s or User’s breach of these Terms.

  1. Limitation of Liability
    1. In no event will Kroll, or any third-party providers, be liable to You, Client, User,  or any other party for any direct, indirect, special, punitive, incidental, indirect or consequential damages or losses (including, but not limited to, loss of profits or revenue, or in connection with underinsurance derived from any reliance on the Algorithmic Valuation, Risk Ratings, or any Software output, or caused by the use of or inability to use the Software or any other matter relating to the Software), whether based on breach of contract, tort (including negligence), product liability or otherwise, even if Kroll has been advised of the possibility of such damages. In no event, notwithstanding anything to contrary in any other terms incorporated by reference herein, will the total liability of Kroll in connection with or related to the Software, the Services, the Algorithmic Valuations, or Risk Ratings exceed the fees paid to Kroll hereunder in the twelve-month period immediately preceding the date on which such liability first arose.
    2. Kroll will endeavor to meet the projected timing for any Software updates, but makes no guarantee thereof, and shall not have any liability for delays.
    3. Kroll shall not be liable to Customer, Client, or any other party for any loss or damage: (i) that occurs as a result of storing data for retrieval and transmitting, disseminating, or receiving such data; or (ii) resulting from withheld, inaccurate, misrepresented, or fraudulent information.
  1. No Warranties

To the extent permissible by law, all warranties, conditions, or terms (including, but not limited to, all implied and statutory conditions), other than those set out in these Terms, are excluded from the Terms. We do not warrant that Software, the Services, or any content, including 3rd Party Content, provided will be error free, accurate, complete, up-to-date or satisfy all Your requirements. YOU EXPRESSLY AGREE THAT YOUR OR USER ACCESS TO AND USE OF SOFTWARE IS AT YOUR AND USER’S SOLE RISK. ALL INFORMATION AND SERVICES OBTAINED FROM SOFTWARE ARE PROVIDED TO YOU AND USERS ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND ANY THIRD-PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, DATA, ACCURACY, MERCHANTABILITY, SYSTEM INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT SOFTWARE: (A) WILL MEET YOUR OR USER’S SPECIFIC NEEDS OR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) WILL PROVIDE RESULTS THAT WILL BE ACCURATE OR COMPLETE.

  1. Termination
    1. Either party may terminate access to or use of the Software: (i) if it is determined that the other party has committed a material breach of its obligations herein; (ii) for any reason or no reason whatsoever, upon thirty (30) days prior written notice to the other party, provided that Customer’s termination for convenience will not relieve Customer of its obligation to pay any amounts owed under the Order or these Terms through the date of such termination, and fees already paid will not be refunded.
    2. Following termination or expiration: (i) all rights and licenses granted by Us to You will cease immediately;  (ii) we reserve the right to use the User Materials consistent with the provisions of Section 3(d)(ii) hereof; and (iii) upon written request, each party will use commercially reasonable efforts to promptly return, delete or destroy all of the other party’s Confidential Information (provided, however, that each party may retain copies of the Confidential Information to the extent (x) required by, and used only to, comply with legal, regulatory, bona fide internal policy requirements or professional standards, (y) such Confidential Information is saved pursuant to automated computer backup procedures, and (z) required to support the enforcement or defense of a party’s rights hereunder). Any retained Confidential Information shall be subject to the Terms herein, notwithstanding termination or expiration.
  1. Disclaimer
    1. Customer understands that any and all output provided by the Software is for informational purposes and is not legal, financial, or other professional advice. Such output, including the Algorithmic Valuation and Risk Ratings results, are provided solely for Customer’s and its Client’s internal business use and are based upon Customer’s and Client’s own voluntarily supplied information and trend data available which we believe we are entitled to assume are reliable.
    2. Customer acknowledges and agrees that Software and the Algorithmic Valuations and/or Risk Ratings are an estimation tool intended to assist Customer and its Clients in making informed business decisions. Customer further acknowledges and agrees that the Software, Algorithmic Valuations and Risk Ratings are not, and are not intended to be, conclusive or exhaustive review of all possibilities or eventualities, covering every time or cost element, nor will they guarantee compliance with any statute or regulation, nor do their preparation and potential submission to insurers relieve the Client of any obligation to make full disclosure of all material facts to its insurers. Customer and its Clients may use the Software, the Algorithmic Valuations and Risk Ratings as one factor in their determination as to whether a Property is adequately insured, under insured or over insured. Any decisions relating to insurance coverage shall remain Customer’s and Client’s responsibility and be made solely at Customer’s and Client’s discretion.
    3. The Algorithmic Valuation and/or Risk Ratings will rely on the accuracy and completeness of the information to generate the RCV estimate, but in doing so, Kroll assumes no responsibility and makes no representations with respect to the accuracy or completeness of any information provided by or on behalf of Customer and Clients. Customer is accordingly solely responsible for the information provided by and on behalf of Customer and Clients and the consequences arising therefrom.
    4. Kroll is not responsible for any damages resulting from any decisions made by Customer or Client or anyone granted access to the Software output, including decisions relating to business, compliance, and/or risk management decisions. CUSTOMER UNDERSTANDS, AND SHALL INFORM THE CLIENTS, THAT SOFTWARE IS ONLY AN ASSESSMENT TOOL, AND IT DOES NOT AND CANNOT ENSURE THAT A PROPERTY IS ADEQUATELY INSURED IN ANY WAY.
    5. Portions of the Software may contain or incorporate third-party content (“3rd Party Content”). Customer acknowledges that 3rd Party Content providers and the terms on which they license their data to Kroll may change from time to time.  If any new 3rd Party Content provider terms materially impair the use of the Software, Kroll or Customer shall have the right to terminate access to or use of Software.  Kroll will use its commercially reasonable efforts to obtain content from 3rd Party Content providers it considers reliable but disclaims any and all liability for the accuracy or completeness of the information conveyed.
    6. We do not control and are not responsible for the User Materials uploaded to Software, and we neither guarantee the accuracy, quality, or appropriateness of nor endorse any User Materials submitted to our sites.
    7. Customer additionally acknowledges and agrees that We and/or our contractors may collect metadata regarding Customer’s, Client’s and/or its User’s use of the Software (“Usage Data”). Usage Data does not contain and is not derived from the User Materials. During the Term and thereafter, Customer hereby grants to Us and Our contractors all such rights and permissions in or relating to the Usage Data as are necessary for Us to use Usage Data for Our internal research purposes and to improve the quality of our analytics and the Software and associated algorithms.
  1. Algorithmic Valuation Assumptions
    1. If contracted for in the Order, the Algorithmic Valuation will be subject to the following assumptions:
      1. Suppliers will be paid the “list” price for equipment, materials and services at levels reflecting any need to replace all of the Property at one time. We will not consider any special prices that may be available at certain times.
      2. The Property is in compliance with local legislation and that where assets are of modern design and construction the reconstruction would be permitted as currently developed.
      3. The RCV is determined under a scenario of total loss and accordingly does not represent the reinstatement costs in the event of any partial loss.
      4. The following items are included in the RCV: buildings, structures and civil work; foundations and piling; building services; fees / soft costs associated with the cost of rebuilding, such as architects, surveyors, consultant engineers and legal advisors; or allowance for debris removal, and demolition following a loss.
      5. The following issues are not considered for the purposes of determining the RCV: replacement of property to conform with building codes, ordinances, or other legal restrictions; costs associated with making the property safe after a loss; all interest and finance charges etc. incurred during construction; increases in costs associated with the change in replacement concept from “complete facilities” to “single or partial item”; any costs of process design or redesign, including changes in current legislation and statutory requirements; Value Added Tax (VAT) or other tax; costs of general site preparation, rock blasting, terracing, fissure grouting, land reclamation and filling, levelling, piling, ground consolidation works, trial bore holes, soil testing, etc.; expenses associated with the clean-up of contamination on land, lake, river, watercourse, or sea; or allowances for anticipated cost increases over both the policy and rebuild periods.
      6. The following items are excluded from the RCV: costs of general site preparation, rock blasting, terracing, fissure grouting, land reclamation and filling, levelling, piling, ground consolidation works, trial bore holes, soil testing, etc.; land improvements including roads, paving, car parks, hardstandings, walls, gate, fences; all land values, landscaping, trees, shrubs, etc.; replacement of property to conform with building codes, ordinances, or other legal restrictions; costs associated with making the property safe after a loss; all interest and finance charges, etc. incurred during construction; increases in costs associated with the change in replacement concept from “complete facilities” to “single or partial item”; any costs of process design or redesign, including changes in current legislation and statutory requirements; Value Added Tax (VAT); expenses associated with the clean-up of contamination on land, lake, river, watercourse, or sea; allowances for anticipated cost increases over both the policy and rebuild periods; or any additional costs for demolition and debris removal due to the presence of asbestos.
  1. Changes

We may, provided that the Services are not affected, enhance or modify the Software from time to time and We will provide

You with reasonable notice of any material modifications: (i) at the email address You provide in Your Order; (ii) by posting a notice to www.resolver.com  or any such successor URL; or (iii) by posting a notice in the Software. Notwithstanding the foregoing, We may at any time modify or discontinue features of the Software to comply with applicable laws and regulations and, accordingly, We will not be liable to You or to any third party for any modification or discontinuation of the Software in order to comply with applicable laws and regulations.

  1. General Provisions
    1. Entire Agreement. The Terms and any applicable Order form the complete and entire agreement between the parties regarding the Software and Services and replace and supersede any prior agreements and understandings (oral or written) regarding the Software and Services.
    2.  Assignment. Except as otherwise permitted in the Terms, neither party can assign its rights or obligations hereunder  without the other party’s prior written consent.
    3. Amendment. We may update these Terms at any time, with or without notice to You, and You agree to periodically review the Terms by accessing this webpage. Your continued use of the Software and/or Services will be deemed irrevocable acceptance of any such revisions. If You do not consent to the updated Terms, You must immediately stop using the Software and/or Services.
    4. Force Majeure. Neither party will be liable to the other for failure to meet a party’s obligations (other than any obligation to make a payment) due to causes beyond such party’s reasonable control, provided that the non-performing party makes commercially reasonable efforts to resume performance as soon as possible.  If the non-performing party cannot resume performance within seven (7) days, then either party may, without penalty or liability (except with respect to any payment obligations through the date of the force majeure event), terminate access to/the use of the Software upon written notice.
    5. Independent Contractor. The parties agree that Kroll is an independent contractor and not an employee, agent, fiduciary or partner of the Customer or its affiliates.  Neither party shall have, nor represent that it has, any authority to make any commitments on the other party’s behalf.
    6. Severability. If any provision of the Terms  are deemed invalid by a court, such a provision may be revised (or, if necessary, severed from the Terms) to the extent required according to applicable law or the opinion of the court to render the Terms enforceable or valid, and the rights and responsibilities of the parties shall be interpreted and enforced accordingly, so as to preserve their agreement and intent to the fullest possible extent.
    7. Notices. All required notices under these Terms must be in writing to the registered addresses of Customer or Kroll, LLC, unless the parties agree to accept notice otherwise.
    8. Governing law and Venue. These Terms are governed by the laws of the State of New York. The courts located in New York County will have exclusive jurisdiction in relation to any claim arising out of these Terms.
    9. Counterparts.  These Terms may be signed in one or more counterparts, and each counterpart will be considered an original agreement.
    10. Waiver. No failure or delay by either party in exercising any right, power or privilege under these Terms shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights and remedies provided by law.
    11. Survival.  Any terms herein, which by their nature should survive the termination, shall survive such termination or expiration.
Was this article helpful?
0 out of 0 found this helpful
Glossary of Terms