LEMONADE API TERMS & CONDITIONS

Following are the terms and conditions that govern your use of www.Lemonade.com, including any successor sites, (the "Site") and any and all data, text, software, documents and other materials on the Site associated with the application programming interface offered through the Site (currently available at https://www.lemonade.com/api (the "API"). If you want to do something that doesn’t comply with them for some reason contact us directly and we’ll try to work something out. These terms are in addition to our standard Terms of Service and Privacy Policy, so please look at those as well when you are designing your app. This document governs how the API works, so we encourage you to read it carefully.

Lemonade Insurance Agency is an insurance agency licensed to solicit, sell and negotiate non-life insurance in each state in which Lemonade Insurance Company is authorized to issue insurance policies.

The terms and conditions address

You use our API at your own risk. While we will do our best to make our servers available without interruption, you can appreciate that we cannot guarantee availability, reliability or accuracy. You expressly agree that we will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangibles losses (even if we have been advised of the possibility of such damages), resulting from your use of our API.

We reserve the right to terminate or throttle your access to our APIs if we decide we have to. Although we do implement standard rate limiting, we do our best to avoid having to throttle or terminate access. If that doesn’t work for you or you are worried about running into rate problems, contact us directly and we’ll try to figure something out.

You agree not to use the API for illegal purposes.

All services built on the Lemonade API must prominently inform users that it is “Powered by Lemonade” and are subject to state insurance laws that prohibit you or the entity that you represent from soliciting, negotiating or selling insurance without being licensed as an insurance agent or broker.

Please read the following carefully.

API Terms and Conditions Agreement

are also unconditionally agreeing to be bound by the Lemonade Terms and Conditions (currently available at https://www.lemonade.com/terms-of-service) and to the Lemonade Privacy Policy (currently available at https://www.lemonade.com/privacy-policy) as they may be amended by Lemonade from time to time. Your continued use of the API also constitutes agreement to be bound by this Agreement, the Lemonade Terms and Conditions and the Lemonade Privacy Policy. If the terms set out herein are considered an offer, acceptance is expressly limited to these terms. The API is offered as is, without warranty of any kind.

This Agreement is a legally binding contract between You and Lemonade Insurance Agency, LLC, a New York limited liability company.

1. Lemonade Obligations

1.1 API

1.1.1 API License

Lemonade grants to You a nonexclusive, royalty-free, paid-up, worldwide license (a) to use the API for Your internal use, including, but not limited to, making the functionality of the API available to Your end users and customers (“Customers”) as required for Customers to order Products; and (b) to reproduce and modify the API as necessary to exercise the license rights granted in subsection (a), including making a reasonable number of copies for backup and archival purposes. You agree not to disassemble, decompile, or reverse engineer the API nor permit any third party to do so, except to the extent such restrictions are prohibited by law. Your rights in the API will be limited to those expressly granted in this Agreement. Lemonade reserves all rights and licenses in and to the API not expressly granted to You under this Agreement.

1.1.2 API Changes

The API and its features are subject to change at any time without notice.

1.1.3 Access

Lemonade may terminate or throttle your access to the API in its reasonable discretion.

1.2 Requests and Insurance Policies

Lemonade will issue insurance policies to Customers in accordance with its underwriting guidelines, on forms and at rates approved by the applicable insurance regulatory authority, based on address and other information provided by means of the API (“Requests”) and in accordance with the terms and conditions of this Agreement. Lemonade shall provide notice to the Customer of receipt and acceptance or rejection of each Request via the API.

2. Your Obligations

2.1 API Interface

You shall (a) develop an application to allow generation of Requests that meet Lemonade’s requirements; (b) integrate such application to the Lemonade API; (c) provide all legally permitted customer support to its Customers; (d) limit Requests only to Customers located in jurisdictions in which Lemonade is authorized to transact an insurance business; and (e) pass Lemonade responses to the Customer without any alteration. Information passed to Lemonade by You via API shall be the information required for Lemonade to decide in its usual and customary course whether to accept or reject a Request and to price the insurance policy. Such information may include, but not be limited to: address, telephone number and other contact information, image, gender, age, date of birth, social security number, claims history, appraisal, policy limits, account or other identifying numbers or attributes, and other information about an individual.

2.2 Restrictions

You shall not (a) use any robot, spider, scraper or other automated means other than the API to access the Lemonade website (“Site”); (b) access and transmit data via the API except solely to refer Requests to Lemonade; (c) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (d) use the API to develop a service that competes directly or indirectly with Lemonade as determined by Lemonade in its sole discretion.

2.3 Permitted Use

You will only use the API in compliance with all applicable laws, rules and regulations

2.4 Compliance

You shall not sell, solicit or negotiate insurance, nor shall You engage in any activity for which a license is required without first having obtained the appropriate license. Without limiting the generality of the foregoing, unless You are licensed as an insurance agent or broker in the applicable jurisdictions, You shall not offer any advice regarding insurance, nor recommend a particular coverage, policy or insurance company, including Lemonade and its offerings. All content and materials created to announce, market and/or advertise Lemonade or the API must be reviewed and approved in advance by Lemonade.

2.5 Data Security

You shall comply with all applicable laws governing or relating to privacy, data security and the handling of data security breaches. All information pertaining to a former or current Customer including but not limited to such person's address, telephone number and other contact information, image, gender, age, date of birth, social security number, claims history, appraisal, policy limits, account or other identifying numbers or attributes, and other information about an individual, including the fact that the individual is or was a Customer ("Customer Information"). You shall maintain, and shall require all third parties to whom You disclose Customer Information to maintain, effective information security measures to protect Customer Information from disclosure or unauthorized use. You shall immediately provide Lemonade with detailed information regarding any failure or breach of such security measures including, without limitation, how and when such failure or breach occurred and what actions You are taking to remedy such failure or breach. Without limiting the generality of the foregoing sentence, if there is any disclosure or loss of, or inability to account for, or any incident relating to unauthorized access to or acquisition of, any of the Customer Information in Your (or Your Representatives') possession or control, You will promptly, at Your own expense: (a) notify Lemonade in writing within forty-eight (48) hours of discovery of such disclosure, loss or incident; (b) take all such actions as may be necessary or reasonably requested by Lemonade to minimize the problem; (c) cooperate in all reasonable respects with Lemonade to minimize the problem, to notify affected individuals, and to minimize any resulting damage; and (d) in all reasonable respects cooperate with and assist Lemonade in fulfilling its obligations under applicable law and regulation.

3. Payment

Payment terms and conditions shall be as separately agreed in writing by You and Lemonade. Notwithstanding anything in any agreement between us appearing to the contrary, Your actual, alleged or threatened breach of Section 2.3 or Section 2.4 shall immediately relieve Lemonade of any obligation to make any payment whatsoever to You.

4. Representation and Warranties

4.1 Mutual Representations and Warranties

Lemonade and You each represent and warrant to the other that (i) it is duly authorized and validly existing under the laws of the jurisdiction of its formation; (ii) it has full power, capacity and authority to enter into and perform this Agreement, in particular, if you are a natural person, you are of legal age and have the right and authority to enter into this Agreement on your own behalf and on behalf of the entity or developer you represent; and (iii) its entering into and/or performing this Agreement does not and will not violate, breach or conflict with any other agreement or undertaking by which it or any of its assets is bound.

4.2 Site Disclaimer

Lemonade does not represent or warrant that the use of the Site will be uninterrupted or error free, and therefore disclaims any and all responsibility and liability whatsoever for the availability, timeliness, security or reliability of the Site.

4.3 Insurance Disclaimer

Lemonade does not represent or warrant that an insurance policy will be offered in response to every Request, nor that any insurance policy issued will be suitable for the Customer, and therefore disclaims any and all responsibility and liability whatsoever to You with respect to insurance offered or purchased via the API.

4.4 Exclusive

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER.

5. Disclaimers of Warranties

5.1 General

THE WARRANTIES STATED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESSED, IMPLIED OR STATUTORY INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, TITLE OR NON-INFRINGEMENT, OR THOSE ARISING BY LAW, STATUTE, COURSE OF PERFORMANCE, CONDUCT, OR USAGE, CUSTOM IN THE TRADE, OR COURSE OF DEALING.

5.2 API

THE API IS OFFERED “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

6. Indemnification

Each Party shall indemnify and hold harmless the other Party, its parents, affiliates and subsidiaries and their respective owners, directors, officers, employees and representatives, and the successors and assigns of any of them, from and against all losses, claims, damages, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from (i) any breach of any representation, warranty, obligation or covenant made by the indemnifying Party herein, (ii) any negligent or willful act or omission by the indemnifying Party in connection with the performance of its obligations hereunder or (iii) in the case of indemnification by You, any infringement, misappropriation, or violation by You of the intellectual property rights, contract rights or other legally-recognized rights of Lemonade in respect of any of Lemonade’s intellectual property furnished to or learned by You in connection with, or as a result of performance under, this Agreement.

7. Limitations of Liability

7.1 Type

EXCEPT FOR LIABILITY ARISING PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR LIABILITY, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.

7.2 Amount

EXCEPT FOR LIABILITY ARISING PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OBLIGATIONS, EACH PARTY’S LIABILITY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, SHALL NOT IN THE AGGREGATE EXCEED THE TOTAL AMOUNT PAID OR PAYABLE UNDER THIS AGREEMENT.

8. Governing Law and Venue

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, USA, applicable to contracts made and to be performed wholly within that State. Any and all suits and proceedings arising out of or relating to this Agreement or the breach thereof, including disputes relating to the validity thereof, shall be brought in the federal or State courts sitting in Manhattan, New York, USA. This Section is not intended to be an alternative to arbitration for resolving disputes arising out of or relating to this Agreement.

9. Arbitration

If any dispute arises out of or relates to this Agreement or the breach thereof, which cannot be settled through negotiation (a “Dispute”), the Parties agree first to try in good faith to settle the Dispute by mediation administered by JAMS under its Commercial Mediation Procedures (“Mediation”) before resorting to arbitration, litigation or any other form of dispute resolution. In the event that efforts to settle the Dispute via Mediation fail, such Dispute shall be settled by arbitration in New York, New York. The arbitration panel shall consist of three active or retired disinterested officers at the vice president level or higher of a technology company that have or have had annual revenue of not less than five million dollars. One arbitrator shall be appointed by each party and an umpire shall be chosen by the two party-appointed arbitrators. The arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitrators shall be relieved of following the strict rules of evidence, and shall interpret this Agreement to give effect to the intentions of the Parties. The decision of a majority of the panel shall be the award of the arbitrators, and judgment on the award may be entered in any court having jurisdiction thereof. Each party shall bear its own costs, the cost of its arbitrator and half the cost of the umpire and the proceeding.

10. Independent Contractor

The relationship between the parties is that of an independent contractor and each party is solely responsible for all of its taxes, withholdings, and other similar statutory obligations. The parties do not have any authority to act on behalf of or to enter into any contract, incur any liability or make any representation on behalf of the other party. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, franchise, or agency relationship between the parties.

11. Assignment

This Agreement is not transferable or assignable by You, whether in whole or in part, voluntarily or otherwise or by operation of law without the prior written consent of Lemonade. If such consent is granted this Agreement, the permitted third party shall assume all obligations and liabilities herein. Any attempted assignment in violation of this Section will be null and void and of no force or effect. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of each party’s successors and assigns.

12. Branding and Attribution

12.1 License

Lemonade graphics and logos are registered trademarks, trademarks, service marks or trade dress of Lemonade in the United States and/or other countries (the “Lemonade Marks”). Subject to Your performance of and full compliance with this Agreement, Lemonade hereby grants You a limited, personal, non-sublicensable, non-transferable, nonexclusive, revocable license to use the Lemonade Marks as part of Your API-based application

12.2 Limitations, Requirements and Restriction

12.2.1

You shall not use or alter any text, logos, trademarks or Lemonade signature colors in any way that may suggest endorsement by Lemonade.

12.2.2

Any use of a Lemonade Mark must be used in its entirely and must not be altered or used in a misleading way.

12.2.3

You shall not use any mark or dress that is confusingly similar to a Lemonade Mark.

12.2.4

You may not publicize, issue press releases or blog posts mentioning your Application’s integration with the Lemonade API unless given express written permission by Lemonade.

12.2.5

You must place or display the following prominently on your Application:

• “Powered by Lemonade”
• “The term ‘Lemonade’ is a trademark of Lemonade, Inc. This application uses the Lemonade API, but is not endorsed or certified by Lemonade, Inc. or by any of its affiliates”

12.2.6

You must design your application in such a way that it is clear to reasonable Customers that Lemonade is receiving and responding to Requests and that, unless properly licensed, You are not soliciting, selling or negotiating insurance. Any checkout screen, order summary or invoice shall clearly identify insurance as a separate charge that is made by and will be paid directly to “Lemonade Insurance Agency, LLC.”

12.2.7

Without limiting the foregoing, Lemonade will have the right to do quality assurance inspections of the Application and withhold the right to use the Lemonade Marks if the quality if not satisfactory to Lemonade in its sole discretion.

13. Termination

Lemonade may terminate this Agreement and Your access to the API at any time without notice and in its sole discretion with or without cause the right at any time in its sole discretion. Rights and obligations under this Agreement which either by their nature should survive or which by their terms expressly survive, will remain in full force and effect after any termination.

14. Remedies

No remedy herein conferred is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to and without prejudice to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. You agree that any breach of this Agreement will result in irreparable harm to Lemonade or its affiliates for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Lemonade or its affiliates will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs or is threatened. You waive any requirement for the posting of a bond or other security if Lemonade or its affiliates seek such an injunction.

15. Severability

If any provision of this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, such provision shall be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions hereof shall remain in full force and effect.

16. No Waivers

No failure by either Party to exercise any option, right or privilege on any occasion or through a course of dealing shall be construed to be a waiver of future enforcement of the same or any other provision. Any waiver, modification or amendment must be in writing signed by both parties.

17. Headings

The headings used in this Agreement are solely for convenience, form no part of this Agreement and shall not affect its interpretation.

18. Entire Agreement

This Agreement, together with the Lemonade Terms and Conditions (currently available at https://www.lemonade.com/terms-of-service) and the Lemonade Privacy Policy (currently available at https://www.lemonade.com/privacy-policy) both incorporated into this Agreement by reference as each may be amended by Lemonade from time to time, constitute the entire agreement of the parties as to the subject matter hereof and supersede all prior oral or written agreements, proposals, understandings, representations, conditions and promises relating thereto.