Online Terms and Conditions for Data Subscription Agreement

Updated: July 2026

ARITY 875, LLC (“Arity”) PROVIDES ITS PRODUCTS SOLELY ON THE TERMS AND CONDITIONS (THE “TERMS”) SET FORTH BELOW, TOGETHER WITH THE TERMS OF ANY APPLICABLE SCHEDULE WHICH INCORPORATES THESE TERMS (EACH, A “SCHEDULE”). BY SIGNING A SCHEDULE OR OTHERWISE EXECUTING ANY AGREEMENT WHICH INCORPORATES THESE TERMS, SUBSCRIBER ACCEPTS THESE TERMS AND AGREES THAT SUBSCRIBER IS LEGALLY BOUND BY SUCH TERMS.

These Terms may be updated from time to time. Subscriber’s continued use of Arity products after updated Terms have been posted constitutes Subscriber’s acceptance of such updated Terms.

1. Scope; Purpose; Limited License. Arity will provide the Arity Data (as set forth on a Schedule) to Subscriber solely for the Authorized Purpose (as set forth on a Schedule).  During the Term (as defined on a Schedule), Arity hereby grants to Subscriber a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide right and license to the Arity Data solely for the Authorized Purpose.
2. Restrictions. Subscriber will not use the Arity Data for creation of products, services, or to support sales or solicitation within, the Field of Use. Subscriber will not: (a) copy, modify or create derivative works (including results or reports generated by the Arity Data) of the Arity Data or combine the Arity Data with other data, except for the Authorized Purpose; (b) use the Arity Data to re-identify or re-associate the Arity Data to identify a natural person, household or vehicle; (c) use the Arity Data in connection with Definitive Sensitive Points of Interest, as defined by the Network Advertising Initiative standards as of the Effective Date (available at https://thenai.org/wp-content/uploads/2025/03/NAI-Precise-Location-Information-Solution-Provider-Voluntary-Enhanced-Standards.pdf) or in connection with locations where a consumer could reasonably receive health care services, meaning services provided to a person to assess, measure, improve or learn about a person’s past, present or future mental or physical health; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Arity Data or any rights to use the Arity Data to any third party; (e) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any software component of the Arity Data or the input data used to derive the Arity Data; (f) use the Arity Data with open-source software, open-source data or other information technology that would cause the Arity Data or derivatives thereof to require the disclosure, distribution or licensing of the Arity Data or its derivatives under terms that are inconsistent with the proprietary nature of the Arity Data; (g) use the Arity Data (i) to train, finetune, validate, prompt, test, or query any Generative AI system (as defined in Section 19), or in any process or system intended to generate Synthetic Datasets (as defined in Section 19), artificial simulations, or digital twins, either in part of in in whole, or (ii) for the purpose of training, fine-tuning, developing, or enhancing any AI Models (as defined in Section 19); (h) process the Arity Data in any manner or for any purpose other than the Authorized Purpose; or (i) share any Arity Data with law enforcement officials or agencies, unless required by law (and Subscriber will provide to Arity notice as soon as practicable upon receipt of such request).
3. Intellectual Property. The Arity Data constitutes Arity’s intellectual property and Confidential Information (as defined in Section 19).  Arity owns the Arity Data and Subscriber receives no intellectual property rights in the Arity Data except as expressly set forth in these Terms.  If Subscriber provides any suggestions, enhancement requests, recommendations, or other feedback (“Feedback”) to Arity, Subscriber hereby grants Arity a non-exclusive, royalty-free, global, transferable, sublicenseable, irrevocable, perpetual license to use and otherwise incorporate the Feedback into Arity’s services and products.
4. Fees. All fees owed by Subscriber are set forth on a Schedule.  All payments required by these Terms and any related schedules, unless otherwise noted, are exclusive of all federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings and similar assessments, including, without limitation, sales taxes, use taxes and value added taxes (collectively, “Taxes”). Subscriber is responsible for the payment of all Taxes, excluding taxes based upon Arity’s net income.
5. Indemnity. 
   a.               Arity shall, at its own expense, defend, indemnify, and hold harmless Subscriber, its Affiliates (as defined in Section 19), and its and their officers, directors, employees, and agents against any claims, actions, suits, or proceedings (each a “Claim”) brought against Arity by a third-party alleging that the Arity Data, as delivered or made available to Subscriber by Arity, infringes, violates, or misappropriates any third-party’s intellectual property rights, and shall pay any damages awarded by a court of competent jurisdiction or settlement amounts to the extent based on such Claim. Notwithstanding the foregoing, Arity shall have no obligation to indemnify, defend, or hold Subscriber harmless for any claim of infringement to the extent such claim arises from: (i) modifications to the Arity Data made by or on behalf of Subscriber without Arity’s written consent; (ii) the combination, operation, or use of the Arity Data with any products, services, hardware, software, data, or other materials not provided by Arity, if the claim would have been avoided but for such combination, operation, or use; (iii) use of the Arity Data other than as expressly permitted by these Terms; (iv) Subscriber’s failure to use corrections or enhancements provided by Arity that would have avoided the alleged infringement; (v) any breach of these Terms by Subscriber; or (vi) any negligence, willful misconduct, or tortious action by the Subscriber.
   b.              Subscriber shall, at its own expense, defend, indemnify, and hold harmless Arity, its Affiliates, and its and their officers, directors, employees, and agents against any Claim arising from or related to: (a) Subscriber’s breach of these Terms or Applicable Law (as defined in Section 19); (b) Subscriber’s use of the Arity Data in a manner not authorized by these Terms; (c) any combination of the Arity Data with other data, software, or services not provided by Arity; (d) any third party claim alleging that Subscriber’s derivative works or applications created using the Arity Data infringe, misappropriate, or otherwise violate any third party intellectual property rights; or (e) any act or omission of Subscriber in connection with the access to or use of the Arity Data, and shall pay any damages awarded by a court of competent jurisdiction or settlement amounts to the extent based on such Claim.
   c.               As a condition to indemnification, the party seeking indemnification (the “Indemnified Party”) must: (i) provide the other party (the “Indemnifying Party”) with prompt written notice of any claim; (ii) provide reasonable assistance as requested by the Indemnifying Party; and (iii) permit the Indemnifying Party to direct and control the defense and settlement negotiations, provided that the Indemnified Party may participate with counsel of its choice at its own expense.  The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party, except that such consent shall not be required if the settlement (x) involves only the payment of monetary damages for which the Indemnifying Party is responsible, (y) contains a full and unconditional release of the Indemnified Party from all liability, and (iii) does not impose any admission of wrongdoing, equitable relief, or ongoing obligations on the Indemnified Party.
6. Limited Warranties and Disclaimers. SUBSCRIBER ACKNOWLEDGES THAT ARITY IS PROVIDING THE ARITY DATA “AS IS,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.  EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND TO THE FULLEST EXTENT PERMITTED BY LAW, ARITY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR RESPECT TO THE CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS OR CONTINUED AVAILABILITY OF THE ARITY DATA.
7. LIMITATION OF LIABILITY.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF $10,000 OR THE TOTAL AMOUNT PAID OR PAYABLE UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8. Termination. Either party may terminate a Schedule on sixty (60) days prior written notice to the other party if the other party materially breaches any of the provisions of these Terms or a Schedule and such breach is not cured within thirty (30) days after receipt of such notice, provided, however, that if the breach relates to late payment by Subscriber, the cure period will be fifteen (15) days. In addition, Arity may terminate a Schedule for convenience: (a) upon thirty (30) days’ written notice to Subscriber; or (b) immediately upon written notice to Subscriber if (i) Arity reasonably determines that Subscriber’s actions or omissions pose a material risk to data security, or (ii) if Subscriber breaches or threatens to breach the confidentiality obligations set forth in these Terms.
9. Destruction.
   a.               For a subscription to Arity’s Real Time Drives (RTD) product, Subscriber must delete the Arity Data within thirty (30) days from the date of receipt.  Upon at least thirty (30) days prior written notice, Arity reserves the right to audit Subscriber’s adherence to this Section 9(a).
   b.              Upon the expiration or earlier termination of the Term: (i) Subscriber shall cease (A) accessing, using, displaying, publishing, or otherwise making available the Arity Data and (B) incorporating the Arity Data into any products, services, models, tools, analyses, or outputs; and (ii) Subscriber shall destroy the Arity Data, including all copies, extracts, backups, and archives, in any form or media; provided, however, that solely with regard to Arity’s Real Time Drives (RTD) product, this requirement shall only apply to non-Aggregated Arity Data.c.               Solely with regard to Arity’s Geosight℠ product, notwithstanding the foregoing, Subscriber may retain the Arity Data solely to the extent required by Applicable Law, provided that the Arity Data: (i) remains subject to confidentiality obligations set forth in Section 11; (ii) is securely stored and not accessed or used for any other purpose; and (c) is destroyed promptly once retention is no longer legally required.
   d.              Solely with regard to Arity’s Road Traffic Analytics (RTA) or Roadway Insights products, upon the expiration or earlier termination of the Term, Subscriber shall immediately cease selling, licensing, marketing, distributing or otherwise commercializing any products or services that are derived from, trained on, incorporate, or are reasonably traceable to the Arity Data (the “Derivative Products”).  At Arity’s request, Subscriber shall either: (i) destroy the Derivative Products; or (ii) modify the Derivative Products to remove all Arity Data and any dependence on such data, in a manner reasonably acceptable to Arity.
   e.               Subscriber will provide a certificate of destruction in an Arity-provided format within seven business days of termination or expiation of the Term.
10. Notices. Notices must be in writing and sent to the addresses set forth in a Schedule.
11. Confidentiality.  Except as expressly permitted by these Terms, the Receiving Party (as defined in Section 19) shall not: (a) disclose the Disclosing Party’s Confidential Information to any third-party; (b) use the Disclosing Party’s Confidential Information for its own benefit or for the benefit of any third-party; or (c) reveal the existence of these Terms.  The Receiving Party may share Confidential Information with its Representatives provided that the Receiving Party informs such Representatives of the confidential nature of the Confidential Information and shall be responsible for breaches of these Terms by its Representatives. Each party shall use the same measures to protect the other party’s Confidential Information from unauthorized use and disclosure as it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care. The Disclosing Party’s Confidential Information is solely the property of the Disclosing Party. The Disclosing Party grants no licenses or other rights, express or implied, other than as specified in these Terms. If a third-party requests that the Receiving Party or its Representatives disclose the Disclosing Party’s Confidential Information pursuant to a subpoena, summons, search warrant, governmental order, or another lawful process, the Receiving Party shall, if not prohibited by law, notify the Disclosing Party in writing promptly upon its receipt of the request. At the Disclosing Party’s expense, the Receiving Party and its Representatives shall provide cooperation as the Disclosing Party may reasonably request in resisting the release of the Disclosing Party’s Confidential Information or in otherwise limiting the Confidential Information to be disclosed. Notwithstanding the foregoing, subject to the obligations in the foregoing two sentences, either party may disclose the other party’s Confidential Information as required in response to an audit or examination by a regulatory authority having jurisdiction over such party. In the event of actual or threatened breach of this section, the Disclosing Party will be entitled to seek injunctive relief, without the need to post a bond, as well as any other available remedy. Subscriber is solely responsible for all acts or omissions of any person accessing or using the Arity Data on Subscriber’s behalf.  This Section 11 survives termination of these Terms for a period of five years.
12. Publicity and Trademark Use. Neither party may use the trademarks of the other without prior written consent, which may be withheld in the trademark owner’s sole discretion.
13. Data Security. Subscriber will implement industry standard procedures and controls as necessary to protect the Arity Data against unauthorized disclosure. Subscriber represents it has security procedures and controls necessary to restrict the disclosure of and access to the Arity Data and its network as described herein and warrants that such procedures and controls are commensurate with industry standards for financial services (such as the NIST Cybersecurity Framework). Subscriber will maintain an incident response process which shall include, at a minimum, the actions that will be taken in response to suspected unauthorized activity impacting any of Subscriber’s systems or data that store the Arity Data including: (a) reasonable cybersecurity practices as are necessary to detect potential incidents, events, and/or breaches of security in Subscriber ’s systems and networks; and (b) a process to detect and respond to any vulnerabilities related to any services affecting Arity and Subscriber. Upon discovery of a potential or actual incident, event, breach of security, vulnerability, or the detection of suspicious activity in its systems, Subscriber must contact Cyber@allstate.com within 24 hours of detection. Subscriber will not make any public statement regarding the above, without Arity’s prior written and express permission and will cooperate in good faith with on all reasonable requests from Arity to investigate, mitigate, and recover from such an incident, which includes, without limitation, providing: (x) indicators of compromise, CVE, or other information to identify such exploitation or vulnerabilities; (y) a root cause analysis summarizing what contributed to the incident and how it occurred; and (z) information required for Arity to comply with any legal, regulatory, or contractual obligations resulting from the incident including identifying any impacted individuals.
14. Audits and Assessments. Upon Arity’s request, Subscriber will: (a) provide written responses to any reasonable questions submitted to Subscriber by Arity for the purpose of validating Subscriber’s information security controls and compliance with these Terms; and (b) provide Arity with a written certification of compliance by an authorized Subscriber representative. Once per any twelve (12) month period (or more frequently as determined by Arity if any previous audit has revealed any material non-compliance by Subscriber, or at any time following any reported security incident), Arity may perform (or have an independent auditor of its choosing perform) a security audit at Arity’s expense, to confirm Supplier’s compliance with the obligations set forth in Section 13.  Subscriber shall cooperate with such audit, at Subscriber’s cost and expense.
15. Data Evaluation.  Subscriber may wish to review and evaluate certain aggregated data sets offered by Arity (each, a “Data Evaluation”). The online terms and conditions for a Data Evaluation Agreement found at [insert link] shall apply to such Data Evaluation.
16. General Provisions. The parties to a Schedule are independent contractors. Neither party is an agent, representative or partner of the other party.  Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. Subscriber shall not assign these Terms or a Schedule without Arity’s prior written consent. These Terms are governed by the laws of the state of Delaware, without regard for their conflict of law principles. If either party pursues legal action against the other arising out of these Terms, the federal or state courts of Delaware have exclusive jurisdiction over the matter. These Terms are the entire agreement between the parties with respect to the subject matter of these Terms and supersedes all previous agreements and understandings, whether oral or written, between the parties with respect to the subject matter of these Terms.  No amendment or modification to these Terms will be effective unless it is in writing and signed by both parties. These Terms will not be modified by any trade usage or course of dealing. No waiver will be effective unless it is in writing and signed by the party granting the waiver, and no such waiver will constitute a waiver of any other condition. The headings in these Terms are for convenience only and shall not be construed to affect the construction or interpretation of any terms of these Terms. If any provision of these Terms is held to be unenforceable in any jurisdiction, that provision will be ineffective as to that jurisdiction to the extent of the invalidity or unenforceability and without invalidating any other provision of these Terms. Any such invalidity or unenforceability shall not render that provision ineffective in any other jurisdiction. A Schedule may be executed in one or more counterparts, including by electronic transmission, each of which will be deemed an original copy, and all of which, taken together, shall be deemed to constitute one and the same agreement.
17. Survival. The following sections survive termination or expiration of the Term: Section 3 (Intellectual Property); Section 5 (Indemnity); Section 7 (Limitation of Liability); Section 9 (Destruction); Section 11 (Confidentiality); and this Section 17 (Survival).
18. Force Majeure.  Neither party shall be liable to the other party for any delay or non-performance of its obligations under these Terms to the extent that its performance is interrupted or prevented by a Force Majeure Event.  Such delay or non-performance shall not constitute a breach of these Terms and the time for performance shall be extend by a period equivalent to that during which performance is so prevented.
19. Definitions
    a.               “Affiliates” are entities that, now or in the future, directly or indirectly control, are controlled by, or are under common control with that party.
    b.              “AI Models” means Generative AI and Synthetic Datasets.c.               “Aggregate” (and its conjugates) means to combine individual-level data, taken from no fewer than five (5) separate individuals or devices, in a manner that results in non-personally identifiable data presented as relating to a group or category of individuals and which cannot be re-identified or disaggregated such that the underlying individual or device from whom such data was derived cannot be discerned. For clarity, even if one or more individual consumer records have been deidentified, such Data will not be “Aggregated” unless the Data is Aggregated as defined above.
    d.              “Applicable Law” means all applicable laws, regulations, ordinances and industry guidelines (including any self-regulatory principles) including, but not limited to all federal and state laws, rules and regulations regarding unfair or deceptive acts or practices and/or the collection, use, and disclosure of data from or about individuals or their devices, in effect now or that may come into effect during the Term.
    e.               “Confidential Information” is all information disclosed in connection with these Terms, including, without limitation, the Arity Data, by or on behalf of a party or its Representatives (the “Disclosing Party”) to the other party or its Representatives (the “Receiving Party”) pursuant to these Terms. Confidential Information may be in any form and includes reproductions of Confidential Information and materials prepared by the Receiving Party or its Representatives containing Confidential Information. Confidential Information does not include: (a) information that is or becomes publicly known other than due to a disclosure by the Receiving Party or its Representatives; (b)  information available to the Receiving Party or its Representatives from a third party, provided the third party is not, to the Receiving Party’s reasonable knowledge, under an obligation of confidentiality to the Disclosing Party or its Representatives; (c) information independently developed by the Receiving Party or its Representatives without reference to the Disclosing Party’s Confidential Information; or (d) information known to the Receiving Party or its Representatives prior to its disclosure by or on behalf of the Disclosing Party.
    f.               “Field of Use” means insurance companies or insurance-related entities, including without limitation insurance agents, underwriters, carriers, and brokers.
    g.              “Force Majeure Event” means any act, event, omission or cause or circumstance whatsoever beyond the reasonable control of a party, including without limitation, the following (i) earthquakes, flood and other extreme adverse weather; (ii) outbreak of hostilities, or acts of terrorism; (iii) an act of any government or authority (excluding any refusal or revocation of any license or consent); (iv) fire or explosion; (v) epidemic or pandemic.
    h.              “Generative AI” means any artificial intelligence system or technology capable of producing original or synthetic outputs such as text, images, GPS trails, driving trips, driving events, or other content, including but not limited to large language models (LLMs), generative adversarial networks (GANs), variational autoencoders (VAEs), transformers, and diffusion models.
    i.                “Representatives” means a party’s and its Affiliates’ respective directors, officers, employees, members, managers, partners, advisors, attorneys, consultants, accountants, agents, and contractors.
    j.                “Synthetic Datasets” means datasets artificially generated by a machine learning model that imitates the statistical properties of real data, regardless of whether it includes identifiable information.