INFORMATION SERVICES AGREEMENTTHIS AGREEMENT HAS BEEN REVISED EFFECTIVE JUNE
22, 2001. PLEASE READ THIS REVISED AGREEMENT CAREFULLY. ANY
PERSON, AND HIS OR HER EMPLOYER, ACCESSING INFORMATION OR
USING ANY INFORMATION SERVICE IS BOUND BY THE TERMS AND
CONDITIONS OF THIS REVISED AGREEMENT.
1. License to Use Information Services.
This Information Services Agreement ("Agreement") between you and Federal Insurance Company, for itself and as manager or agent for insurers of the Chubb Group of Insurance Companies ("Chubb"), states the terms and conditions of your license to access and use Chubb's Information Services. The term "you" means the business concern to which Chubb is granting access to Information Services pursuant to this Agreement. "You" shall include the corporate entity if said business is a corporation and the officers, directors, owners and, as applicable, the partners and members, if said business is not a corporation. In all cases, regardless of the nature or structure of the business concern, the term "you" includes all employees who actually access or use Chubb’s Information Services. "Information Services" means Chubb's computer or telephonic services or systems, including but not limited to, information accessible through Chubb's proprietary software (including by way of example and not as a limitation, Loss History Analyzer, ClaimView, Claim Tracker and RMIS Dimensions), Chubb's externally accessible computers and networks, or their replacements, and any other computer or telephonic services or information system provided to you by Chubb, whether established by Chubb directly or through other service providers.
In offering its Information Services, Chubb, subject to section 6 below, is making available to you for internal review and management purposes, policyholder information that may allow you to view certain insurance policy, billing, and claim information, among other types of information (the "Information"). The amount and type of Information Chubb makes available to you will be determined by Chubb in its sole discretion.
Insurance policy(ies) available for viewing through Chubb's Information Services ("Policies") shall not be construed as the actual insurance policies issued and shall not be used for purposes of determining any rights or responsibilities. Policies shall not be admissible in evidence in any proceeding, are invalid and have no legal effect. The only copy(ies) of Policies which shall be valid and of legal effect shall be those certified by the applicable insurer among the Chubb Group of Insurance Companies as being true and correct, even if that copy(ies) was generated by Chubb's electronic policy issuance or retention system. Chubb shall not be responsible for making sure Information is accurate or up to date.
You agree to use Chubb's Information Services and the Information only in accordance with this Agreement and only for internal review or management purposes, except that personally identifiable information about an individual which is obtained from Chubb may be used only for the purposes and within the constraints identified in section 6 below. Chubb may amend or terminate any of the Information Services or Information made available without notice. You agree to abide by any rules, procedures, standards, requirements or conditions established by Chubb regarding use of its Information Services and the Information, as well as by the terms and conditions of any agreement relating to a specific Information Service.
2. Limitation of Liability.
IN NO EVENT WILL CHUBB OR ITS PARENT, SUBSIDIARY OR AFFILIATED COMPANIES, NOR OUR AGENTS OR SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL, SPECIAL, DIRECT OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVIEWS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR OTHER PECUNIARY LOSS) THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE INFORMATION SERVICES OR INFORMATION, EVEN IF CHUBB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU AGREE THAT CHUBB HAS NO LIABILITY ARISING OUT OF ANY KIND OF LEGAL CLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, IN ANY WAY CONNECTED WITH THE USE OR INABILITY TO USE INFORMATION SERVICES OR INFORMATION.
Neither Chubb, information providers nor information transmitters shall be liable for any loss due to, including but not limited to, failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to your computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or your telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. Chubb is not responsible for any damage to your computer software, modem, telephone or other property resulting from your use of the Information Services or Information. You assume the entire cost of any necessary service, repair or correction. Chubb does not warrant that the Information will be error free, nor free of viruses, defamatory, offensive or other harmful matter.
THE INFORMATION SERVICES AND INFORMATION ARE PROVIDED ON AN "AS IS" BASIS. CHUBB AND ITS PARENT, SUBSIDIARY AND AFFILIATED COMPANIES DISCLAIM ALL WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES: (1) OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR (2) THAT THE USE OF INFORMATION SERVICES OR INFORMATION WILL RESULT IN CONDITIONS THAT ARE SAFE, HEALTHFUL OR IN COMPLIANCE WITH ANY LAWS.
The materials that can be accessed from linked sites are not maintained by Chubb and Chubb is not responsible for the contents thereof. Any reference to a linked site or any specific third party product or service by name does not constitute or imply its endorsement by us, and you assume all risk with respect to its use.
3. Proprietary Information .
The Information Services and Information are either the property of Chubb or contain certain proprietary materials which Chubb has the right to use under license from others, and are protected by copyright, patent, trademark and trade secret laws or other intellectual property laws. You agree not to reproduce, copy, use, modify, reverse engineer, transmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the Information in any manner without the express written consent of Chubb and any other affected party. You agree to take all necessary steps to ensure that no unauthorized person shall have access to Information and Information Services and that no unauthorized copy, publication, disclosure, or distribution thereof, in whole or part, shall be made in any form. You may print copies of the Information for your own use without violating this section of the Agreement. All trademarks, service marks, and trade names are the marks of the respective owner(s), and any unauthorized use thereof is strictly prohibited. You also agree not to use the Information for any unlawful purpose. You acknowledge that any breach of this section of the Agreement would cause irreparable harm to Chubb and money damages would not be sufficient remedy for such breach. In the event of a breach of this section of the Agreement, Chubb shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, without the obligation to post a bond or other security. Upon Chubb's request, you shall promptly return to Chubb all originals and copies of any Information.
4. Accessing Information Services.
You shall be responsible for the use and confidentiality of your User ID(s), password(s) and account number(s) used to access Information Services and Information. You agree to notify Chubb immediately if you become aware of any loss, theft or unauthorized use of such User ID(s), password(s) and account number(s) or if you are no longer employed by the business concern to which Chubb has granted access to the Information Services. Chubb shall not be liable for any misuse of your User ID(s), password(s), or account number(s). You shall promptly revoke the User ID(s), password(s), and account number(s) of any employee who is no longer employed by you.
5. Transmission of Information.
You acknowledge that Information, data, and electronic communications, including e-mail, may be accessed by unauthorized third parties when transmitted between you and Chubb using the Internet, other network communications facilities, telephone or any other electronic means. You agree to use browser software that supports a data security protocol compatible with the protocol used by Chubb. Until notified otherwise by Chubb, you agree to use software that supports the secure socket layer protocol or other protocols accepted by Chubb, and to follow Chubb's log-on procedures for Information Services that support such protocols. You acknowledge that Chubb is not responsible for notifying you of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet.
6. Confidentiality and Security of Personally Identifiable Information
a. It is agreed that any access to personally identifiable information from Chubb about an individual is given solely for purposes which, under applicable privacy laws, do not require the consent of the individual or that the individual be given an opportunity to prevent disclosure of the information, including by way of example and not as a limitation, claims administration and/or management, case management, policyholder services, loss control, risk management or fraud detection, investigation, prevention or reporting.
b. You agree to hold
in strict confidence personally identifiable information
obtained from Chubb about an individual to which you are given
access and that you shall not disclose such information to any
person or entity at any time for any purpose, except it is agreed that, for any of the purposes
identified in subsection (a) of this section, a producer may
disclose the information to the named insured of the Chubb
insurer which issued the policy involved in the specific
claims made by or against the insured. Upon any termination of
this Agreement or upon the request of Chubb at any time, you
will deliver to Chubb, or at Chubb's option will certify the
destruction of, all memoranda, notes, records, reports, media,
and other documents, and all copies thereof, regarding or
including any such personally identifiable information which
you may then possess or have under your control.
c. You shall
establish and maintain appropriate administrative, technical
and physical safeguards to ensure the security and
confidentiality of all personally identifiable information
received from Chubb about an individual.
The obligations of this Section 6 shall survive the termination of this Agreement
You agree to defend, indemnify and hold Chubb and its parent, subsidiary and affiliated companies, authorized representatives, officers, agents and employees harmless from and against any and all liabilities, damages, judgments, awards, expenses, fines, penalties, attorneys' fees, claims, losses, expenses, complaints, charges, demands, proceedings or actions of any kind arising out of Chubb providing you access to the Information Services and Information, your breach of this Agreement, or any third party's rights, including, but not limited to, infringement of any copyright or violation of any proprietary right (provided that such infringement or violation arises out of your use of Information Services or Information in a manner not permitted by this Agreement or any license agreement relating to a specific Information Service), or invasion or violation of any privacy rights. This obligation will survive the termination of this Agreement.
8. Chubb's Ability to Terminate Information Services.
Chubb reserves the right to terminate your access to the Information Services and Information or any portion thereof in its sole discretion, without notice and without limitation, for any reason whatsoever, including but not limited to the unauthorized use of User ID(s), password(s) or account number(s), breach of this Agreement or any agreement regarding a specific Information Service, the termination of insurance with Chubb, termination of Chubb's relationship with an insurance agent or broker, or an agent's or broker's termination as the producer of record. In the event Chubb terminates access to Information Services or Information, Chubb shall have no liability.
9. Use of Electronic Communications.
The Information Services provide you with the capability to send electronic communications, such as e-mail, directly to Chubb. You agree to the following terms with respect to your use of the Information Services and Information:
a. Unless prohibited by applicable law, Chubb shall be entitled, but is not obligated, to review or retain your electronic communications for, among other purposes, monitoring the quality of service you receive, your compliance with this Agreement and the security of the Information Services and Information. Chubb is entitled to disclose your electronic communications to your insurance producer and in the ordinary course of business, to reinsurers, as required by subpoena or a regulatory or governmental body and as allowed by law. In no event will Chubb be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of such activities by Chubb;
b. You will not use any feature of the Information Services or Information for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening. You will not use the Information Services to solicit Chubb customers or others or participate in the solicitation of Chubb customers or others for any purpose;
c. You will not upload, post, reproduce or distribute any Information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights;
d. You will not in any way express or imply that the opinions in your electronic communications are endorsed by Chubb without the prior written consent of Chubb;
e. If you access the Information Services by computer, you agree to provide Chubb with your e-mail address, promptly provide Chubb with any changes to your e-mail address and accept electronic communications from Chubb at the e-mail address you specify. Chubb will use your e-mail address exclusively for internal purposes; and
f. You agree to be bound by any consent you give Chubb through the Information Services to provide notices, statements and other communications to you solely through electronic transmission.
10. Acceptance of the Agreement's Terms
You acknowledge that if you access the Information Services or the Information, you, and your employer if you are an individual, consent to be bound by the terms of this Agreement. You further consent to be bound by the terms of (i) any user or license agreements relating to a specific Information Service or any Information Services-related software, (ii) any other agreements with Chubb that apply to you, currently in effect and amended from time to time, and (iii) the Important Notice and Copyright Notice, both of which are incorporated herein by reference and made a part hereof and located at www.chubb.com. In the event of any inconsistencies between such Important Notice or Copyright Notice and this Agreement, the terms and conditions of this Information Services Agreement shall control.
11. Modification or Termination of this Agreement
Chubb reserves the right, at its sole discretion, to update, change, modify, add, or remove portions of this Agreement from time to time, without providing notice to you. You signify your acceptance, and if you are an individual, your employer's acceptance, of such actions by Chubb if you continue to access Information Services and Information. Chubb, at its sole discretion, may terminate this Agreement.
12. Choice of Law
This Agreement is governed by the laws of the State of New Jersey, U.S.A., excluding conflicts of laws provisions.
Neither this Agreement, nor any obligation or right hereunder may be assigned to any person or entity without the express prior written consent of Chubb.
If any of the provisions contained in this agreement are held to be illegal, invalid, or unenforceable, the enforceability of the remaining provisions shall not be impaired and the Agreement shall continue as if such illegal, invalid or unenforceable provisions are not contained in this Agreement.
15. Captions and Headings
Captions and section headings used in
this Agreement are for convenience only and are not a part of
this Agreement and should not be used in construing it.
END OF AGREEMENT
IN ORDER TO OBTAIN ACCESS TO INFORMATION SERVICES OR INFORMATION, YOU MUST INDICATE YOUR ASSENT TO THE TERMS AND CONDITIONS OF THE ABOVE INFORMATION SERVICES AGREEMENT BY CLICKING ON THE "I AGREE" BUTTON BELOW. IF YOU CLICK ON THE "I DO NOT AGREE" BUTTON, OR FAIL TO CLICK ON "I AGREE" YOU WILL NOT BE ABLE TO ACCESS INFORMATION SERVICES OR INFORMATION.