LICENSED APPLICATION - USER LICENSE AGREEMENT
THIS USER LICENSE AGREEMENT (THIS “AGREEMENT”) IS EFFECTIVE AS OF THE DATE ELECTRONICALLY ACKNOWLEDGED BY YOU (“YOU”). PLEASE READ THIS AGREEMENT CAREFULLY. YOUR USE OF ANY APPLICATION AVAILABLE AT THE @CHUBB PORTAL, INCLUDING ANY ADMINISTRATOR PROVISIONING APPLICATION TO THE EXTENT APPLICABLE (IN ANY CASE, THE “LICENSED APPLICATION”) IS CONDITIONED UPON YOUR COMPLIANCE WITH, AND ACCEPTANCE OF, THIS AGREEMENT. THE TERM "YOU" MEANS THE BUSINESS CONCERN TO WHICH CHUBB IS GRANTING ACCESS TO THE LICENSED APPLICATION PURSUANT TO THIS AGREEMENT. "YOU" SHALL INCLUDE THE CORPORATE ENTITY IF SAID BUSINESS IS A CORPORATION AND THE OFFICERS, DIRECTORS, EMPLOYEES, OWNERS AND, AS APPLICABLE, THE PARTNERS, MEMBERS AND EMPLOYEES, IF SAID BUSINESS IS NOT A CORPORATION (IN ALL CASES, THE “EMPLOYER”). IN ALL CASES, REGARDLESS OF THE NATURE OR STRUCTURE OF THE EMPLOYER, THE TERM "YOU" INCLUDES ALL EMPLOYEES AND AUTHORIZED INDIVIDUALS WHO ACTUALLY ACCESS OR USE CHUBB'S INFORMATION SERVICES. YOU ACKNOWLEDGE AND AGREE THAT BY CLICKING ON THE “ACCEPT” BUTTON OR SIMILAR BUTTONS OR LINKS AS MAY BE DESIGNATED BY CHUBB TO SHOW THESE TERMS AND/OR TO INSTALL THE LICENSED APPLICATION, YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT WITH FEDERAL INSURANCE COMPANY, FOR ITSELF AND AS MANAGER OR AGENT FOR INSURERS OF THE CHUBB GROUP OF INSURANCE COMPANIES (“CHUBB”) STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE LICENSED APPLICATION AND INFORMATION (AS DEFINED BELOW)_AND, IF APPLICABLE, YOUR AGREEMENT TO ACT AS “ADMINISTRATOR” ON BEHALF OF THE EMPLOYER IN CONNECTION WITH THE EMPLOYER’S AND ITS AGENTS’, IF APPLICABLE, USE OF THE LICENSED APPLICATION AND INFORMATION. YOU WILL NOT BE PERMITTED TO USE THE LICENSED APPLICATION UNLESS AND UNTIL YOU ACCEPT THIS AGREEMENT AND ANY OTHER RULES OR POLICIES THAT CHUBB MAY CREATE AND MAKE AVAILABLE ON ITS WEBSITE FROM TIME TO TIME.
YOU UNDERSTAND AND AGREE THAT THE LICENSED APPLICATION IS INTENDED FOR USE SOLELY IN THE UNITED STATES AND THAT YOU SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL LOSSES OR DAMAGES ARISING OUT OF THE USE OF THE LICENSED AppLICATION OUTSIDE OF THE UNITED STATES.
In offering the Licensed Application, and subject the terms and conditions of this Agreement, Chubb may be making available to You for internal review, use and management purposes, certain information and materials including without limitation (a) loss control information such as survey reports, recommendations and communications and/or (b) general safety and loss prevention information (all of the foregoing information and materials collectively, the “Information”). The amount and type of Information Chubb makes available to You will be determined by Chubb in its sole discretion.
The Licensed Application is licensed to You for use only under the terms of this Agreement. Chubb reserves all rights not expressly granted to You. You agree to use the Licensed Application and the Information only in accordance with this Agreement and only for internal review, use and management purposes, except that personally identifiable information about an individual which is obtained through the Licensed Application may be used only for the purposes and within the constraints identified in section 6 below. Chubb may amend or terminate the Licensed Application 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 Licensed Application and the Information.
1. SCOPE OF LICENSE: The license granted to You by Chubb for the Licensed Application is a non-transferable, non-exclusive and revocable license to use the Licensed Application on any device that You own or control. This license does not allow You to use the Licensed Application on any device that You do not own or control. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of Chubb and its licensors. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by Chubb that replace and/or supplement the original Licensed Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
2. ACCESSING LICENSED APPLICATION; AUDIT RIGHT:
(a) To the extent Employer has an Administrator, Administrator shall have the right to grant Employer’s employees and agents, as applicable (collectively, “Additional Users”) access to the Licensed Application. Access to the Licensed Application shall only be granted to those Additional Users who have a bona fide business need for access, and You shall be responsible for all actions by all Additional Users in connection with Your and their use of the Licensed Application. Administrator shall add, manage and remove Additional Users, as well as appoint Additional Users as administrators, appropriately as necessary.
(b) You agree to maintain the confidentiality of all User ID(s), password(s) and account number(s) used to access the Licensed Application and Information by You and Additional Users, as the case may be. You shall be responsible for the use and confidentiality of all User ID(s), password(s) and account number(s) used to access the Licensed Application and Information by You and Additional Users, as the case may be. You shall 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). Chubb shall not be liable for any misuse of any 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 (a) employee who is no longer employed by Employer and (b) agent no longer engaged by Employer. Employer shall promptly notify Chubb in the event Administrator’s employment with Employer terminates for any reason and revoke Administrator’s User ID, password and account number in such event.
(c) Upon reasonable prior notice, Chubb shall have the right to audit the use of the Licensed Application by You and the Additional Users, as well as Your compliance with the terms of this Agreement.
3. PROPRIETARY INFORMATION: The Licensed Application 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 modify, reverse engineer, transmit, disseminate, sell, distribute, publish, broadcast 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 the Licensed Application and Information and that no unauthorized publication or distribution thereof, in whole or part, shall be made in any form. You may print copies of the Information for Your use in connection with Your business, 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. LIMITATION OF LIABILITY: IN NO EVENT WILL CHUBB OR ITS PARENT, SUBSIDIARY OR AFFILIATED COMPANIES, NOR CHUBB’S 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 LICENSED AppLICATION 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 Licensed Application 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 LICENSED APPLICATION 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: (A) OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR (B) THAT THE USE OF THE LICENSED APPLICATION 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.
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 the Licensed Application 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. 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, You 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.
7. INDEMNIFICATION: 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 and Additional Users access to the Licensed Application 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 the Licensed Application or Information in a manner not permitted by this Agreement), 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 Licensed Application 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, 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 the Licensed Application or Information, Chubb shall have no liability.
9. USE OF ELECTRONIC COMMUNICATIONS: The Licensed Application provides 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 Licensed Application 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 Licensed Application 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 Licensed Application or Information for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening;
c. Except as otherwise provided herein, 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. If You access the Licensed Application 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
e. You agree to be bound by any consent You give Chubb through the Licensed Application 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 Licensed Application or the Information, You consent to be bound by the terms of this Agreement. You further consent to be bound by the terms of 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 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 of such actions by Chubb if You continue to access the Licensed Application 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.
13. ASSIGNMENT: 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.
14. SEVERABILITY: 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
66734.01 revised info srvcs agrmt