Company
: Chubb INA Holdings Inc., on behalf of itself and its affiliates (“Chubb”)
Licensee
: The employer or principal of the User, to whom access to this Portal has been provided through a unique User ID and password. As used herein, “you” means the Licensee and User collectively.
Licensee agrees to the
Terms of Use for the Chubb Group Web Site
(“Terms of Use”), and such Terms of Use shall apply to this Portal to the same extent that they apply to such Web Site, except as set forth herein. To the extent of any conflict between such Terms of Use and this Agreement, the Agreement shall prevail.
In addition to such Terms of Use, the following terms apply:
Definitions:
“Portal” means the Content and access thereto, as well as any Documentation, provided to the Licensee in accordance with this Agreement.
“Content” means the data supplied by Chubb (and any third party, if applicable) pursuant to this Agreement and presented through this Portal.
“Documentation” means any instruction manuals, user guides and other recorded matter in either printed or machine-readable form made available by Chubb to the Licensee and the Users.
“Insured” means an entity covered by a Chubb insurance program.
“Use” means the use of this Portal pursuant to this Agreement.
“Users” means employees and agents of Licensee who are provided access to this Portal.
Subscription Period.
The Subscription Period under this Agreement will commence on the date the Licensee signs this Agreement, and will continue until the earliest of the following: (a) as to each Insured, the expiration or termination of the Insured’s insurance program(s) (“Insurance Program”) with Chubb, (b) the termination of this Agreement, or (c) with respect to brokers, as to each Insured, the Licensee is no longer the Broker of record for such Insured.
In the event that Chubb no longer has the legal right to make any portion of the Content available to you, this Agreement shall terminate automatically upon notice from Chubb to Licensee.
Chubb shall have the right to terminate this Agreement, and terminate access to the Portal, immediately if Chubb determines, in its sole discretion, that Licensee or a User has violated or is likely to violate this Agreement, including but not limited to the Terms of Use.
Chubb shall have the right to suspend access for any Licensee or User to the Portal in its sole discretion at any time.
Network Use.
If the Licensee uses the Portal on a non-secure page or through a company-wide network, the Licensee shall ensure that the Content is password-protected or the network is configured in such a way as to limit access to the Portal to the Licensee business units and locations. The access passwords for the Portal may be reset by Chubb from time to time at Chubb’s discretion.
License.
During the Subscription Period, Chubb hereby grants to the Licensee a non-exclusive limited license to access the Portal and its Content (as it may be updated from time to time) in accordance with the terms of this Agreement for the Subscription Period, for the sole purpose of receiving and analyzing information relevant to each Insured’s Insurance Program, provided that:
1. The Licensee understands and agrees that none of the Content amends or changes in any respect any insurance policy issued by Chubb or any of its affiliates. Except where specifically identified as such, no copy of an insurance policy contained in the Content in any way substitutes for the actual policy delivered to the Licensee or any Insured.
2. The Licensee shall not provide an information service which incorporates the Portal, the Content, or any portion thereof, whether by sale, rental, lending or in any other manner to any party or person other than the Licensee and its employees.
3. The Licensee shall ensure that neither the Portal nor the Content shall be integrated into any other database held by Licensee, and Licensee shall not download or store any part of the Content on an intranet or other basis which permits the Licensee or any of its employees access by any means other than remotely accessing the Portal via the internet. Any prohibition contained in this clause shall not apply to insurance policies, declarations, endorsements, or other insurance-related information or documents that are made available via the Portal.
4. Licensee acknowledges and accepts that the Portal and Content are provided “as is”, and no representation or warranty is made concerning their reliability or accuracy. Notwithstanding the foregoing and anything that might be construed to the contrary herein or in the Terms of Use, Licensee and its clients may rely on the accuracy and completeness of quotes, binders, insurance policies, Certificates of Insurance and schedules and loss and claims information issued or made available to them through the Portal.
5. When the Licensee is a broker, in those instances when Licensee receives from a client information that Licensee then uploads to the Portal, Chubb agrees that Licensee has not warranted that the information is true and correct, or that Licensee or its personnel have endeavored to verify the accuracy of said information. However, Licensee shall be responsible for accurately disclosing such information provided to it by its clients into the Portal. The foregoing is not in any way meant to limit the scope of Chubb’s or Licensee’s rights or obligations under current, in-force producer agreements.
6. Notwithstanding anything in the Terms of Use or in this Agreement to the contrary, Licensee is authorized to download, store, use and make copies of the Content for its own internal use, and to convey such Content to its clients.
Compliance with Laws.
Each party hereto represents and warrants that it is in compliance with all applicable Laws and shall (a) perform all of its obligations under this Agreement in compliance with all applicable Laws; (b) obtain and maintain all applicable permits and licenses in connection with its obligations under this Agreement; and (c) comply with all requirements of any third party that may have provided any relevant proprietary materials to it. As used in this paragraph, “Laws” means all applicable international, federal, state, provincial, regional, territorial and local laws, statutes, ordinances, regulations, rules, executive orders, supervisory requirements, directives, circulars, opinions, interpretive letters and other official releases of or by any government, or any authority, department or agency thereof, including Privacy Laws. “Privacy Laws” means laws relating to data privacy, trans-border data flow or data protection, including, without limitation, the General Data Protection Regulation of the European Union, the implementing legislation and regulations of the European Union member states under the European Union Directive 95/46/EC, the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the U.S. Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. parts 160 through 164, promulgated pursuant to HIPAA (“HIPAA Regulations”) and the U.S. Gramm-Leach-Bliley Act, as applicable.
No Amendment of Insurance Program Documents.
Nothing in this Agreement or the Content is intended to, nor shall it, modify, amend or affect the enforceability or the terms, conditions, agreements, exclusions, covenants, duties, obligations or indemnities of any issued insurance policy, or of any certificate or agreement of reinsurance, security agreement or retrocession agreement entered into or to be entered into in connection with the Insurance Program, except as may be provided in the relevant insurance policy documentation provided to Licensee through the Portal.
For Brokers Only.
By executing this Agreement, Licensee represents and warrants that it is the broker of record for the Insureds. The Licensee is responsible for assuring that any User who accesses the Portal is an actual and current employee of the Licensee. Chubb has no responsibility for determining whether any Licensee or any such User remains authorized by an Insured to access information on such Insured’s behalf. The Licensee further represents and warrants that the Licensee and each User are properly licensed and authorized to represent the Insureds in compliance with applicable law. Licensee shall at all times comply with the producer agreement between the Licensee and Chubb.
General
No amendment or variation of the terms of this Agreement or waiver or release of any rights in connection with this Agreement shall be effective unless it is made or confirmed in writing by both parties.
This Agreement shall be construed in accordance with the law of the Commonwealth of Pennsylvania, in the United States of America.
This Agreement may only be relied on by the parties to it and this Agreement shall not be directly or indirectly enforceable by any third party.
If any part of any provision of this Agreement shall be invalid or unenforceable, then the remainder of such provision and all other provisions of this Agreement shall remain valid and enforceable. No amendment or variation of the terms of this Agreement or waiver or release of any rights in connection with this Agreement shall be effective unless it is made or confirmed in writing by both parties.
This Agreement represents the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes any previous agreement whether written or oral between all or any of the parties in relation to that subject matter.
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