This Website Usage Agreement (the "Agreement") is between GLOBAL ASSET PROTECTION SERVICES, a Connecticut Limited Liability Company, having its principal place of business at 100 Constitution Plaza, Hartford CT 06103 ("GAP Services") and the company or business entity identified below (the "Customer"). Acceptance of the terms and conditions set forth in this Agreement is a prerequisite for use of the Service. WHEREFORE, In consideration of the agreements contained herein, GAP Services and Customer agree as follows:
"Customer" - The company or business entity identified as 'Customer' herein and all individuals it identifies as authorized Users of the Site.
"User" - An individual who is identified by the Customer in the Security Authorization Application provided by GAP Services, as an authorized user of the Site.
"Site" - The GAP Services extranet website, GAP Services' proprietary business-to-business application that offers User the ability to view customized displays of business information and data and such other property loss prevention and property risk management tools and material as GAP Services may designate from time to time. The Site is operated and maintained by GAP Services and designated by the URLs http://www.xlgaps.com and https://secure.xlgaps.com or any other URL designated hereafter for such purpose by GAP Services.
"Customer Materials" - Text, data and graphics that either 1) Customer provides to GAP Services or a third party provides to GAP Services at Customer's request or on Customer's behalf; or 2) GAP Services collects from the customer; and that GAP Services makes available for Customer's access through the Site.
"Site Content" - All Site text, data and graphics, other than Customer Materials.
Subject to the terms and conditions set forth herein, GAP Services hereby grants to Customer a non-exclusive, non-assignable and non-transferable license to access, use and display the Site during the term of this Agreement.
1. Customer agrees to use the Site solely for its own internal business use.
2. Customer agrees not to interrupt or attempt to interrupt operation of the Site.
3. Customer acknowledges that the authority to use the Site granted herein, is not a transfer of title in the Site or the Site Content. GAP Services owns all intellectual property rights in the Site and Site Content, or has obtained a license from third parties for the use of such intellectual property. Customer agrees that except as otherwise provided herein, no part of the Site, including but not limited to the text, graphics and html code, but not including Customer Material, may be reproduced or transmitted in any form or by any means without GAP Services' written consent. Customer agrees not to translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the Site's source code from the object code. Customer agrees not to remove, obscure, or alter any patent, copyright, trademark, service mark or other intellectual property right notice displayed on the Site. Except as expressly provided herein, GAP Services does not grant any express or implied right to Customer un der any patent, service mark, trademark, copyright, or trade secret information. Customer agree not to use the Site, or the Site Content in a manner that infringes upon or violates any intellectual property right of GAP Services or any third party.
4. Customer acknowledges and agrees that access to and use of the Site are limited to only those individuals properly authorized by Customer as Users. Approval of all Users remains within the sole discretion of GAP Services. Approval by GAP Services of each application shall be evidenced by the assignment to the individual of a unique user ID and password. Customer acknowledges that any user ID and password assigned by GAP Services for the purpose of granting Users access to the Site are to be kept strictly confidential and must not be disclosed to any third party or used for any purpose not expressly authorized herein, including but not limited to assisting any third party to gain access to the Site. Customer agrees not to permit or assist any person or entity, other than Users, to use or gain access to the Site and to provide reasonable security measures to protect against unauthorized use of or access to the Site. Customer agrees to release and hold harmless GAP Services, its members, subsidi aries and affiliates from and against any suit, claim, liability, loss or damage, including but not limited to the loss of Customer data and any proprietary information arising out of Customer's failure to keep any assigned User name and password confidential, or Customer's use of the User name and password for any unauthorized purpose.
5. Customer agrees to promptly notify GAP Services when a User is no longer authorized to use the Site. GAP Services reserves the right to request updates and the confirmation of user profiles on a regular basis as determined by its security needs. Customer agrees to release and hold harmless GAP Services, its members, subsidiaries and affiliates from and against any suit, claim, liability, loss or damage, including but not limited to the loss of Customer data and any proprietary information, arising out of its failure to promptly notify GAP Services that a User is no longer authorized to access the Service.
6. Customer and GAP Services agree not to use the Site in a manner that: (a) constitutes defamation, libel, invasion of privacy, or violation of any right of publicity or other right of any third party; (b) is threatening, harassing, obscene or malicious; or (c) violates any applicable international, federal, state or local law, rule, legislation, regulation or ordinance.
7. Customer and GAP Services agree to take the same precautions to ensure that any materials that it sends to the site are free from viruses, worms, trojan horses and other malicious code as Customer and GAP Services takes to protect their own computer systems, or such precautions as would be considered commercially reasonable, whichever will provide the greater protection.
8. Customer agrees to be responsible for obtaining at its own expense the necessary Internet connection and services that will allow Customer to access and use the Site.
9. Customer acknowledges and agrees that GAP Services reserves the right, but not the obligation, to modify the Site and to delete any materials from the Site that it deems objectionable. GAP Services will notify Customer in writing, prior to deleting any Customer Materials which GAP Services deems objectionable.
Some information displayed on the Site may be provided by third parties not related to or affiliated with GAP Services. Use of such information shall not be construed as an endorsement by GAP Services of such third-parties, or of the views presented in such information.
Customer acknowledges that this Site may contain links to other sites that are not owned or operated by GAP Services and that should Customer use such links it will leave this Site. Customer agrees that it visits linked sites at its own risk and that it is Customer's responsibility to take all protective measures to guard against viruses or other destructive elements. Customer acknowledges and agrees that such links do not constitute GAP Services' endorsement, sponsorship or recommendation of any linked site, or the contents, services, or products offered through such site and that GAP Services does not control the security, data collection and data use practices of the linked sites and is not responsible for such practices.
GAP Services agrees to handle all Customer Material in accordance with the obligations contained in any Non-Disclosure or Confidentiality Agreement between it and Customer that governs use of such material. In the event that there is no such Non-Disclosure or Confidentiality Agreement between the parties, GAP Services hereby agrees to keep all Customer Materials strictly confidential and to treat such materials as proprietary information of the Customer.
Notwithstanding any provision of an applicable Non-Disclosure or Confidentiality Agreement to the contrary, the parties hereby agree as follows:
1. Upon the termination of this Agreement and upon Customer's request, GAP Services will provide a copy of the Customer Material to Customer on CD ROM or other mutually agreed upon technology. GAP Services reserves the right to require a reasonable fee upon Customer's receipt of the copy.
2. Customer agrees that GAP Services shall retain all intellectual property rights in and to the design and format of all forms, templates, methods and processes developed and utilized by GAP Services on the Site; and
3. Customer agrees that GAP Services shall have the right to store and utilize all data obtained by it in connection with Customer's use of the Site for statistical, analytical, jurisdictional reporting, research, or other related purposes. GAP Services agrees that it shall not release such data to any third-party outside of GAP Services in a form that identifies Customer, without the Customer's prior written consent, except as required by law.
1. THE SITE, THE INFORMATION AND MATERIALS PROVIDED IN CONNECTION WITH THE SITE, AND ANY SOFTWARE MADE AVAILABLE IN CONNECTION WITH THE SITE, ARE PROVIDED 'AS IS' WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
2. THE MATERIALS PROVIDED IN CONNECTION WITH THE SITE MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. GAP SERVICES DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE MATERIALS OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE SITE. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY RELIANCE ON ANY SUCH OPINION, ADVICE, STATEMENT, MEMORANDUM, OR INFORMATION IS AT ITS SOLE RISK. MATERIALS PROVIDED TO GAP SERVICES BY A THIRD PARTY AT CUSTOMER'S REQUEST OR ON CUSTOMER'S BEHALF ARE PROVIDED IN CONNECTION WITH THIS SITE SOLELY AT CUSTOMER'S REQUEST AND SOLELY FOR CUSTOMER'S CONVENIENCE. GAP SERVICES RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE.
3. THE MATERIALS AND OTHER INFORMATION PRESENTED ON THE SITE SHOULD NOT BE CONSTRUED AS LEGAL, TAX, FINANCIAL, OR ACCOUNTING ADVICE. CUSTOMER SHOULD CONSULT WITH QUALIFIED ATTORNEY OR OTHER PROFESSIONAL ADVISOR FAMILIAR WITH CUSTOMER'S PARTICULAR FACTUAL SITUATION FOR ADVICE CONCERNING SPECIFIC LEGAL, TAX, FINANCIAL, OR OTHER MATTERS BEFORE MAKING ANY DECISION.
UNDER NO CIRCUMSTANCES SHALL GAP SERVICES, ITS MEMBERS OR ANY AFFILIATES OR SUBSIDIARIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, PROGRAMS OR OTHER DATA) THAT ARISE OUT OF OR RELATE TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR ANY LINKED WEBSITE, EVEN IF GAP SERVICES IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Each party agrees to defend, indemnify and hold harmless the other party, its parent, affiliates, subsidiaries and its directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or related to: (a) any material displayed on the Site or otherwise provided by the indemnifying party that infringes any copyright, trademark, service mark, trade secret, patent or other intellectual property right of any person or entity or defames any person or violates their rights of publicity or privacy or any other right; and (b) any breach by the indemnifying party of the terms and conditions of this Agreement.
1. This Agreement shall be effective as of the date set forth below and shall continue in effect until terminated by either party by giving (30) days written notice. Upon termination of the Agreement, Customer shall cease all use of the Site.
2. Notwithstanding the paragraph immediately above, GAP Services may terminate this Agreement and Customer's Site access without giving (30) days notice in the event of any unauthorized use, or misuse of the Site by the Customer or Customer's failure to promptly notify GAP Services that any User is no longer authorized to use the Site.
The Site is controlled, operated and administered by GAP Services from its offices within the United States of America. GAP Services makes no representation that materials on this Site are appropriate or available for use outside of the United States. Customer may not use the Site or export the materials in violation of U.S. export laws and regulations. If Customer or Users access this Site from locations outside of the U.S., Customer is responsible for compliance with all local laws.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND THE STATE OF CONNECTICUT, WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES, AND ANY ACTION SHALL BE INITIATED AND MAINTAINED IN A FORUM OF COMPETENT JURISDICTION IN SUCH DESIGNATED STATE.
1. For contract formation and for all other purposes under applicable law, an electronic version of this Agreement and any electronic documents, including email, used in connection with the Site (the 'Documents') shall be deemed (a) 'written' and a 'writing'; (b) 'signed'; and (c) an 'original business record' when printed from electronic files or records established and maintained in the normal course of business. The parties hereby expressly waive any right to object to the validity or enforceability of the Documents on the ground that a 'statute of frauds' or any other law requires that the Documents be in writing or signed by the bound party. If introduced as evidence in any proceeding, the Documents shall be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary (paper) form, and neither party shall contest the admissibility of copies of the Documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Documents were not originated or maintained in documentary (paper) form.
2. This Agreement represents the complete agreement and understanding of the parties with respect to the subject matter herein, and supersedes any other agreement or understanding, written or oral. Should any provision of the Agreement be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected.