1. QBE Insurance (Australia) Limited ABN 78 003 191 035 and its corporate affiliates (collectively hereinafter "QBE") has given you an ID and password, and, if applicable, an encryption key, to access certain information available through this Web site (the "Site"). This Site allows you to access information that QBE makes available to clients and/or brokers generally (the "Information") and certain data relating specifically to clients’ organizations that QBE makes available to clients (the "Client Data"). You are solely responsible for maintaining the confidentiality of and agree not to disclose your ID, password, or any encryption key to any person or entity. You are solely responsible for all activity that occurs under your ID and password and for all charges for connection to the Site, including all necessary access lines and telephone and computer equipment. You will not: (1) use another user’s password or user ID to access the Site or transmit data through the Site; (2) use the Site for any illegal purposes or in a way that violates the privacy rights of any third party or any applicable law; (3) upload any files or software that may damage or provide unauthorized access to the data, software or hardware of another; (4) interfere or allow interference, directly or indirectly, with the proper functioning of the Site or any transactions offered through the Site; or (6) issue insurance contracts or any related documents, including certificates of insurance, from QBE, except in accordance with the terms of your current policy.
2. If you are an insured of QBE and have received a password and user ID from QBE, you may print and then distribute one copy of each unique Certificate of Insurance as provided by QBE through the Site, only in accordance with the terms of your current policy. Each Certificate of Insurance is a one-of-a kind, negotiable, multi-page document, with a unique number (usually located in the upper right hand corner of the document). You may only print and distribute one original Certificate of Insurance per unique number, and, if applicable, one duplicate Certificate of Insurance per certificate number. You may be allocated a range of unique Certificate of Insurance numbers, and you may only issue Certificates of Insurance within that allocated range.
3. Subject to this Agreement, QBE hereby grants you a terminable, revocable, non-exclusive, non-transferable license to access and use the Site, Information and Client Data within your organization’s risk management department. QBE and/or Oceanwide may at any time change the terms of use for the Site, deny access to the Site or deny, change, or terminate IDs and passwords, with or without cause, and without liability.
4. Oceanwide Inc. ("Oceanwide") and QBE retains all intellectual property and other rights, including, without limitation, copyrights, in its Information and to the software comprised in this Site. You may not sublicense, assign or transfer to anyone the Site (or any part thereof) or this license to access and use the Site. You may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, modify, distribute, publish, display, perform, upload to, create derivative works from, link with any 3rd party sites, transmit or in any way exploit any part of the Site or its contents, without the express written consent of Oceanwide and QBE.
5. QBE and its corporate affiliates reserve the right to collect, store and use the Client Data you may provide when using the Site. QBE and its corporate affiliates will use this information in accordance with their standard policies and procedures. For example, QBE, and third parties providing services to you and/or QBE, may use this information internally as necessary to provide services to you and/or QBE. QBE’s and its corporate affiliates’ rights under this Section 5 will survive termination of this Agreement for any reason.
6. To the extent that any Client Data contains information in relation to which the laws of any state or country impose data protection obligations, you will be responsible for compliance with those laws in so far as they relate to your right to use such information, transfer it to QBE and for QBE to hold it in electronic form on the Site and use it in performing services for your organization.
7. The names of QBE and its products referred to in the Site are trademarks of QBE. All other product and company names are trademarks of their respective owners. You agree not to use any trademarks, service marks, logos, or other identifiers of QBE without QBE’s prior written permission in each instance.
8. Links to other Web sites are provided as a service. QBE and Oceanwide make no representations whatsoever about any other Web site that you may access through this one. A link to another Web site does not mean that QBE and/or Oceanwide endorse or accept any responsibility for the content or the use of that Website or that QBE and/or Oceanwide are affiliated in any way with the proprietor of that site. Neither QBE nor Oceanwide warrant that the Site is compatible with your or your organization’s equipment or is free of errors or viruses, worms or "Trojan horses" and are not liable for any damage you or your organization may suffer as a result of such features. The content of other Web sites, systems, products or advertisements that may be linked to the System are not maintained nor controlled by QBE nor Oceanwide. You acknowledge that QBE has the right to change the content or technical specifications of any aspect of the Site at any time at QBE’s sole discretion. You understand that third-party contributors to the Site may choose at any time to prohibit their content from being accessed.
9. Linking or "deep" linking to any page other than the front or home page within the Site is prohibited without the express authorization of QBE. You agree that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the Site for any purpose, unless specifically authorized by QBE in writing to do so. If you do want to link to the Site in any manner, you must contact QBE at support@oceanwide.com to seek approval.
10. The use of any tools, programs, robotic algorithms or products to automatically download or "spider" the Site or any of the pages of the Site infringes on QBE’s and/or Oceanwide’s copyrights. You agree that you will not use any such tools, programs, robotic algorithms or products on or in connection with the Site.
11. You acknowledge and agree that no system or technique can guarantee the security of the Client Data because the Client Data is on the Internet, which is a public network. QBE and Oceanwide shall not be liable for any damages or losses to you or your organization resulting from unauthorized access to the Site.
12. You agree that if you use the Site to give instructions to QBE, no risk shall be deemed to have been accepted unless the policy transaction is fully completed and acknowledged as such on the system.
13. THE INFORMATION, SITE AND CLIENT DATA ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER QBE NOR OCEANWIDE, AT THIS SITE, WARRANT TO YOU THAT ANY PART OF THE SITE WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT TRANSMISSION TO OR FROM THE SITE AND ACCESS TO THE SITE WILL NOT BE INTERRUPTED, DISCONTINUED OR ERROR-FREE. NEITHER QBE NOR ANY THIRD PARTIES MENTIONED AT THIS SITE WARRANT OR MAKE TO YOU ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE IN TERMS OF ITS QUALITY, CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITIEN INFORMATION OR ADVICE GIVEN BY QBE OR ITS EMPLOYEES OR REPRESENTATIVES OR ANY THIRD PARTIES MENTIONED AT THIS SITE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF QBE’S OR ANY SUCH THIRD PARTIES’ OBLIGATIONS HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE THESE DISCLAIMERS WILL NOT APPLY TO YOU.
14. LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, QBE WILL BE LIABLE ONLY FOR PERFORMANCE OF OBLIGATIONS UNDER INSURANCE POLICIES AND CONTRACTS APPROVED OR EXECUTED BY AN AUTHORIZED OFFICER OF QBE. TO THE FURTHEST EXTENT PERMITIED BY LAW, UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION QBE’S AND/OR OCEANWIDE’S NEGLIGENCE, SHALL EITHER QBE OR OCEANWIDE BE LIABLE FOR ANY DAMAGES INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, EXEMPLARY AND/OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR LOST PROFITS, THAT RESULT FROM YOUR USE OR INABILITY TO USE THE SITE, ANY CONTENT AND/OR ANY RELATED SOFTWARE, EVEN IF EITHER OCEANWIDE OR QBE OR ONE OF THEIR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY UPON WHICH ANY CLAIM OF LIABILITY MAY BE BASED. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THESE TERMS. FURTHER, YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS BOTH OCEANWIDE AND QBE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, ATIORNEYS AND AGENTS, FROM AND AGAINST ANY AND ALL DAMAGES, CLAIMS AND ACTIONS BROUGHT BY YOU OR ANY THIRD PARTY RESULTING FROM YOUR USE OF THE SITE IN VIOLATION OF THESE TERMS OR THE INFRINGEMENT BY YOU OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ENTITY.
15. This Agreement represents the entire agreement between both parties and supersedes all previous oral and written agreements with respect to this service being provided. If any part of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.
16. If any provision of the Terms is found by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, such provision shalt as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction, provided, however, that if such invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law, such provision will be deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law.
17. You agree that the terms of this Agreement, combined with your act of using the Site and/or the services offered on or through the Site have the same legal force and effect as a written contract with your written signature and satisfy any laws that require a writing or signature, including any applicable Statute of Frauds.
18. This Agreement shall be governed by the laws of Australia without reference to the principles of conflicts of laws thereof. You hereby irrevocably and unconditionally accept and agree, on behalf of yourself and your organization, to submit to the exclusive jurisdiction of any court in Australia to hear any dispute relating to this Agreement.
19. You expressly agree that Oceanwide is a third-party beneficiary to Sections 4, 7, 11, 13, 14, , 16 and 17 of this Agreement and that Oceanwide shall have the right to enforce its rights against you (or join QBE in enforcing them) in its own name.