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USER LICENCE


USER LICENCE TERMS

OPERATIVE PROVISIONS

DEFINITIONS AND INTERPRETATIONS

LICENCE

ACCESS AND SECURITY

AVAILABILITY AND HELPDESK

REMOVAL OF CONTENT

LIMITATION OF LIABILITY

OWNERSHIP, COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS

CONFIDENTIALITY

DATA PROTECTION

TERMINATION

FORCE MAJEURE

THIRD PARTY RIGHTS

GENERAL

GOVERNING LAW AND JURISDICTION


1. DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement the following expressions have the following meanings:
"Agreement" means the User Agreement and these User Licence Terms;
"Authorised User" means an employee of the User or an employee of another company within the User's Group given authority by the User to access the Repository on behalf of the User in accordance with this Agreement and notified to ISO or its authorised agents and given access to the Repository in accordance with clause 3 below;
"Core Wordings" means policy wordings: (a) submitted to, uploaded to and published on the Repository; (b) that have gone through the ISO's governance process; and (c) that are (regardless of ownership) maintained by the ISO;
"Group" means in relation to a company, that company and any company which is a holding company or a subsidiary of that company (or a subsidiary of any such holding company) and the phrases "holding company" and "subsidiary" shall bear the meanings attributed to them in Section 736 of the Companies Act 1985 (as amended);
"Helpdesk" shall bear the meaning given to that term in clause 4.4;
"Initial Term" shall bear the meaning given to that term in the User Agreement;
In this Agreement the following expressions have the following meanings:
"Intellectual Property Rights" means copyright, patents, trade marks, trade secrets, registered designs, database rights, know-how, rights in domain names, moral rights and all other legal and beneficial intellectual and industrial property and similar rights of all types under the laws of any governmental authority in any jurisdiction no matter what such rights may be known as in any particular country in the world and including all renewals, applications and registrations relating to any of the foregoing;
"ISO Administrator" means the person appointed by ISO to administer this Agreement;
"ISO" means Insurance Services Office Inc., of 545 Washington Boulevard, Jersey City, New Jersey 07310-1686, United States of America;
"Repository" means the online repository of Core Wordings and Restricted Use Wordings made available at www.lloydswordings.com;
"Renewal Term" shall bear the meaning given to that term in the User Agreement;
"Restricted Use Wordings" means policy wordings: (a) submitted to, uploaded to and published on the Repository; (b) produced by or for a Sponsor and for which that Sponsor is responsible; and (c) that are subject to the additional restrictions on use set out in clause 2.3;
"Sponsor" means a company or other organisation that has licensed certain of its policy wordings to the LMA for publication on the Repository, for Users to download, print, amend and use, solely subject to and in accordance with this Agreement;
"System" means the information technology infrastructure powering the Repository including, without limitation, the software of the Repository;
"System Providers" means ISO and/or any other provider of any aspect of the System;
"User" means the individual, company or other organisation described as such in the User Agreement;
"User Agreement" means the part of the Agreement signed by the parties to acknowledge and agree to the terms and conditions of this Agreement;
"User Licence Terms" means these terms and conditions; and
"Wordings Providers" means the LMA, the Sponsors and/or any other provider of Core Wordings or Restricted Use Wordings.
1.2 Words denoting the singular include the plural, words denoting any gender include every gender, words denoting persons include bodies corporate and unincorporate and references to the whole include the part and, in each case, vice versa. Headings shall not affect interpretation.
1.3 A reference to a statutory provision, regulation, guideline, code of practice or handbook provision includes a reference to such statutory provision, regulation, guideline, code of practice or handbook provision as modified and/or re-enacted from time to time and any subordinate legislation made with respect to the foregoing, in each case, whether before or after the date of this Agreement.
2. LICENCE
2.1 The User is licensed to allow Authorised Users to connect to and interrogate the Repository and to download and use policy wordings from the Repository on behalf of the User, solely for the purposes of the User's normal business and subject always to the terms of this Agreement.
2.2 Neither the User nor any Authorised User has the right to reproduce or otherwise deal in the policy wordings other than as part of the User's normal business and, without limitation, neither the User nor any Authorised User has the right to:
2.2.1 resell, or otherwise deal in, all or any part of any policy wording which forms part of the Repository; or
2.2.2 use all or any part of any policy wording which forms part of the Repository to provide policy drafting services for any third party.
2.3 Neither the User nor any Authorised User may use any Restricted Use Wording unless the Sponsor of such Restricted Use Wording:
2.3.1 is also a party to the transaction in relation to which such Restricted Use Wording is to be used; or
2.3.2 gives its express written consent to the proposed use of such Restricted Use Wording.
3. ACCESS AND SECURITY
3.1 The User shall provide ISO or its authorised agents with the details of all individuals that it intends shall become Authorised Users.
3.2 ISO or its authorised agents shall provide the User with a registration key to enable the Authorised Users to access the Repository. The User must not disclose this registration key to any person except as set out in clause 3.3.
3.3 The User shall provide the registration key to each individual notified to ISO Administrator in accordance with clause 3.1. The registration key allows the individual to become an Authorised User and to access the Repository and create his/her unique username and password for his/her subsequent access to the Repository.
3.4 The User shall ensure that each Authorised User:
3.4.1 keeps the registration key and his/her username and password confidential and does not disclose it to anyone else; and
3.4.2 when accessing the Repository from a public or shared computer, logs out when finished or when leaving the computer unattended and makes sure that the username and password are not stored on the computer after he/she has logged out.
3.5 The User is entitled to have up to the maximum number of Authorised Users set out in the User Agreement at any one time. The User is responsible for ensuring that it does not exceed the maximum number and for administering its employees' access to and use of the Repository. If an Authorised User:
3.5.1 ceases to be employed by the User; or
3.5.2 is no longer authorised by the User to access and use the Repository on its behalf;
the User must call the Helpdesk to relay this information to ISO or its authorised agents as soon as possible.
3.6 ISO or its authorised agents may carry out an audit regarding the use of usernames and passwords by the User and each Authorised User and the User shall give ISO or its authorised agents access to the User's premises to conduct such audit, upon seven working days notice in writing. If such audit reveals or ISO or its authorised agents otherwise become aware that passwords and or usernames have been provided or disclosed to individuals who are not Authorised Users then, without prejudice to ISO's or its authorised agents' other rights, ISO or its authorised agents may promptly disable such passwords and/or usernames.
3.7 ISO or its authorised agents may, in respect of any Authorised User who has knowingly disclosed his/her password and/or username to a third party, refuse to allow that Authorised User further access to or use of the Repository. ISO or its authorised agents may also change any Authorised User's username and password at any time and without reason. Should ISO change any Authorised User's username and password it will give reasonable advance notice to such Authorised User if possible in the circumstances or, if not possible, shall promptly notify the Authorised User that the username and/or password has been changed and provide the Authorised User with the details of the new username and/or password.
3.8 The User shall call the Helpdesk as soon as it becomes aware of any breach of the security provisions set out in this clause 3 and shall provide reasonable assistance to ISO and its authorised agents in connection with resolving any such breach.
4. AVAILABILITY AND HELPDESK
4.1 ISO aims to make the Repository available at all times, but ISO cannot, and does not, guarantee:
4.1.1 that the Repository will be available for use at any particular time;
4.1.2 that the Repository will be error free or virus free; or
4.1.3 the speed of access to the Repository.
The Repository will be unavailable from time to time to allow ISO or its authorised agents to carry out maintenance, upgrades or other repair work. The User acknowledges and understands that its Authorised Users will not be able to use the Repository when it is unavailable.
4.2 The User shall use, and shall ensure that the Authorised Users use, the Repository and the System for lawful purposes only and in a manner which is consistent with any and all applicable laws and regulations applying to such use.
4.3 The User shall ensure that it has the appropriate hardware, software and security (such as virus protection) to enable its Authorised Users to use the Repository and to download information from the Repository safely and securely. ISO is not responsible to the User for any computer virus that affects the User's computer systems or data as a result of the Authorised Users' access to and use of the Repository or the downloading of any information from the Repository.
4.4 ISO or its authorised agents shall operate and provide a helpdesk offering technical and business support for Authorised Users in connection with their use of the Repository (the "Helpdesk"). Details about the Helpdesk shall be set out on the Repository website. Authorised Users should contact the Helpdesk if they experience any difficulty in accessing and using the Repository.
5. REMOVAL OF CONTENT
5.1 If ISO or its authorised agents become aware that:
5.1.1 any content held in the Repository is or may be out-of-date, inaccurate, misleading, defamatory, obscene, offensive or in breach of this Agreement or any applicable laws; or
5.1.2 the making available, access to and/or use of any content held in the Repository infringes or may infringe, or constitutes or may constitute the unauthorised use or disclosure of, any Intellectual Property Rights owned by, or licensed to, any third party;
  Then ISO or its authorised agents may remove such content from the Repository or prevent access to such content without giving notice to the User or any Authorised Users.
6. LIMITATION OF LIABILITY
6.1 Nothing in this Agreement shall exclude or restrict the liability of either party or ISO's authorised agents for:
6.1.1 death or personal injury resulting from its negligence or the negligence of its personnel while acting in the course of their employment; or
6.1.2 fraud; or
6.1.3 any other liability that cannot be excluded or limited by law.
6.2 The Repository and the policy wordings on the Repository are used by the User on an "as is" basis and the User accepts that it uses the Repository and the policy wordings on the Repository at its own risk and that undertaking insurance work on the basis of the policy wordings is a matter for its Authorised Users' skill and judgement as insurance professionals. Accordingly, the User waives any rights it has or may have against the ISO or its authorised agents or the Wordings Providers in respect of the User's use of the Repository and the policy wordings on it. No condition or warranty is given expressly or impliedly that the policy wordings on the Repository are suitable for any particular contract of insurance nor do such policy wordings constitute any form of legal advice by ISO or its authorised agents or the Wordings Providers who owe no duty of care in this respect to the User and the User expressly waives any rights that it may have now or in the future in respect of the User's use of any such wording.
6.3 Subject to clause 6.1, neither ISO nor its authorised agents nor the Wordings Providers shall be liable to the User under any statute or in contract, tort or otherwise for any: loss of profits, business revenue, business opportunity, contracts, goodwill and/or anticipated savings; loss of, damage to and/or corruption of data; and/or indirect, exemplary, punitive or consequential loss or damage.
6.4 Subject to clause 6.1, ISO and its authorised agents' total aggregate liability to the User under or in connection with this Agreement (whether such liability arises under statute or in contract, tort or otherwise) shall be limited each contractual year to the licence fee payable by the User under this Agreement for that contractual year.
6.5 The parties expressly agree that this clause 6 fairly apportions risk between the parties and reflects the following:
6.5.1 the nature and cost of the service offered by ISO;
6.5.2 the possibility that the User can make both significant profits and significant losses from use of the policy wordings, neither of which are related to the cost of the licence provided under this Agreement;
6.5.3 the fact neither ISO and its authorised agents nor the Wordings Providers have any knowledge or control over the uses to which the User may put policy wordings extracted from the Repository; and
6.5.4 the User is responsible for obtaining its own legal advice in relation to the policy wording(s) on the Repository that it intends to use and for ensuring that such policy wording is compliant with all applicable laws and regulations even where a Wordings Provider is also a party to the transaction in relation to which such policy wording is to be used or where such Wordings Provider has given its express written consent to the proposed use of such policy wording.
7. OWNERSHIP, COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS
7.1 The User shall not acquire any rights in or to the Repository or the System (or any part of either) under this Agreement. The User shall (and shall ensure that its Authorised Users shall) use the Repository, the System, the Core Wordings and the Restricted Use Wordings for lawful purposes only and solely in accordance with this Agreement and in accordance with all applicable laws and regulations.
7.2 The content of the Repository is made available to the User and Authorised Users under licence and/or sub-licence from the Wordings Providers. The User acknowledges that the copyright in:
7.2.1 any Core Wording is the property of the named Wordings Provider or its licensors (or if none, the LMA or its licensors); and
7.2.2 any Restricted Use Wording is the property of the named Sponsor or its licensors.
7.3 The System is made available to the User and Authorised Users under licence and/or sub-licence from the System Providers. The User acknowledges that the Intellectual Property Rights in the System are the property of the System Providers and/or their licensors.
7.4 The User acknowledges that all other Intellectual Property Rights in the Repository are the property of ISO and/or its licensors.
8. CONFIDENTIALITY
Each of the parties shall treat information received from the other relating to this Agreement as confidential and shall not disclose it to any other person not entitled to receive such information except as may be necessary to fulfil their respective obligations under this Agreement or except as may be required by law.
9. DATA PROTECTION
9.1 ISO may use each Authorised User's personal information to:
9.1.1 carry out its obligations under this Agreement;
9.1.2 disclose information about the Authorised User to the User or any relevant regulator if they require it or to anyone else if ISO has a legal duty to do so;
9.1.3 help the Authorised User to use the Repository;
9.1.4 analyse and keep records of the Authorised User's use of the Repository; and
9.1.5 protect and secure the Repository.
9.2 ISO may disclose Authorised Users' information to its employees, agents, group companies and service providers (including the System Providers) for the purposes set out under clause 9.1 above. The User acknowledges that some of ISO's agents and service providers (including the System Providers) may need to export data and information outside the European Economic Area where the legal protections as to the use of personal data may not be as stringent.
9.3 The User is responsible for informing its Authorised Users that ISO will be processing their personal information for the purposes set out in this clause 9 and to ensure that they have consented to such processing prior to their first use of the Repository.
10. TERMINATION
10.1 Either party may terminate this Agreement:
10.1.1 by giving written notice to the other party not less than one month prior to the expiry of the Initial Term or Renewal Term (save that the User may give less than one month?s notice in the event that ISO has served notice to increase the annual licence fee within that month prior to expiry), with termination to take effect on expiry of such Initial Term or Renewal Term, as applicable;
10.1.2 immediately upon written notice to the other party if the other party (including in the case of the User, any Authorised User) commits any material or persistent breach of any of the provisions of this Agreement and, in the case of a breach which is capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
10.1.3 immediately upon written notice to the other party if the other party enters into and/or itself applies for and/or calls meetings of members and/or creditors with a view to one or more of a moratorium, administration, liquidation (of any kind, including provisional) or composition and/or arrangement (whether under deed or otherwise) with creditors and/or has any of its property subjected to one or more of the appointment of a receiver (of any kind), enforcement of security, distress or execution of a judgment or the other party is unable to pay its debts as they fall due or bankruptcy proceedings are instituted by or against the other party (in each case to include similar events under the laws of other countries); or
10.1.4 in accordance with clause 11 of these User Licence Terms.
10.2 Upon termination for any reason:
10.2.1 all licences and rights granted to the User under this Agreement will automatically terminate and neither the User nor any of its Authorised Users shall be authorised to access or use the Repository or the System (or any part of either);
10.2.2 ISO or its authorised agents shall disable the Authorised Users' access to the Repository;
10.2.3 the User shall continue to be licensed to use policy wordings that it or its Authorised Users downloaded from the Repository prior to termination for policies written by reference to such policy wordings prior to the date of termination of this Agreement; and
10.2.4 the User shall, at the sole and absolute discretion of ISO, return or destroy all ISO, Lloyd's or LMA property then in its and/or its Authorised Users' possession or control and shall certify to ISO in writing that this has been done.
10.3 In addition, ISO or its authorised agents may refuse the User and Authorised Users access to and use of the Repository if the User and/or any Authorised User breaches any provision of this Agreement.
10.4 The termination of this Agreement, for whatever cause, shall not affect any provision of this Agreement which is expressed or required to survive or operate in the event of the termination of this Agreement and shall not prejudice or affect the rights of either party against the other party in respect of any breach of this Agreement or in respect of any monies payable by either party to the other party in relation to any period prior to its termination.
11. FORCE MAJEURE
ISO shall not be liable to the User for delay or non-performance under this Agreement or for any loss or damage which may be suffered by the User due to any cause beyond ISO's reasonable control including, without limitation, any act of God, inclement weather, failure or shortage of power supplies, interruption to data hosting and/or transmission services, flood, drought, lightning or fire, the act or omission of Government or other competent authority, war, military operations, riot, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, outbreak of disease or law or governmental order (each a "Force Majeure Event"). Either party may terminate this Agreement if such Force Majeure Event continues and has continued for more than one month.
12. THIRD PARTY RIGHTS
The parties acknowledge that ISO enters into this Agreement for itself and for the benefit of the Wordings Providers and the System Providers. Any of the Wordings Providers and System Providers from time to time and any of ISO's other licensors may for their own benefit enforce in their own right clauses 2, 3.6, 5, 6, 7, 10, 12, 13 and 14 of these User Licence Terms subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. Notwithstanding the above, any term or terms of this Agreement may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated by agreement in writing between the parties or may be rescinded, in each case without the consent of any of the System Providers or Wordings Providers (other than ISO) or any of ISO?s other licensors. Except as provided in this clause 12, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement but this clause 12 does not affect a right or remedy of a third party which exists or is available apart from that Act.
13. GENERAL
13.1 This Agreement, as amended from time to time, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, arrangements, undertakings or proposals, whether written or oral, between the parties in relation to its subject matter. Each party acknowledges that it has not relied upon and shall have no remedy in respect of any statement, condition, representation or warranty other than as expressly set out in this Agreement, unless fraudulently made.
13.2 No amendment to, or waiver of, any provision of this Agreement shall be effective unless in writing and signed by authorised representatives of both parties. No waiver by either party of any breach of this Agreement by the other party shall be considered to be a waiver of any subsequent breach of the same or any other breach of this Agreement. If any provision of this Agreement, not being of a fundamental nature, is held by any competent authority to be invalid or unenforceable, in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.
13.3 Neither party shall assign, subcontract or otherwise transfer any of their obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, save that:
13.3.1 ISO shall be entitled to assign this Agreement to any company within its group or on the sale of all or a substantial part of its business without such consent; and
13.3.2 ISO may sub-contract all or any of its obligations under this Agreement without such consent, but shall remain responsible and liable for the performance of any such sub contracted obligations.
13.4 This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
14. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.

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