DOVETAIL USER ACCESS TERMS

 

Binding Agreement

 

Please carefully read these User Access Terms (the "Access Terms") which govern your or your company’s (“you”) use of, and access to, this insurance exchange or platform and any and all content, software, data, information and materials contained therein or accessible through this exchange or platform (collectively, the "Platform").

 

BY USING THIS PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THESE ACCESS TERMS, AND AGREE TO BE BOUND BY ALL OF THEM, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME BY DOVETAIL INSURANCE CORPORATION, (collectively, "Dovetail," "we," "us" or "our") IN ACCORDANCE WITH THESE ACCESS TERMS.

 

Except as otherwise expressly authorized by us in writing, this Platform is strictly intended for access and use only by authorized users, including brokers and agents, or other authorized licensees (collectively, the “Authorized Users”).  

 

Do not access or use this Platform unless you are an Authorized User.  By doing so, you represent and warrant that you are an Authorized User and are not prohibited from accessing the Platform by U.S. or other applicable law or agreement.

 

Intellectual Property Rights, Use

 

You acknowledge that this Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform under these Access Terms, or any other rights to the Platform other than to use the Platform other than as specified under these Access Terms, subject to all terms, conditions, and restrictions. Dovetail and its licensors reserve and shall retain their entire right, title, and interest in and to the Platform and all intellectual property rights arising out of or relating to the Software, subject to the rights expressly granted to you in these Access Terms.  All title and ownership rights in and to this Platform (including but not limited to any images, photographs, video, audio, or text embedded in this Platform), the intellectual property embodied in the Platform, and any trademarks or service marks of Dovetail that are used in connection with the Platform are and shall at all times remain exclusively owned by Dovetail and its licensors.  All intellectual property rights in and to all content included on this Platform, such as text, graphics, logos, button icons, images, audio clips, photographs, illustrations, digital downloads, data compilations and software, and the compilation (including the collection, selection, assembly and arrangement) of such materials is the property of Dovetail or its licensors or content suppliers, and are protected by copyright, trademark and other laws in the United States and other jurisdictions.

 

You agree not to:

 

 

  • license, sublicense, rent, lease, lend, host, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform (or any part of them) in any way;

 

  • modify, alter, tamper with or make derivative works based upon the Platform;

 

  • reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Platform or access the Platform; copy or reproduce all or any part of the Platform except as expressly permitted in these Access Terms;

 

  • remove any titles or trademarks, copyrights or restricted rights notices in the Platform;

 

  • upload or distribute files that contain viruses, malicious files or other harmful code or any other similar software or programs that may access or damage the operation of the Platform or another’s computer or other devices;

 

  • interfere with or disrupt the Platform, the data contained in the Platform or networks connected to the Platform;

 

  • send or store any obscene, unlawful, defamatory, harassing, or content that otherwise could reasonably create liability for Dovetail, its affiliates or subcontractors similar to the foregoing, through the Platform;

 

  • attempt to gain unauthorized access to the Platform or its related systems or networks; or

 

  • access or use the Platform (i) in a way intended to avoid incurring fees or exceeding usage limited or quotas; (ii) for timesharing, outsourcing, utility or service bureau purposes or otherwise for the benefit of a third party; (iii) in any way that is prohibited by these Access Terms or by law, governmental order or decree or that violates the rights of others; (iv) to try to gain unauthorized access to or disrupt any service, device, data, account or network; (v) to spam or distribute malware; (vi) in a way that could harm the Platform (or any other cloud services provided through a cloud vendor's platform) or impair anyone else’s use of them; (vii) in any application or situation where failure of the Platform could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage; (viii) in any manner inconsistent with, or that would cause Dovetail to breach, any agreements in respect of a cloud vendor service; or (ix) to make all or any part of the Platform available to any third party.

 

 

Materials

 

The materials contained in or available through this Platform include items that are proprietary and include our trade secrets that are not authorized for general distribution and that have substantial value due to their contents and secrecy (the “Materials”).  In addition to the restrictions set forth in other agreements, you agree to:

 

(a)                Maintain the security and confidentiality of the Materials using at least the same standards and safeguards that you use to maintain the confidentiality of your/your employer’s/your principal’s own proprietary information and trade secrets, but in no case less than reasonable standards;

 

(b)          Comply with all laws applicable to its use of the Platform including, without limitation, any applicable data privacy laws and comply, in all material respects, with all regulations, policies and procedures of networks connected to the Platform;

 

(c)               Notify Dovetail at RISPrivacy@marsh.com immediately upon discovery or suspicion of any compromise of the confidentiality or integrity of the any Materials or this Platform or any use of the Materials or this Platform in violation of these Access Terms; and

 

(d)                Not disclose the Materials or any information contained therein to any third parties, including without limitation, any employees or other agents, except as specifically authorized by Dovetail in writing.

 

 

 

Use of Information

 

You have authority to act on the behalf of your clients including, without limitation, entering client information into the Platform.  Dovetail may, directly or indirectly through the services of others, collect and store information regarding use of the Platform and about equipment on which the Platform is installed or through which it otherwise is accessed and used.  In each case, you consent to Dovetail’s (and its affiliates and subcontractors) use of such information in the course of its business.

 

Indemnification

 

You agree to indemnify, hold harmless, and defend Dovetail and its licensors from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from (i) your use of the Platform in in violation of these Access Terms, or (ii) your unauthorized modification of the Platform.

 

Accounts and Passwords

 

Your account on or for the use of this Platform and service will collectively be referred to as the “Account.”  You will or have been be assigned or asked to choose a username and password or access code for each Account or for use of this Platform (each, a “Password”).  You shall not share your Password or disclose Passwords to any third parties; provided however, that you may disclose the Passwords to authorized network administrators. You acknowledge and agree that:  (a) you shall be solely liable and responsible for all activities that occur under any of your Accounts or Passwords, regardless of whether or not your employer or principal has given you authorization to allow others to access any of your Accounts or use any of your Passwords; (b) Dovetail shall not be responsible for your failure to comply with these terms and conditions or any loss or damage arising out of, or related to, use of your Accounts or Passwords by you or anyone other than Dovetail; and (c) Dovetail and/or your employer/principal shall have the right, in its/their sole discretion, to terminate your use of any Password or Account, and to restrict access to any Account.

 

Termination and Suspension

 

The license to use this Platform shall become effective on the date you first accept these terms by accessing this Platform by clicking “ACCEPT” below, and shall remain in effect until the license granted to Dovetail’s authorized licensees expires or earlier terminates.  Dovetail and our authorized licensee(s) shall also have the right to immediately terminate your access to this Platform if you breach any provision of these Access Terms.  Upon such termination, you shall:  (i) not have any right to use the Platform and any content thereof, and (ii) discontinue providing access to and remove all links to the Platform.  Dovetail may at any time suspend your use of this Platform if Dovetail reasonably and in good faith believes you are in violation of these Access Terms or any applicable laws and/or regulations.  Your acknowledge and agree that the Platform may contain disabling code which shall permit Dovetail to terminate and or suspend your access and/or use of the Platform in accordance with Dovetail’ rights pursuant to these Access Terms.  Dovetail reserves the right to discontinue any component of this Platform, whether offered as a standalone product or solely as a component, at any time.  

 

Disclaimer

 

YOU ACKNOWLEDGE AND AGREE THAT THIS PLATFORM IS PROVIDED BY DOVETAIL ON AN "AS IS" AND "AS AVAILABLE" BASIS.  DOVETAIL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE PLATFORM TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, DOVETAIL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. 

 

DOVETAIL AND ITS MANAGERS, MEMBERS, EMPLOYEES, AGENTS AND/OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF DOVETAIL OR ANY OF ITS AGENTS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, ARISING FROM OR IN ANY WAY CONNECTED WITH THE USE OR RELIANCE ON THE PLATFORM, OR WITH THE DELAY OR INABILITY TO USE THE PLATFORM, INCLUDING, BUT NOT LIMITED TO DIRECT, GENERAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION.  THE PARTIES AGREE THAT THIS LIMITATION OF REMEDIES AND DAMAGES PROVISION SHALL BE ENFORCED INDEPENDENTLY OF AND SHALL SURVIVE THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU TO THE EXTENT OF SUCH EXCLUSIONS. 

 

Waiver

 

Our failure to exercise or enforce any right or provision of these Access Terms shall not constitute a waiver of such right or provision. 

 

Assignment

 

You may not assign, sublicense, subcontract, or otherwise transfer these Access Terms, or any rights or obligations under it, without Dovetail’s prior written consent.

 

Severability

 

It is the intent of the parties that the provisions of these Access Terms shall be enforced to the fullest extent permitted by applicable law.  To the extent that the terms set forth in these Access Terms or any word, phrase, clause or sentence is found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified or deleted in such manner so as to afford the party for whose benefit it was intended the fullest benefit commensurate with making these Access Terms , as modified, enforceable, and the balance of these Access Terms shall not be affected thereby, the balance being construed as severable and independent.

 

Export Regulations

 

You expressly agree not to export or reexport the Platform to any country, person, entity or end user subject to U.S. export restrictions. You specifically agree not to export, reexport, or transfer the Platform to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country, or to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied your export privileges.

 

Force Majeure

 

Dovetail shall not be deemed in default of these Access Terms if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, denial of service attacks, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of Dovetail.

 

Survival

 

Any provisions of these Access Terms containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of these Access Terms which, by its nature, is intended to survive shall remain in effect following any termination or expiration of these Access Terms.

 

Changes to Access Terms

 

Dovetail may revise, modify or amend these Access Terms at any time. Any such revision, modification or amendment shall be effective immediately upon either posting it to the Platform or otherwise notifying you. 

 

Governing Law

 

These Access Terms shall be governed by and construed in accordance with the laws of the State and County of New York without regard to the conflicts of laws provisions thereof.  The sole jurisdiction and venue for actions related to the subject matter of these Access Terms shall be the state and federal courts located in New York, New York.  Each party, on behalf of itself and its affiliates, to the fullest extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to these Access Terms or any services provided by Dovetail or its affiliates.  The waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise.  Each party, on behalf of itself and its affiliates, also agrees not to include any employee, officer or director of the other party or its affiliates as a party in any such action or proceeding.

 

BY CLICKING THE BUTTON MARKED [I ACCEPT] OR BY ANY OTHER ACT ON YOUR PART TO USE THE PLATFORM IN ANY WAY, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY ALL OF THE ACCESS TERMS.

 

IF YOU DO NOT UNDERSTAND THE TERMS OF USE OR DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS OF USE OR ADDITIONAL TERMS, CLICK ON THE BUTTON MARKED [I DO NOT ACCEPT].