MARSH CONNECT, MARSHMARKETINFO.COM, AND OTHER MARSH PORTAL
WEBSITE TERMS AND CONDITIONS OF USE
In order to gain access to www.MarshConnect.com , www.MarshMarketInfo.com and our other websites linked to these Website License Terms and Conditions of Use (the "Terms") (each, a "Site"), you must read and accept these Terms.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY CLICKING THE ACCEPT BUTTON, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU REPRESENT THAT YOU ARE A CLIENT OF MARSH OR AN AUTHORIZED REPRESENTATIVE OF A CLIENT OF MARSH AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH CLIENT AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MUST NOT USE THE THIS WEBSITE.
You may not access this Site if you are our direct competitor, except with our prior written consent. In addition, you may not access this Site for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
These terms were last updated on October 13, 2009.
"Marsh," "We," "Us" or "Our" means Marsh LLC or its subsidiaries, including the Marsh company(s) providing services to you, as applicable.
"Service" means this Site and any and all content, software, data, information and materials contained therein and transactions completed thereon.
"Third Party Content" means certain third party analysis, content, tools, features, materials, websites, services or advertisements which Marsh makes available on or through this Service, or to which Marsh links on any Site.
"Users" means individuals who are authorized by you to use the Service, and have been supplied user identifications and passwords by you (or by us at your request). Users may include but are not limited to your employees, consultants, contractors and other agents.
"You" or "Your" means the company or other legal entity which is our client and for which you are accepting these Terms, including our clients affiliates.
2. Binding Agreement.
3. Our Proprietary Rights. 3.1 As between Marsh and you, and subject to your right, title and interest in data you submit through this Service or otherwise provide or submit to Marsh, Marsh owns all right, title and interest in and to the Service, including all related intellectual property rights subsisting therein. Subject to the limited rights expressly granted hereunder, Marsh reserves all rights, title and interest in and to the Service, including all related intellectual property rights subsisting therein. We grant no rights to you hereunder other than as expressly set forth herein. This Service and all materials and information published thereon are protected by U.S. and foreign copyright and other intellectual property laws. You agree to protect the proprietary rights of Marsh and to comply with all reasonable written requests made by Marsh or its third party licensors to protect their and others rights in the Site and materials and content made available on or through the Service.
3.2 MARSH®, MARSHCONNECT™, MSURETY™ AND STARS™ and our other trademarks and service marks are the property of Marsh. Marshs trademarks and trade dress may not be used in any form without the prior written consent of Marsh, and any use shall be subject to Marshs then-current policies and requirements. All other trademarks, services marks, logos, designs and trade dress not owned by Marsh that appear on this Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Marsh.
4. License. 4.1 Subject to this Agreement, Marsh hereby grants you a non-exclusive, non-transferable license for your or your affiliates internal business purposes and in order to manage information regarding your business: (i) to access and use the Service; (ii) to access and use reports, materials or other content generated through or available on the Site; and (iii) reproduce or distribute solely within your organization or to your affiliates reports, materials or other content generated through or available on the Site. All rights not explicitly granted in this Agreement are reserved by Marsh. You may not use the Site in any manner inconsistent with this Agreement.
4.2 You shall not remove any copyright, patent, trademark or other proprietary or restrictive notice or legend contained in any of MarshConnect™, MarshMarketInfo.com™ and other Sites, and you shall reproduce all such notices and legends on all copies of documents, reports and other materials downloaded, printed or distributed from the Service which copies are permitted to be made hereunder.
5. Restrictions on Use. 5.1 Except as otherwise expressly provided in these Terms or on the Site, you may not download, modify, copy, reproduce, republish, post, resell, upload, transmit or distribute any materials or content, including without limitation any report generated through Marsh Market Information function (such as the Ratings by Layer report), or any portion thereof from or linked to the Service, except with the express written consent of Marsh or its third party licensors.
5.2 In addition, you agree not to:
(a) Use or access the Site for any purpose that is unlawful or prohibited by the Agreement or display, transmit or otherwise make available on or through the Service material that is infringing, threatening, harassing, libelous, hateful, racially or ethnically objectionable, unlawful, tortious, harmful to children, invasive of anothers privacy or violative of third party privacy rights;
(b) Reverse engineer, decompile, modify, or create derivative works from any software or materials accessible by or on the Service;
(c) Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Marsh without express written consent;
(d) Make any commercial or non-fair use of the copyrights, trademarks, logos, symbols, or any other mark, device, or commercial identifier of Marsh or any of our third party licensors without the express written consent of Marsh;
(e) Use or access the Site in a manner that could damage, disable, overburden, or impair any Marsh server or the networks connected to any Marsh server;
(f) Interfere with any third partys use and enjoyment of the Service;
(g) Attempt to gain unauthorized access to the Service, accounts, computer systems, or networks connected to any Marsh server through hacking, password mining, or any other means;
(h) Sublicense any license granted in or to materials on the Service (whether or not any of such acts are for commercial gain or advantage); or
(i) Access the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Services.
6. Your Responsibilities.
You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all content and data submitted to or published via the Service by you; (ii) comply with all applicable laws (including but not limited to export laws) in using the Service; and (iii) use the Service solely in accordance with any online user guides or instructions made available on or through the Site. You shall not disclose or share any ID(s) and password(s) used to access this Service. You are responsible for all activity that occurs under your ID(s) and password(s). You agree to monitor strictly your users use of the Services and enforce the Terms and Additional Terms in your organization. You agree to notify Marsh in writing promptly upon becoming aware of any unauthorized access or use of the Site by any party.
7. Documents; Your Instructions and Requests. 7.1 You may be able to use certain parts of the Service to create, store, or access documents, reports and other materials ("Materials"). You acknowledge and agree that when the Agreement terminates in accordance with these Terms your access to such Materials through the Service may terminate, and that following such expiration or termination Materials may be archived or deleted from the Service in accordance with our applicable records retention policy(ies). We do not guaranty the availability of Materials or any other content or materials on the Service, and you acknowledge and agree that Materials stored on or through this Site may be archived or deleted periodically in accordance our applicable record retention policy(ies). However, we make available features on the Service to allow you to download certain Materials to your own computers or servers at any time during the term of this Agreement.
7.2 You agree that if you use the Site to give instructions to Marsh or to request a service or document, Marsh shall not be deemed to have accepted such instructions or to have processed such requests until Marsh communicates acceptance to you or your organization.
8. Links And Third Party Information. 8.1 Third Party Content is not maintained or controlled by Marsh, and as a matter of policy, Marsh does not independently verify, prescreen or monitor any such Third Party Content. While we believe the Third Party Content is from reliable third party sources, we are not responsible for the availability, content, completeness, adequacy, utility or accuracy of such Third Party Content. Marsh does not make any endorsement, express or implied, of any Third Party Content.
8.2 Certain Third Party Content is subject to additional specific terms and conditions which can be found in Additional Terms and in applicable areas of the Site and websites linked to this Site. You acknowledge and agree that your use of such Third Party Content is subject to all these terms.
8.3 Service features that interoperate with Third Party Content depend on the continuing availability of such third party services and materials for use with the Service. If the third party providers of such services or materials cease to make the services or materials available on reasonable terms for the Services, we may cease providing such Service features.
9. Disclaimers and Limits of Liability. 9.1 The information contained in this Service provides only a general overview of subjects covered, is not intended to be taken as advice regarding any individual situation and should not be relied upon as such. Insureds should consult their insurance and legal advisors regarding specific coverage issues. All insurance coverage is subject to the terms, conditions, and exclusions of the applicable individual policies. Marsh cannot provide any assurance that insurance can be obtained for any particular client or for any particular risk, and, unless and to the extent otherwise expressly provided, the display of information on or through this Service should not be considered assurance that insurance can be or has been obtained for any particular client or for any particular risk. Marsh is not responsible for accuracy of any Third Party Content containing information or other materials concerning the financial condition or solvency of any insurers or reinsurers, or application of policy wordings of any insurers or reinsurers.
9.2 THE SERVICE AND THE INFORMATION AND CLIENT DATA ON THE SITE 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.
9.3 MARSH SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR LOST PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSSES AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE, SERVICES, OR ANY INFORMATION OR SERVICE ON A LINKED WEBSITE. Some jurisdictions do not allow the limitation or exclusion of certain implied warranties, liability, incidental or consequential damages, so certain provisions of this Agreement may not apply to you.
10. Indemnification. 10.1 We shall defend you against any claim, demand, suit, or proceeding (" Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorneys fees incurred by, you in connection with any such Claim; provided, that you (a) promptly give us written notice of the Claim; (b) give us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to us all reasonable assistance, at Our expense.
10.2 You shall defend us against any claim made or brought against us by a third party alleging that your use of the Services in violation of this Agreement, or the data or information you submit through the Service, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify us for any damages finally awarded against, and for reasonable attorneys fees incurred by, us in connection with any such Claim; provided, that we: (a) promptly give you written notice of the Claim; (b) give you sole control of the defense and settlement of the Claim (provided that you may not settle any Claim unless the settlement unconditionally release us of all liability); and (c) provide to you all reasonable assistance, at our expense.
10.3 This Section 10 (Mutual Indemnification) states the indemnifying partys sole liability to, and the indemnified partys exclusive remedy against, the other party for any type of Claim described in this Section.
11. Changes to Agreement.
Marsh reserves the right to make changes, modifications, amendments, and/or updates to this Service and the Agreement. When these changes are made, we will make a new copy of the Agreement available on this Site. Changes to the Agreement shall be effective when posted. You understand and agree that continued use of the Site after the Agreement has changed will be treated as your acceptance of the updated Agreement.
12. Term and Termination.
This Agreement commences on the date you accept it and continues until terminated in accordance with this paragraph. You may terminate your use of the Service without cause at any time upon written notice to us. We may terminate access to and use of the Service (a) at any time with or without cause, upon notice to you or (b) upon termination of your relationship with Marsh for any reason. Sections 3 (Proprietary Rights), 8 (Links and Third Party Content), 9 (Disclaimers and Limits of Liability), 10 (Indemnification), 14 (Governing Law) and 17 (Miscellaneous) shall survive any termination or expiration of this Agreement. We shall have no obligation to maintain or provide you a copy of any of your data in the Service following termination or expiration of this Agreement, unless otherwise specified in other applicable agreement between you and Marsh, or unless legally required to be retained. UPON TERMINATION OF YOUR ACCESS TO OR USE OF MATERIALS STORED IN THE SERVICE (such as a Ratings by Layer Chart on www.MarshMarketInfo.com) WILL NOT BE ACCESSIBLE THROUGH THE SERVICE.
13. Sanctions and Export Controls.
This license agreement is expressly made subject to any laws, regulations, orders or other restrictions which may be imposed by the Government of the United States of America on the transaction of business activities with certain countries or nationals or residents of certain countries. Services are not available through Marsh to any Restricted Entity (as defined below). You represent and warrant that neither you nor your organization is a Restricted Entity nor are you or your organization using the Services on behalf of or for the benefit of a Restricted Entity. "Restricted Entity" shall mean any individual or organization owned or controlled by, or acting as an agent for, any person or entity with whom a U.S. citizen, national, or company organized under the laws of or operating in the U.S. is prohibited from engaging in transactions by U.S. laws, including without limitation, a person on the Specially Designated Nationals List published by the U.S. Department of the Treasurys Office of Foreign Assets Control.
14. Governing Law.
This Agreement shall be governed by the laws of the State of New York, without reference to the principles of conflicts of laws thereof. You hereby irrevocably and unconditionally accept and agree to submit to the exclusive jurisdiction of any state or federal court in the State and County of New York to hear any dispute relating to this Agreement. You agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) and Uniform Computer Information Transactions Act (UCITA), as adopted by any state, are specifically excluded from application to this Agreement.
15. Agent For Notice Of Claimed Copyright Infringement.
Marsh respects the intellectual property rights of authors. To assist copyright owners, Marsh has appointed an agent to receive notifications of claims or allegations of copyright infringement regarding materials available or accessible on, through, or in connection with the Site. Any person authorized to act for a copyright owner may notify us of such claims by contacting us in writing at the following address:
General Counsel, Marsh
Attn: Copyright Agent
1166 Avenue of Americas
New York, NY 10036
16. Injunctive Relief.
You acknowledge and agree that any violation of the Agreement relating to the disclosure, use, copying, distribution, display or publishing of the content made available through the Service by us or by third party licensors, including any software licensed hereunder, may result in irreparable injury and damage to Marsh or its licensors that may not be adequately compensable in money damages, and for which Marsh will have no adequate remedy at law. You, therefore, consent and agree that Marsh may obtain injunctions, orders, or decrees as may be reasonably necessary to ensure compliance with this Agreement. You hereby waive any requirement of the posting of a bond that may apply for issuance of any injunctions, orders, or decrees.
We may assign our rights and obligations under this Agreement, without notice, to: (a) any affiliate of Marsh; or (b) any party or its affiliate acquiring all or substantially all of the assets or stock by merger or otherwise of Marsh or any affiliate of Marsh. This Agreement may not be assigned by you without our prior written consent. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.
Questions or comments regarding the Service or the Agreement should be directed to the Marsh client executive.