This Site Use Agreement governs the use of the Business to Business Lender Portal website (the "Site") made available by American Family Mutual Insurance Company, S.I. and its insurance company affiliates, including Homesite Insurance Group, The General Insurance Companies and CONNECT, powered by American Family Insurance ("AmFam"). As consideration for access to the Site, You on behalf of yourself and the Company hereby agree to the terms and conditions of this Site Use Agreement.

1. The Site
The Site is a secured on-line information program, which allows the Company access to certain business information relating to Company's business account and AmFam's customer ("Company Business Purpose"), as well as other information pertaining to Company's relationship with AmFam. In order to be granted access to the Site, You on behalf of Yourself and Company must accept the terms and conditions of this Site Use Agreement by checking the box labeled "I accept the Terms of Site Use" on the log-in screen of the Site ("Acceptance"). Acceptance or any other form of electronic signature shall be considered an electronic signature under 15 USC 7001, and submitting this Site Use Agreement via this Site or the Internet to AmFam is the legal equivalent of submitting an executed document by hand. Acceptance by You as set forth below manifests the desire and intent to enter into a binding contract under the terms described herein.
2. Site Rights and Restrictions
Subject to the terms and conditions of this Site Use Agreement, neither You nor the Company have ownership rights in the Site, but have a non-transferable, limited license to access the Site solely for business purposes, and to use, download, and copy account information solely to facilitate Company's Business Purpose with AmFam. AmFam may revoke access to the Site at any time or modify this Site Use Agreement in its sole discretion. The sharing of User IDs and Passwords is prohibited. Accordingly, AmFam reserves its right to audit Your use of assigned user IDs and passwords at any time.
3. Confidentiality
The Site contains proprietary and confidential information of AmFam and You agree on behalf of Yourself and Company to maintain the confidentiality of the Site. No third party shall be permitted or allowed access to the Site and all account information shall be used strictly for Company Business Purposes. Any proprietary or confidential information contained on the Site shall only be used to facilitate the Company Business Purpose to which this Site Use Agreement directly relates. No rights are granted to publish, display, disclose, modify, distribute, or create derivative works based on the Site or any part thereof. Neither You nor the Company shall reverse engineer, decompile, translate, adapt, or disassemble the Site or any part of the Site. No proprietary notices or information shall be removed from the Site. To the extent not inconsistent herewith, You and the Company agree to abide by the provisions of the attached Non-Disclosure Agreement which is incorporated herein.
4. Company Information; Consent
Company agrees to provide current and accurate information to AmFam for the Site, and that Company will utilize the Site to promptly revise any out-of-date or inaccurate information. Company's failure to do so may result in the denial of future access to the Site. Company further acknowledges that its failure to enter accurate information via the Site could result in delay, misrouting, or failure of payment for Company. Company warrants that has obtained all necessary consents as required by any privacy law (including, but not limited to the Gramm-Leach-Bliley Act) or other applicable laws in order for Company to request, receive, share or process personal information of individuals in connection with Company's use of the Site. Company releases and shall hold AmFam, its subsidiaries, affiliates, and each of its and their directors, officers and employees harmless from any and all liability, damages, losses or expenses, including reasonably attorneys fees, resulting from or arising out of Company's failure to update any information and/or Company's failure to obtain any necessary consents from individuals as set forth in this paragraph 4.
5. No Warranty
Company acknowledges that the Site is provided for AmFam's convenience only. Company's use of the Site is provided on an "as is" and "as available" basis. To the full extent permitted under applicable law, AmFam disclaims all warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose and non-infringement. AmFam does not warrant that the Site will meet any requirements or needs Company may have, or that the Site will operate error free or in an uninterrupted fashion. AmFam further does not warrant that any defects or errors in the Site will be corrected.
6. Limitation of Liability and Indemnity
In no event will AmFam, its subsidiaries, affiliates, and each of its and their directors, officers or employees be liable to Company or any third party for any incidental or consequential damages (including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, lost profits, business interruption, misuse of password(s) by any third party, employee, or former employee, or loss of business information) arising out of the use or inability to use the Site or any changes Company makes to Company's account information, or any claim by any other party, even if AmFam has been advised of the possibility of such damages. Company agrees to indemnify, defend and hold harmless AmFam, its subsidiaries, affiliates, and each of its and their officers, directors, employees and agents, from and against all claims, demands, liabilities, damages, losses or expenses, including attorney's fees and costs, arising out of related to Company's improper access to or use of the Site, or any violation by Company of the terms set forth in this Site Use Agreement.
7. Termination
This Site Use Agreement will immediately and automatically terminate without notice if You or Company fail to comply with any term or condition or if Company's account is terminated, or for any other reason at AmFam's sole discretion. Upon such termination, Company's password will no longer be valid and Company shall no longer have the right to use or access the Site. All provisions relating to indemnification, confidentiality, ownership rights, and non-disclosure shall survive the termination of this Site Use Agreement.
8. Dispute Resolution; Choice of Law and Forum
This Site Use Agreement shall be construed and governed in accordance with the laws of the State of Wisconsin, without regard to conflict of laws principles. The parties agree that a court of competent jurisdiction located in Dane County, Wisconsin shall have exclusive jurisdiction to hear and determine any claims or disputes between the parties arising out of or related to this Site Use Agreement. The parties expressly submit and consent in advance to such jurisdiction in any action or suit commenced in such court, and each party hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue or forum non-convenience. IN ANY SUCH PROCEEDINGS, EACH OF THE PARTIES HEREBY KNOWINGLY AND WILLINGLY WAIVES AND SURRENDERS SUCH PARTY'S RIGHT TO TRIAL BY JURY AND AGREES THAT SUCH LITIGATION SHALL BE TRIED TO A JUDGE SITTING ALONE AS THE TRIER OF BOTH FACT AND LAW, IN A BENCH TRIAL, WITHOUT A JURY.
9. Entire Agreement
This Site Use Agreement, together with all exhibits, schedules, and attachments hereto as applicable, and any amendment thereto constitutes the entire agreement between the parties with respect to the subject matter hereof. AmFam may modify this Site Use Agreement at any time without notice to Company and any such modification shall be immediately binding upon Company. If any part of this Site Use Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Site Use Agreement shall be interpreted so as to reasonably effect the intention of the parties.
This AGREEMENT is effective contemporaneously with the attached Site Use Agreement between Company, its users and American Family Mutual Insurance Company, S.I. and its affiliates ("AmFam"). AmFam and Company shall be individually referred to as "Party" and collectively referred to as the "Parties" in this Agreement.
WHEREAS, Company is engaged in the business of servicing products ("Collateral") for AmFam insureds;
WHEREAS, AmFam and Company desire to service the Collateral.
WHEREAS, in consideration of servicing the Collateral, the Parties desire to share certain proprietary and confidential information.
WHEREAS, the Parties desire to express the terms under which the Parties will disclose proprietary and confidential information pursuant to the Site Use Agreement.
NOW, THEREFORE, in consideration of these premises, the parties agree as follows
  1. All documents, materials and information disclosed between the Parties shall be deemed "Confidential Information". Confidential Information shall not include any document, materials or information that is:
  2. Receiving Party will hold all Confidential Information in trust and confidence for disclosing Party and, except as provided in written authorization from disclosing Party, receiving Party will not disclose any Confidential Information to any third party. Receiving Party will use Confidential Information only for the evaluation of the Proposal and will not photocopy or otherwise duplicate any Confidential Information without the prior written authorization of disclosing Party. Confidential Information will at all times remain the sole property of disclosing Party and receiving Party will return all Confidential Information to disclosing Party immediately upon request.
  3. Receiving Party will protect Confidential Information by using the same degree of care, but no less than reasonable care, as receiving Party uses to protect its own Confidential Information from unauthorized use, dissemination or publication. Receiving Party shall limit its internal disclosure of Confidential Information to only those employees who have a need to know.
  4. Failure to comply with the requirements of the Agreement will be grounds for terminating the business relationship between the Parties.
  5. The obligations under this Agreement shall survive the termination of the business relationship between the Parties.
  6. Disclosure of any Confidential Information under this Agreement shall not be construed as granting, directly or by implication, any license under any United States or foreign patent, patent application or copyright, or any other intellectual proprietary rights; nor shall this Agreement be construed as creating any agency or partnership relationship between the Parties.
  7. The Parties agree that any Confidential Information disclosed prior to the execution of this Agreement was intended to be and shall be subject to the terms and conditions of this Agreement.
  8. This Agreement supersedes all prior agreements, understandings, representations and statements, whether oral or written, between the Parties relating to the subject matter of this Agreement. The terms of this Agreement may not be changed except by subsequent written agreement duly executed by the Parties.