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
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.
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
4. Company Information
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 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 such delay,
misrouting, or failure.
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.
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
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
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:
a. already public or becomes available to the public through no breach of this Agreement;
b. lawfully received without obligation of confidentiality from a third party who is free to disclose such Confidential Information;
c. independently developed by or on behalf of either Party; or
d. required to be disclosed by the disclosing Party to a governmental agency or a court having proper jurisdiction.
If such a requirement is made, disclosing Party shall immediately notify the other Party and cooperate with the other Party's efforts to protect the confidentiality of the Confidential Information.
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.
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.
Failure to comply with the requirements of the Agreement will be grounds for terminating the business relationship between the Parties.
The obligations under this Agreement shall survive the termination of the business relationship between the Parties.
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.
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.
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.