The following states the License Agreement that governs your use of this service. You acknowledge and accept this Agreement by proceeding to register for the ebixASP Subscription Service.
PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. CLICKING ON THE ACCEPT BUTTON BELOW INDICATES YOUR ACCEPTANCE OF THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD CLICK ON THE CANCEL BUTTON.
ebix.com, Inc ("ebix"), provides the service and any documentation (FAQs, bulletins, and online Help, etc) located on ebixASP.com and any modifications, updates, revisions, or enhancements received by you from ebix and licenses its use under the terms below.
1. Service Description
ebixASP.com is an online business management system designed for the insurance industry. ebix may expand or enhance the features available from time to time at its sole discretion. Some features may be considered part of the base ebixASP.com service while others may be utilized by you for an additional fee determined by ebix. You will be notified whenever a feature is considered an additional charge and what the fee may be.
2. Non-transferable license
You (LICENSEE) are granted a non-transferable license to use the Subscription Service (“ebixASP.com” or “ebixASP”) under the terms stated in this Agreement for personal use in your business or profession. This license is for each individual user within your organization accessing data within your database. You must license the use of this Subscription Service for each additional user accessing data within a single database or for each user accessing data within a different database. You are prohibited from assigning your rights or delegating your duties under this Agreement without the prior written consent of ebix The terms Subscription Service, ebixASP.com, ebixASP are synonymous and reference to any of them include the underlying software program, computer source code, look and feel, and the like.
2A. Term
The term of this Agreement is month-to-month. A 30 day notice to terminate this Agreement is required. See section entitled “Termination of User Agreement” for further information.
3. Your Data
Title and ownership of the data you enter into ebixASP.com remain with you, with the exception of personal information we capture for registration and billing purposes. ebix will produce regular backups of your data. Assuming all fees owed by you are current and have been paid, you may request that your Data be copied on to physical media (CD) and mailed to you so you can store at your place of business. Charges may apply for this service. This service (receiving Data on CD) will be available to you while you are actively using the ebixASP.com AND within the three months following the termination of this Agreement. After three months following the termination of this Agreement your Data will be destroyed and will not be available to you on physical media (CD).
4. Privacy & Security
ebix has taken reasonable actions, including encryption and firewalls, to ensure that your personal information is protected. However, you acknowledge that the Internet is an open system and ebix cannot and does not warrant or guarantee that third parties will not intercept personal information. You are solely responsible for maintaining the confidentiality of your corporate database ID and any user IDs and passwords for accessing your data, and agree that ebix will have no obligations with regard to the use by third parties of such IDs and passwords. You are entirely responsible for any and all activities which occur under your account and password. You agree to notify ebix immediately if you believe that the security of your account has been compromised. In order to protect the privacy of your data, should your corporate ID need to be changed for any reason, you will need to make a request in writing on company letterhead either by fax or mail. We will then contact you to verify the request, prior to providing a new corporate ID. You will be responsible for any fees associated with this change.
5. Server Availability and Scheduled Down Times
ebix will periodically schedule updates to the ebixASP.com site. These updates will usually take place outside normal business hours of 7:00AM – 5:00PM within your time zone. We will endeavor to notify your business via email when an update will occur and at what time. During the update process you may not be able to access your data. In the event a mission critical maintenance situation arises, ebix may be required to perform emergency maintenance at any time. During these scheduled and emergency maintenance periods, you may not be able to access your data. You agree to cooperate with ebix during the scheduled and emergency maintenance periods.
5A “No-Downtime” Guaranty
If the LICENSEE experiences a connection failure for thirty (30) contiguous minutes not caused by scheduled downtime or emergency maintenance periods as discussed in the Section entitled “Server Availability and Scheduled Down Times”, and if such connection failure is within the actual control of ebix to correct (“Connection Failure Event”), then ebix shall, at the LICENSEE’S request, if made within seven (7) days of such connection failure, credit the LICENSEE for one day of service. For each two-hour period of connection failure, the first of which includes the first 30 minutes as discussed above, the LICENSEE shall be entitled to a credit for an additional day of service, up to a credit of seven (7) days within a calendar month, provided that such request is made within seven (7) days of the connection failure. If the LICENSEE experiences three (3) non-consecutive Connection Failure Events within a calendar month, duly reported to ebix, the LICENSEE may terminate this Agreement immediately, pursuant to the terms of the Section entitled “Termination of User Agreement,” but without regard to the thirty (30) day cancellation notice requirement.
6. Termination of User Agreement
In addition to any other rights of the parties set forth herein, either you or ebix may cancel or terminate this User Agreement upon 30 days written notice via electronic mail or conventional mail, but you remain liable for all fees accrued up to the time of termination. ebix also reserves the right to restrict, suspend or terminate your access to ebixASP.com in whole or in part without notice and without liability, with respect to any breach or threatened breach of any portion of this User Agreement. If ebix terminates this User Agreement based on a breach of any portion of this User Agreement, ebix reserves the right to refuse to provide Subscription Services to you in the future. If the Agreement is terminated by ebix for reasons other than your breach of this Agreement, your data will be made available to you directly from ebix for up to ninety days after termination. Charges may apply.
7. Modifications to User Agreement and ebixASP.com
ebix reserves the right to modify this User Agreement, and the software or policies associated with ebixASP.com. Any modification is effective immediately upon posting to the Site or in writing to you. You may not assign, sell, distribute, lease, rent, or sublicense your right to use ebixASP.com or this license to any other person or organization. Your continued use of the ebixASP.com following any modification shall be conclusively deemed an acceptance of all such modification(s). ebix reserves the right to modify, suspend or discontinue ebixASP.com or any portion thereof at any time, including the availability of any functional area. ebix may also impose limits on certain features and services or restrict your access to parts without notice or liability. You may not sell, distribute, lease, rent, sublicense, or otherwise offer access to or use of ebixASP.com to third parties. You may not reverse-engineer, disassemble, or decompile ebixASP.com or otherwise attempt to discover the source code or structural framework.
8. Support
ebix provides live online help during normal business hours of 8:00AM – 5:00PM in your time zone. Phone support is also available. Additional fees may be charged for this service and may be outlined in a separate support agreement. The use of ebixASP.com by a business whose principal place of business is outside of the United States will not be supported.
9. Recommended Environment
This Subscription Service has been designed to work optimally in the environment documented within the system requirements which may be accessed at www.ebixASP.com. Any defects, inconsistencies, or issues arising out of operating outside the parameters set forth is not the responsibility for ebix to rectify.
10. Charges/Fees
Certain services within ebixASP.com are available only through a monthly fee or individual transaction fee associated with the described service.
| a. | You agree to pay, using a valid credit card or check which ebix accepts, the fees set forth on the Site, applicable taxes, and other charges incurred on your account in order to utilize ebixASP.com and access your data. ebix reserves the right to change fees, or to institute new fees at any time, upon reasonable notice posted in advance on this site or in writing to you. ebix will automatically charge your account on a monthly basis for any fees according to the terms set forth on this Agreement. In the event ebix cannot charge your account or collect said fees, ebix reserves the right to terminate your access to ebixASP.com. Fees will be charged on a monthly basis, unless otherwise stated in this Agreement or any addendum. No refunds or credit will be granted for cancellations that occur after fees have been billed. ebix reserves the right to send you a pre-billing e-mail notification alerting you of the upcoming billing cycle; however, the pre billing e-mail notification is not a requirement of this License Agreement. |
| b. | In addition to the charges set forth above, you are responsible for all expenses and charges associated with accessing the World Wide Web and connecting to ebixASP.com, any service fees associated with such access and connection, and for providing all equipment necessary for you to make such connection, including, without limitation, computer and modem. |
| c. | For purposes of identification and billing, you agree to provide ebix with accurate, current and complete information required by the site registration, including, without limitation, your legal name, address, telephone number(s), email address, and applicable payment data as requested and to maintain and update this information to keep it accurate, current and complete. Failure to provide and maintain accurate, current and complete information may, at ebix’s option, result in immediate suspension or termination of your right to use ebixASP.com. |
| d. | If at some point you opt to cancel the service, you notify us in writing at least 30 days prior your requested cancellation date. See section entitled “Termination of User Agreement” for further information. |
| e. | All charges are exclusive of any state or local sales, use or similar taxes. If any such taxes are applicable, they will be billed accordingly. |
11. Indemnification
You hereby agree to indemnify, defend, and hold harmless ebix.com, Inc. from and against any and all claims, proceedings, damages, liability, and costs (including reasonable attorney fees) incurred by ebix in connection with any claim arising out of (i) any breach or alleged breach of any of your obligations set forth herein, or (ii) any acts by you or materials or information posted or transmitted by you in connection with the ebixASP.com regardless of the type or nature of the claim. You shall cooperate as fully as reasonably required in the defense of any claim. ebix reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of ebix.
11A. Choice of Law, Personal Jurisdiction and Forum Selection
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its conflict of law principles. LICENSEE submits to the personal jurisdiction of the courts located in the State of Illinois. Any action brought hereunder shall be brought exclusively in a State or Federal court located in Cook County, Illinois. The parties agree that a material portion of the duties and obligations contemplated by this Agreement shall take place in the State of Illinois.
12. Disclaimer of Warranty and Limitation of Liability
LICENSEE recognizes that ebixASP.com may have defects or deficiencies that may or may not be known by ebix, and may or may not be corrected by ebix and that EBIX PROVIDES THE SUBSCRIPTION SERVICE, EBIXASP.COM, ON AN “AS IS” BASIS, WITHOUT A WARRANTY OF ANY KIND. EBIX MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. EBIX DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, TITLE, SECURITY, ACCURACY, AVAILABILITY OR UNINTERRUPTED ACCESS. THIS DISCLAIMER APPLIES TO ANY AND ALL EXPENSES, DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR OR OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, OR ANY THEFT, DESCRUCTION, OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY RECORD OR DATA, WHETHER FOR BREACH OF CONTRACT OR FOR ANY OTHER CAUSE OF ACTION. FURTHER, EBIX DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICE IS FREE FROM BUGS, INTERRUPTION, ERRORS, OR OTHER PROGRAM LIMITATIONS.
IN NO EVENT SHALL EBIX’S LIABILITY TO YOU FOR DAMAGES HEREUNDER, AND FOR ANY CAUSE OR CAUSES OF ACTION WHATSOEVER, EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE SUBSCRIPTION SERVICE DURING THE PROCEEDING SIX MONTHS. IN NO EVENT SHALL EBIX OR ANY RELATED PARTY BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF USE, OR INABILITY TO USE, THE SUBSCRIPTION SERVICE, EVEN IF EBIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, EBIX WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING USE OF THIRD PARTY SOFTWARE IN CONNECTION WITH THE PROGRAM (I.E., MICROSOFT INTERNET EXPLORER), WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, WORK STOPPAGE, INTERNET OR COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION WILL NOT APPLY IN THOSE STATES.
13. MISCELLANEOUS
| (a) | If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. |
| (b) | A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach hereof. The failure of either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. |
| (c) | LICENSEE may not assign or otherwise transfer any rights under this Agreement without the prior written consent of ebix. |
| (d) | This Agreement shall not be governed by the United Nations Convention for the International Sale of Goods. |
| (e) | The controlling language of this Agreement is English. |
| (f) | The Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. |
| (g) | Neither party shall be in default or be liable for or deemed in default for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control. |
| (h) | The relationship between ebix and LICENSEE is that of independent contractors and neither LICENSEE nor its agents or Approved Users shall have any authority to bind ebix in any way. |
| (i) | The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning. |
| (j) | The provisions of this Agreement which require or contemplate performance after expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination. |
| (k) | This Agreement supersedes all prior agreements and understandings and sets forth the entire agreement between the parties regarding the subject matter. |
| (l) | All modification to this Agreement must be in writing and signed by both parties. |
14. Licensee Outside the U.S.
If LICENSEE is located outside the U.S. then the provisions of this Section shall apply.
| (i) | Les parties aux presentes confirment leur volonte que cette convention de mime que tous les documents y compris tout avis qui s’y rattache, soient rediges en langue anglaise. |
| (ii) | LICENSEE is responsible for complying with any local laws in its jurisdiction which might impact its right to import, export or use the Program, and LICENSEE represents that it has complied with any regulations or registration procedures required by applicable law to make this Agreement (license) enforceable. |
15. Copyright and Trademark Notices, Ownership, and Protection of Intellectual Property
ebix.com – The Electronic Brokers & Insurers eXpress”; “ebixASP”; “ebixASP.com” and “ebix” are trademarks of ebix.com, Inc. and may only be used to denote products produced by ebix.com, Inc.. Any other product and company names mentioned herein may be trademarks and/or service marks of their respective owners. Elements of ebixASP.com website are protected by trade dress and other laws and may not be copied or imitated in whole or in part without the express written permission of ebix.
Title, ownership and intellectual property rights in all Program material and all related rights are protected by the intellectual property or copyright laws of the United States and international copyright treaties and shall at all times, and throughout the world, remain the property of ebix or its suppliers exclusively. ebix reserves the exclusive copyright and all other rights, title and interest to distribute the Program material. You hereby assign to us all copyrights and other proprietary rights in and to any derivative work of the Subscription Service that you create in violation of this Agreement.
ebix holds the technology used in the Subscription Service as a trade secret, and you shall maintain any information learned about that technology as a trade secret and shall not disclose such information or permit such information to be disclosed to any person or entity, however, this does not restrict you in training your employees in the ordinary use of the Subscription Service.
This Section shall survive any termination of this Agreement. Other sections may also survive. See Section entitled “Miscellaneous” for further information.
16. Notices
Except as otherwise provided herein, all notices and other communications under this Agreement shall be in writing, including those published online on the Subscription Service. Notices shall be deemed to have been properly given on the date deposited in the U.S. Mail, if mailed, on the date first made available, if published online, or on the date received, if delivered in any other manner. If no response to an e-mail notice is received within two business days, the notice should be sent by other means with a copy of the e-mail notice attached. In such case, notice shall be deemed to have occurred the business day following the date of the e-mail, if the e-mail had been sent to the proper e-mail address.
Notices to ebix should be sent to: (if by e-mail): billing@ebix.com; (if by U.S. Mail or by delivery: ebix.com, Inc., 1900 East Golf Road, Suite 1200, Schaumburg, IL 60173
