Terms of Use

Willis Communication Manager and/or Willis Benefits Manager

Disclaimer, Limited License and Terms of Use Agreement

As a condition to being granted access and use to Willis Communication Manager System and/or Willis Benefits Manager System (the "System") of Willis Americas Administration, Inc. ("Willis"), you hereby agree to use the System in accordance with the terms and conditions of this Disclaimer, Limited License and Terms of Use Agreement ("Agreement"). The Benefits Manager Services Agreement (BMS Agreement) entered into between Willis and you/your employer sets forth in greater detail the rights and obligations of the parties with regard to the Benefits Manager System. Any conflict between this Agreement and the BMS Agreement shall be resolved in favor of the BMS Agreement.

THE SYSTEM AND ITS RELATED SERVICES ARE PROVIDED TO YOU "AS IS" BY WILLIS WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WILLIS DOES NOT WARRANT THAT THE FUNCTIONING OF THE SYSTEM ARE OR WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SYSTEM OR THE SERVER THAT MAKES THE SYSTEM AVAILABLE ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WILLIS DOES NOT WARRANT THAT THE DATA ON THE SYSTEM IS COMPLETE OR ACCURATE. THE DATA IS OBTAINED DIRECTLY FROM CARRIERS, WITHOUT MODIFICATION BY WILLIS.

WILLIS IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT OR RELATING IN ANY WAY TO YOUR USE OF OR ACCESS TO THE SYSTEM OR SYSTEM-RELATED SERVICES INCLUDING THOSE ARISING FROM ANY SYSTEM MALFUNCTIONS OR INTERRUPTIONS, PROBLEMS WITH THE INTERNET OR WILLIS, THIRD PARTY ACTIONS, OR OTHER ELECTRONIC COMMUNICATION SYSTEMS PROBLEMS, DIFFICULTIES OR FAILURES. YOUR SOLE REMEDY FOR ANY OF THE FOREGOING IS TO CEASE USING THE SYSTEM OR SYSTEM-RELATED SERVICES.

Willis shall authorize your employees and agents to become users of the System only as is set out in the Terms of Use. Notwithstanding the foregoing, Willis shall not be liable to any such employee or agent or other person in respect of any cause of action arising out of or in relation to the System or its use, including (without limitation) any claim in negligence, breach of contract or in respect of any act or omission on Willis' part, except as expressly set forth in this Agreement and, in such event, only to you.

Upon the execution of this Agreement by both parties, Willis grants to you a limited, non-assignable and non-transferable license for you, and the employees and agents whom you designate to Willis and for whom you hereby undertake to be liable (you and such employees and agents, collectively, "Users"), to use the System under the terms and conditions contained in this Agreement.

You shall designate, and shall notify Willis immediately of the designation of a Systems Administrator(s), and specify if Systems Administrator(s) has the authority to designate additional Systems Administrators for you. The Systems Administrator shall be responsible for communicating with Willis regarding administrative aspects associated with use and operation of the System and for overseeing access to and use of the System by you and the other Users. You shall notify Willis immediately if the Systems Administrator is terminated for any reason and upon the designation of a successor Systems Administrator.

The System may be used only by such Users who are issued written authority by Willis, including a password for access to the System. Willis may withdraw its authorization of a User at any time and shall not be liable to Users, including you, for any loss which may be incurred as a consequence of such withdrawal. Passwords shall be updated at such intervals as Willis shall decide. Where the authorization of a User specifies a location from which access may be made, the User shall access the System only from that location.

Users are permitted to access the System only for the purpose of making proper and lawful use of the services and information comprised within the System. Access to the System for any other purpose shall result in immediate withdrawal of the User's authorization.

You undertake to have in place and to enforce guidelines and security procedures for limiting access to the System only to your authorized employees and agents who have a business need to access the System and the information contained therein for proper and lawful business purposes. Said procedures and guidelines must incorporate safeguards to protect against direct or indirect access to the System and the information contained therein by anyone who is not authorized. This provision shall survive the termination of this Agreement.

Users shall not copy, reproduce, disseminate, disclose or otherwise forward or distribute the information contained on the System, except with the prior written permission of Willis.

All information contained on the System shall be kept strictly confidential and shall not be disclosed to any third party without the prior written consent of Willis. No details of the System, nor information contained therein, shall be disclosed by Users to any third party without the prior written consent of Willis.

Through access to the System and the information contained therein, you and the other Users may obtain confidential or proprietary information of Willis or of a third party. If you or the other Users learn that you or they have obtained such information, you or they will promptly notify Willis and Willis will instruct you or them to either destroy said information or to return it to Willis. You agree not to use, and to cause the other Users not to use, in any way such information of Willis or a third party so accessed, and to cooperate with Willis in preventing the reoccurrence of such an access. You will instruct the other Users to comply with these obligations.

For purposes of this Agreement, "confidential or proprietary information" shall mean all information relating to matters such as trade secrets, research and development activities, books and records, customer lists, claims information, pricing information, know how, data, marketing plans, strategies, forecasts, new products, financial statements and information relating to customers not a party to this Agreement.

Users must comply with all relevant legislation pertaining to privacy, confidentiality and other issues relating to the use of the Internet and the System, in each country and state from which they access the System or which may have jurisdiction over your or the Users' use of the System. If access from any country or state would render the use or provision of the System unlawful (either on the part of the User or Willis) then such access must not be attempted.

The System is continually subject to development and improvement. Willis may make changes to the design of the System or to any of the services or content contained therein at any time without notice to the other Users or you.

Users will not hack against or inside the System or any other Willis computer application or system, inject any form of computer viral material or any other detrimental substance into the System or other Willis computer application or system, or perform other unauthorized activities against or inside the System or other Willis computer application or system.

Users shall not use Willis' name or logo ("Logo") without Willis' prior written approval.

Without prejudice to any other right or remedy contained in this Agreement or in any other contract with a User, Willis may terminate your and/or the other Users' access to the System immediately for breach of this Agreement or the BMS Agreement by you or any other User.

Either party may terminate this Agreement at any time for the party's convenience on 30 days written notice.

Willis' liability, if any, to you, any User or any third party claiming by or through you or any User for expenses, claims, losses and/or damages arising out of or in any way related to your use of the System or our performance or nonperformance of our obligations under this Agreement, whether arising by our negligence, breach of contract or otherwise and regardless of the form in which any legal or equitable action may be brought against us, shall not exceed the compensation paid to us during the twelve month period prior to events giving rise to the claim as specified in your agreement . In no event shall we be liable for any indirect, special, consequential or punitive damages or for any lost profits or other economic loss in connection with or arising out of services provided under this Agreement. Any action of any kind by you against us arising as a result of this Agreement must be commenced within one year from the date of which any right, claim, demand or cause of action shall first accrue.

Willis may amend the terms of this Agreement at any time and from time to time on giving not less than 30 days notice. Continued use of the System 30 days following the placement of a notice of amendment on the System site shall constitute acceptance of the amendment by you.

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without reference to internal principles of conflicts of law. The Parties hereby agree that any suit, action or other proceeding arising under or in connection with this Agreement may be brought in any court of competent jurisdiction in the State of Tennessee (federal or state court), and each Party hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action or other proceeding and waives its rights and agrees not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Should any provision of this Agreement be declared invalid or unenforceable by a court of competent jurisdiction, such decision will not affect the validity or enforceability of any of the other provisions of this Agreement, which other provisions will remain in full force and effect, and the application of such invalid or unenforceable provisions to persons or circumstances other than those as to which it is held invalid or unenforceable will be valid and be enforced to the fullest extent permitted by law.

This Agreement may not be assigned by you and any such attempted assignment is void.

No provision hereof shall be deemed waived except in writing executed by the waiving party.

The descriptive headings of this Agreement are intended for reference only and do not affect the construction or interpretation of this document.