Welcome to the Instanda demonstration system (the “Demo System”) a new way to design, build and sell insurance products online.
You may not access the Software or Service if you or the Company is a direct competitor. Additionally, you or the Company may not access the Software or Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
1.1. "Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, all Services, data, drawings, benchmark tests, specifications, trade secrets, object code and source code of the Software, and any other proprietary information supplied to you by F2X, including all items defined as "confidential information" by F2X.
1.2. "Demonstration Period" shall mean the period of time which shall be no longer than thirty (30) days beginning on the date we provide access to the Demo Services via the Internet.
1.3. "Demo Services" means the provision of access via the Internet to the Demo System and associated services.
1.4 "Software" shall mean the Instanda system we make available for the Demo Services or otherwise distribute in object code form.
2.Limited Licence and Purpose of the Demo Services. The main objective of the Demo Services is to provide those who are considering using the Instanda system (the “system”) with a simple and reliable, but temporary, way to test its major features. By its nature, the Demo Service is a trial so although the Demo Services may permit you todesign, build and store rating information along with website content such as text, images, photos and documents (“content”), the Demo System is not intended to provide you with a permanent repository for such content, even during the limited duration of a trial Demo Account (a “Demo Account”).
2.1. Temporary Licence We will grant you a temporary, personal, non-transferable, limited and non-exclusive right to access and use the Demo Services during the Demonstration Period solely for the purpose of evaluating the suitability of the Instanda system for further use.
2.2. Licence use The license is granted solely to the registered user (Licensee), and not, by implication or otherwise, to any parent, subsidiary or affiliate of the Licensee. We reserve all rights not expressly granted to the Licensee. The Licensee shall not copy, distribute, reproduce, use or allow access to the Demo Services, except as explicitly permitted under this Agreement. Nor shall the Licensee modify, adapt, translate, or prepare derivative works from the Demo Services and, to the extent permitted by applicable law, shall not, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Demo Services.
3. Conditions of Use.
3.1 User Representations & Warranties. You are solely responsible for ensuring, and you represent, warrant and covenant to F2X, that at all times you have adequate rights to use your Demo services and content in the manner in which you actually use them, and the manner in which you actually permit others to use them; thus, every time you upload, download, copy, store, display, retrieve, modify, perform, distribute, share or otherwise use any content in connection with the Demo Services, or authorise others to do any of those things, you represent, warrant and covenant to F2X that you have the right to do so. In addition, you represent, warrant and covenant to F2X that you will not use any aspect of the Demo Services, including (without limitation) the Demo System, your content, any content shared with you, or any other aspect of the Demo Services: (a) for any purpose which is illegal or otherwise violates applicable national or international laws or regulations; (b) in a way that infringes, misappropriates or otherwise violates the privacy, copyright, patent, trade secret, trademark or other rights of F2X or any third party; (c) for any spamming, chain letters or other use that may disrupt any component of the Demo Services or the networks through which you access and use the Demo Services; (d) in violation of any regulation, policy or procedure of any network through which you access and use the Demo Services; (e) to access or attempt to access any Demo Account for which you have no access authorization, or duplicate, modify, distribute or display any of the data or files from any such Demo Account; or (f) to store, retrieve, transmit or view any content that contains any illegal images, materials or information, any harassing, libellous, abusive, threatening or harmful material of any kind or nature, any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable national or international law or regulation, any code or material that violates the intellectual property rights of others, or any viruses, worms, "Trojan horses" or any other similar contaminating or destructive features. You agree not to access (or attempt to access) or permit or encourage any third party to access (or attempt to access) any content or other aspect of the Demo Services by any means other than through a designated interface provided by F2X.
3.3Access Resources You are solely responsible for providing all equipment, services, connectivity and other resources necessary to access the Demo Services, including (without limitation) a compatible computer with access to the Internet and payment of all fees associated with such access. From time to time, without prior notice to you, the form and nature of the Demo Services may change as we implement innovations or other changes.
3.4 Licensee security You must ensure that all usernames and passwords required to access the Demo Service are kept secure and confidential. You must immediately notify F2X of any unauthorised use of your passwords or any other breach of security and F2X will reset your password and you must take all other actions that we reasonably deem necessary to maintain or enhance the security of the system.
4.2 The Licensee shall not disclose or use any Confidential Information except as expressly permitted under this Agreement. The Licensee shall hold all Confidential Information in confidence during the term of this Agreement and for a period of three (3) years after the termination of this Agreement. The Licensee shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents to third parties who are not subject in writing to the confidentiality obligations of this agreement.
5.Third Party Services. The Demo Services may include advertisements, links or other connections to third party websites and resources, including those which may offer fee-based products and services related to the system. You acknowledge and agree that F2X: (a) is not responsible for, and has no liability to you with respect to, the acts or omissions of such third parties, including (without limitation) any of the websites, products or services offered by those third parties; and (b) makes no representations or warranties concerning any of those third parties or their products or services.
6.Warranty Disclaimer; Limitation Of Liabilities.
6.1 We make no promises as to the continued availability or the functionality of the demo services. Use of the demo services is at your sole risk. To the extent permitted by applicable law, the demo services are provided on an “as is” and “as available” basis, without any warranties.
6.2 To the extent permitted by applicable law, we disclaim any and all promises, representations and warranties, express or implied, arising by law or otherwise, with respect to the demo services, including as to condition, the existence of any latent or patent defects, merchantability or fitness for any particular purpose, non-infringement, or any implied warranty of information content or system integration. Without limiting the generality of the foregoing, we make no promise, representation or warranty that: (a) access to the demo services will be timely, error, virus or interruption free, or completely secure; (b) content will not be lost, damaged or otherwise corrupted; or (c) the data or files on your computer may not be affected.
6.3 We will not be liable for the cost of replacing content, nor for any failure or delay in performance of the demo services. To the extent permitted by applicable law, neither we nor any of our affiliates or vendors or subcontractors will be liable for any direct, indirect, incidental, special or consequential damages (including, but not limited to, any loss of files or data, profit, revenue or business interruption), or other loss arising from your use of the demo services or the loss of content.
7.Indemnification. You agree to defend, indemnify and hold harmless F2X, its subcontractors and any related companies, along with their respective officers, directors, agents and employees (the “F2X Indemnities”), from any and all liabilities, claims and expenses, including (without limitation) reasonable legal fees, that arise from or relate to your use of the Demo Services, including (without limitation) breach of any condition of use or any violation, infringement or misappropriation of any third party right (intellectual property or otherwise). You are jointly liable for, and shall indemnify and hold the F2X Indemnities harmless from, any and all liabilities, claims and expenses, including (without limitation) reasonable legal fees, that arise from or relate to the use of the Demo Services by those persons to whom you have provided access to your account.
8.Term & Termination.
8.2. Upon the termination of this Agreement for any reason: (1) all licenses granted hereunder automatically revert to F2X and the Licensee will no longer have access to the Services; and (2) Licensee shall (a) return to F2X all Confidential Information, and all other material received from use of the Demo Services in the Licensee's possession or control.
9. Intellectual Property.
9.1 Reservation of Rights. Access to the Demo Services and the system does not transfer to you any ownership of, or intellectual property rights in, the Demo Services or the Instanda system, except to the extent of those non-exclusive license rights offered by the limited license.
9.2 Rights in Feedback. You can provide feedback to F2X at any time, in which case you agree that F2X may use the feedback in any way that it desires in its sole discretion, including (without limitation) by incorporating any feedback into the Demo Services and in advertising or other marketing or promotions that may attribute such feedback to you.
every time you log in to your Demo Account or use the Demo Services, but your
use of the Demo Services, including access to the Demo System, will at all times
any time, in our sole discretion, by posting the amended terms on the Demo
System and notifying you by email that you should review the revised Terms of
Use by checking the Demo System, or by notifying you when you next login to use
the Demo Services.
11 Breach If you breach any of these Terms or you or the Company become insolvent or goes into administration or has a receiver or manager appointed of any of its assets or if you become insolvent, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction then we may take any or all of the following actions, at our sole discretion; Terminate this Agreement and your use of the Services and the system, suspend for an indefinite period of time your use of the Demo Services and suspend or terminate access to all or any data.
12.3 Governing Law;. Any dispute arising from or relating to the performance or breach of this agreement shall be governed by and construed and enforced in accordance with the laws of the United Kingdom, without reference to conflicts of laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods.
12.6 Entire Agreement. This Agreement shall constitute the complete agreement between the parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement.