HazardHub Terms of Use

Introduction

This Contract applies to Guidewire HazardHub sites, apps, and other services that state that they are offered under this Contract (“Services”).  The Services also include the data (“Content”) provided by these Guidewire HazardHub sites.  This Agreement states the general terms and conditions by which Guidewire will deliver and You will receive any of the Services. The term “You” refers to the individual that registers for or uses the Service.  
When You use the Services provided pursuant to this website, You agree to all of these terms. You agree that by clicking “Sign Up for Access”, “Sign Up”, “Log In,” or similar, registering, accessing or using the Services, You are agreeing to enter into a legally binding contract with Guidewire Software, Inc. (“Guidewire’).  If You do not agree to this contract (“Contract” or “User Agreement”), do not click “Sign Up for Access” (or similar) and do not access or otherwise use any of the Services. If You wish to terminate this contract, at any time You can do so by closing your account and no longer accessing or using the Services.   
You are only permitted to use this Service on behalf of yourself as an individual and with respect to Your property.  For example, You are not permitted to use the Services on behalf of a company or organization and You are not permitted to use the Services with respect to properties not owned or rented by You.  You represent, warrant, and covenant that You are in compliance with and will comply with the requirements in this paragraph.

1. Definitions.
   “Content” means any content provided to You through the Services.
   “Customer Data” means the data that You submit to the Services.
   “Intended Use” means for Your internal use associated with property risk evaluation and determination. The Intended Use does not include, for example, any form of external commercial use, distribution, publishing, sublicensing, modifying, or creation of derivative works.
2. License and Use Rights. Subject to this Agreement, and in consideration of Your payment (if required), Guidewire grants to You a non-sub-licensable, nontransferable, non-exclusive, terminable, limited license to use the Services and the Content solely for the Intended Use for the Term of this Agreement. And for the Term of this Agreement and thereafter, You grant to Guidewire a worldwide, unlimited license to use Customer Data to provide the Services and Content to You and for Guidewire’s product development, analytics, and research.
3. Your Responsibilities. You will (a) be responsible for Your compliance with this Agreement, (b) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, (c) notify Guidewire promptly of any such unauthorized access or use, and (d) use Services and Content in accordance with any applicable laws and government regulations. You agree that Guidewire may make changes to the Services and Content over time for any reason.
4. Usage Restrictions. You will not: (a) make any Service or Content available for, or use any Service or Content for any purpose, industry, or beneficiary other than the Intended Use, (b) perform any reverse compiling, disassembling or reverse engineering of all or any portion of the Services and Content; (c) sell, resell, license, sublicense, distribute, disclose, rent, or lease any portion of the Service or Content (d) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (e) use the Services and Content in a manner that violates any federal, state, local or foreign law or regulation; (f) access any Service or Content in order to build or enhance a competitive product or service, (g) share credentials with another entity or attempt to access information or functionality outside of the expressly authorized Services modules or permissions; or (h) remove or obscure, any copyright, trademark, patent, or other notices appearing within the Content or Services including any visual or printed depictions of the same.
5. Term of Agreement and Termination. The term of this Agreement starts on the first day You access the Services.  Either party shall be entitled to terminate this Agreement at any time with 30 days’ written notice.  If the Services is not accessed by You for 365 consecutive days, this Agreement will automatically terminate. And Guidewire may immediately terminate this Agreement and Your access to the Services if You breach this Agreement. In the event of termination, then all rights to use the Services and Content shall immediately cease and all prepaid fees (if any) are non-refundable.
6. Proprietary Rights and Feedback. Subject to the limited rights expressly granted hereunder, Guidewire and Guidewire’s licensors reserve all of Guidewire/their rights, titles, and interests in and to the Services and Content, including all of Guidewire/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. You grant Guidewire a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by You relating to the Services or Content.
7. Confidential Information. “Confidential Information” means: (a) from Guidewire: the Services, Content, any documentation disclosed about the foregoing in connection with this Agreement, and this Agreement; and (b) from either party: any information disclosed in connection with this Agreement that is identified at the time of disclosure as confidential, and information disclosed by the disclosing party that the receiving party knew or reasonably should have known was confidential. The receiving party shall not be obligated under this Section with respect to information that: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its personnel, (ii) is received, without restriction, from a third party lawfully in possession of such information and lawfully empowered to disclose such information, (iii) was rightfully in the receiving party’s possession without restriction prior to its disclosure by the disclosing party, or (iv) independently developed by the receiving party without use of the Confidential Information. The receiving party shall (A) hold the Confidential Information in confidence and protect the Confidential Information with the same measures it takes with respect to its own confidential materials of a like nature, but in no case with less than reasonable measures, (B) not disclose the Confidential Information to any third person except as provided in this Agreement, and (C) not use the Confidential Information except in connection with this Agreement (the “Purpose”). The receiving party shall limit access to the Confidential Information to those employees, contractors, and representatives who have a “need to know” for the Purpose and who are subject to like obligations of confidentiality, and the receiving party is responsible for ensuring that those persons to whom it discloses Confidential Information comply with this Agreement. Additionally, You shall not provide Guidewire’s Confidential Information to any person who designs or develops software products or materials that competes with Guidewire’s products and services. The receiving party shall notify the disclosing party in writing immediately upon becoming aware of any unauthorized disclosure or use of the Confidential Information. The receiving party promptly shall return or destroy the other party’s Confidential Information upon receiving written notice from the other party. The foregoing does not require the receiving party to search its archived electronic back- up files of its computer systems for the other party’s Confidential Information to purge such Confidential Information from its archived files; provided, however, that the receiving party must: (i) maintain the confidentiality of such archived Confidential Information as if this Agreement were still in effect and (ii) not use such archived Confidential Information for any purpose.
8. Guidewire Warranties and Disclaimers. EXCEPT FOR ANY EXPRESS WARRANTIES PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR OTHERWISE. GUIDEWIRE PROVIDES THE SERVICES AND CONTENT ON AN “AS IS,” “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE, IS EXPRESSLY EXCLUDED AND DISCLAIMED. GUIDEWIRE MAKE NO REPRESENTATION, WARRANTY, OR COVENANT WHATSOEVER REGARDING PERFORMANCE, FUNCTIONALITY, AVAILABILITY, ACCURACY, OR COMPLETENESS. YOU ARE SOLELY RESPONSIBLE FOR ITS USE OF THE SERVICES AND CONTENT AND THE RESULTS THEREFROM. EXCEPT AS OTHERWISE PROVIDED HEREIN, GUIDEWIRE SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER THIRD PARTY ARISING FROM OR RELATED TO THE OUTPUT OF THE SERVICES AND CONTENT OR THE RESULTS OF SUCH OUTPUT.
9. Limitation of Liability. In no event shall Guidewire, its employees, agents, distributors, marketing partners, resellers, parent, affiliates, or subsidiaries be liable for any loss of data or incidental, special, exemplary, or consequential damages based on any theory of contract, tort, strict liability, negligence, or otherwise, even if Guidewire has been advised of the possibility of such damages. Guidewire’s cumulative liability to You for all claims relating to the Services and this Agreement, shall not exceed $500.  
10. Indemnification. Guidewire shall defend You from any third party claim alleging that the Services or Content infringe or misappropriate the third party’s patents, copyrights, trade secrets, or trademarks (a “Claim”). Guidewire shall indemnify You for any resulting judgments, approved settlements, fines, penalties, cost and expenses, including reasonable attorney fees, resulting from a Claim. In the event of an infringement Claim or if Your  use of the Services is otherwise enjoined, Guidewire shall have the right to, at its sole discretion: (i) offer a replacement Services at no cost to You, which replacement shall be substantially equivalent to the Services, (ii) procure, at no cost to You, the right to continue to use the Services, or (iii) if Guidewire determines that neither (i) nor (ii) is commercially practicable, terminate Your use of the Services. The foregoing states Guidewire's sole liability toYou and Your sole remedy for any Claim. Guidewire shall have no liability for and shall not indemnify You against any Claims arising from the use of the Services in combination with data, hardware, or software not provided by Guidewire where the Claim is based upon the combination, or Claims arising from Your use of the Services other than in accordance with this Agreement. You shall defend Guidewire against any claim brought against Guidewire by a third party alleging: (i) that the data, files, or other materials provided by You to Guidewire infringes the third party's intellectual property rights or violates any law (including privacy laws), rule, or regulation or contractual obligation; or (ii) arising from any representations or warranties made by You relating to the Services or Content other than as authorized by Guidewire (each, an "Action"). You shall indemnify Guidewire for any resulting judgments, approved settlements, fines, penalties, cost, and expenses, including reasonable attorney fees, resulting from an Action. As an express condition of the indemnification obligations herein, the indemnified party ("Indemnified Party") shall : (i) promptly notify the indemnifying party ("Indemnifying Party") in writing of the Claim or Action; (ii) grant the Indemnifying Party sole control of the defense and settlement of the Claim or Action; and (iii) provides the Indemnifying Party, at the Indemnifying Party's expense, with all assistance, information, and authority reasonably required for the defense and settlement of the Claim or Action. The Indemnifying Party will not consent to any settlement that requires the admission of liability, fault, or wrongful act or conduct on the part of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed).
11. General. Neither this Agreement nor any rights, licenses, or obligations hereunder, may be assigned by You without Guidewire prior written consent, provided such approval shall not be unreasonably withheld or delayed. Guidewire may assign this Agreement without Your consent in connection with the sale of all or substantially all Guidewire assets or in connection with a merger or reorganization. Any attempted assignment in violation of this Agreement shall be void and without effect. Subject to the foregoing, this Agreement will benefit and bind the parties’ successors and assigns. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreement. Any amendment must be in writing and expressly state that it is amending this Agreement. This Agreement is governed by California law, excluding California’s choice of law rules. Each party consents to the jurisdiction of the state and federal courts in San Francisco, California in connection with any claim or action under this Agreement. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. Any notice required or permitted to be given by either party under this Agreement shall be in writing and shall be personally delivered or sent by nationally recognized overnight commercial courier service (e.g., FedEx) to the other party at its address set forth herein. You shall comply with all applicable export laws and regulations with respect to its use of the Services and Content. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision is fully separable, and the remaining provisions of the Agreement shall remain in full force and effect. The provisions of this Agreement that must survive in order to give proper effect to its intent, shall survive the expiration or earlier termination of this Agreement indefinitely or to the extent outlined in the respective provision.  Each party represents and warrants to the other party that it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted, and to perform its obligations under this Agreement.