Version 1 dated May 2010


This EULA sets out the terms and conditions that will apply to your access to and use of the Licensed Package (as defined below). By accessing, viewing or utilizing in any way (“using”) the Licensed Package, you agree to be bound by all the following terms of this EULA.
References to you, your and yours are references to the person(s) accessing the Licensed Package (in their personal capacity) and, where such person is accessing the Licensed Package as employee, officer, agent or contractor to any undertaking (whether incorporated or otherwise), shall also include such undertaking, whether the Licensed Package is accessed via the Site (as defined below) or otherwise.

References to we, us, and our are references to International Insurance Society (as defined below).
This EULA is to be read by you in conjunction with any terms, conditions and disclaimers provided in the Licensed Package or on the Site. We reserve the right to amend this EULA at any time. Any changes will take effect on the date they are made available on the Site and/or provided to you before you use the Licensed Package (whichever is the earlier). You should read and accept the EULA each time you access the Site and/or use all or any part of the Licensed Package, to ensure that you are familiar with the most current version. You agree to use and continue to use the Site and the Licensed Package in a manner consistent with all applicable laws and regulations and in accordance with this EULA.

1 DEFINITIONS AND INTERPRETATION

1. 1. The definitions and rules of interpretation set out in this clause apply in this EULA.
      
      Axco means Axco Insurance Information Services Limited, a company registered in England and Wales with company  registration number 03073807 whose registered office is at 10 Whitechapel High Street, London, E1 8QS, United Kingdom;

IIS means International Insurance Society, Inc., a 501(c) not-for-profit organization whose office is located at 101 Astor Place, New York, NY 10003, United States;

Indemnify means to indemnify, and keep indemnified, on a full indemnity basis, against any and all claims, liabilities, costs, proceedings, damages, costs and expenses (including legal and other professional fees and expenses);
Intellectual Property means patents, patent applications; copyrights, copyright applications and copyright registrations; database rights; trademarks, trademark applications, trademark registrations; trade secrets and all other intellectual property and proprietary information rights as may exist now or hereafter come into existence; all modifications, continuations, renewals and extensions of any of the foregoing; any of the foregoing arising under the laws of any country, state or jurisdiction in the world;
Licensed Package means any reports, data or other information supplied by Axco or IIS (directly or indirectly) to you (and any part of the same); and Site means any website or portal through which the Licensed Package is made available and/or can be accessed by you.
1.2 Words in the singular shall include the plural and vice versa.
1.3 A reference to one gender shall include a reference to the other genders.
1.4 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted from time to time whether before or after the date of this EULA and, in the case of a statute, includes any subordinate legislation made under that statute whether before or after the date of this EULA.
1.5 Any obligation in this EULA on a person not to do something includes an obligation not to agree or allow that thing to be done.
1.6 References to clauses and schedules are to the clauses and schedules of this EULA; references to paragraphs are to paragraphs of the relevant schedule.
1.7 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2 USE OF THE LICENSED PACKAGE
2.1 You may have access to and use the Licensed Package on a non-exclusive, non-assignable, non-transferable basis in accordance with this EULA. You may not sub-license or otherwise transfer or assign any of the rights granted hereunder.
2.2 You may not allow any third party to access or use all or any part of the Licensed Package unless obliged by law or the binding judgment of a court competent jurisdiction to do so. You shall not provide access to or permit use of the Licensed Package by any third party.  You shall not amend or change any of the Licensed Package.
2.3 You shall ensure that the Licensed Package (or any part of it) shall not be integrated into any other database created, owned or held by you without the prior written consent of IIS which must in turn be obtained from Axco.
2.4 You shall not copy, download or otherwise hold all or any part of the Licensed Package on an intranet or other basis which permits you access to the Licensed Package by any means other than remotely accessing them through the Site.

3  INTELLECTUAL PROPERTY
3.1  You acknowledge and agree that Axco is the proprietor of all Intellectual Property in the Licensed Package and in all forms in which the Licensed Package is recorded or disseminated (whether or not to you). You further acknowledge and agree that, to the extent that any additions, deletions or alterations made by Axco to the Licensed Package have resulted or will result in the subsistence of any new Intellectual Property, all such rights shall vest in Axco.
3.2 To the extent that any Intellectual Property in the Licensed Package or any addition or alteration to them vests in you, whether automatically by operation of law or otherwise, you shall at your own cost do (or procure to be done) all acts and things and shall execute (or procure to be executed) all documents required to assign to Axco such Intellectual Property and any and all rights attaching or arising in relation thereto.


4 CONFIDENTIALITY
4.1 You undertake to us that you shall not disclose any confidential information which you may have or acquire (whether oral, written or in any other form) as a result of or pursuant to this EULA and your access to and use of the Licensed Package (and for the purposes of this clause, the Licensed Package and any part of any version thereof shall be considered confidential information) including the terms of this EULA, save that this clause shall not apply to the disclosure of information required to be disclosed by law, binding judgment, order or requirement of any court of competent jurisdiction or other competent authority, disclosure in confidence to your professional advisers for a purpose reasonably incidental to this EULA or information which comes into the public domain (other than as a result of breach of this clause).
4.2 You will Indemnify IIS against any breach of this clause 4.

5 WARRANTY AND DISCLAIMER
5.1 To the fullest extent permitted by law, we do not warrant or guarantee that use of the Licensed Package will be uninterrupted or error free, that defects in the Licensed Package will be corrected or that files available for access at or downloading from the Site, a network or contained in a CD-ROM or other computer media will be free of viruses or other code manifesting destructive properties.
5.3 The Licensed Package and amendments made thereto by Axco are compiled from sources which Axco, in its sole discretion, considers to be reliable and are expressions of their opinion. Although Axco shall make all reasonable efforts to ensure the accuracy of the Licensed Package as amended from time to time, you acknowledge and accept that the Licensed Package is provided ‘as is’.
5.4 To the fullest extent permitted by law neither Axco nor IIS, including any of its contractors, employees and agents, shall not be liable for any direct, indirect, incidental, special or consequential damages of any nature whatsoever (including without limitation damages for loss of business profits, business interruption, loss of programs or information) relating to: the Licensed Package or any results obtained from its use; the use or inability of any person to use the Site, any programs, network, CD-ROMs or other media through which the Licensed Package is made available; or any claim attributable to any error, omission, or inaccuracy contained in the Licensed Package.
5.5  You acknowledge and agree that the Site is not created, maintained, or provided by or on behalf of Axco or IIS and therefore Axco and IIS:
5.5.1 shall accept no liability for any loss or damage that might occur, howsoever arising, as a result of your use of the Site or any of its contents (including but not limited to the Licensed Package);
5.5.2 cannot and do not guarantee that your use of the Site or any websites accessible through it will not cause damage to your computer or otherwise;
5.5.3 cannot and do not guarantee that your use of the Site will be uninterrupted, timely, secure and/or error free; and
5.5.4 hereby advise that it is your responsibility to ensure that the right equipment is available for you to use the Site and to filter out anything that may damage it. Neither Axco nor IIS shall be liable to you or any other person for any loss or damage which may arise to computer or other equipment as a result of using the Site.

6 GENERAL PROVISIONS
6.1   Except as expressly stated in this EULA and to the extent permissible by law, all terms, conditions, warranties, undertakings and representations implied by statute, common law, custom, trade usage or otherwise are expressly excluded.
6.2   The rights of the parties under this EULA are, unless stated otherwise, cumulative and shall be without prejudice to any other rights or remedies available to them.
6.3   If all or any part of any provision of this EULA shall be invalid or unenforceable, then any enforceable remainder of such provision and all other provisions of this EULA shall remain valid and enforceable.
6.4   No amendment or variation of the terms of this EULA shall be effective unless it is made or confirmed in writing by you and IIS with the approval of Axco..
6.5  You may not assign, transfer, charge, make the subject of a trust or otherwise deal with any of your rights hereunder without IIS’s and Axco’s prior written consent.
6.6   Axco may, in its absolute discretion, assign, transfer, charge, make the subject of a trust or otherwise deal with any of its rights hereunder without requiring consent.
6.7   Your access to and use of the Licensed Package granted by this EULA is terminable with immediate effect at any time at the absolute discretion of IIS and/or Axco.