1. AXA Versicherungen AG and its corporate affiliates (collectively hereinafter "AXA") has given you an ID and password, and, if applicable, an encryption key, to access certain information available through this Web site (the "Site"). This Site allows you to access information that AXA makes available to clients and/or brokers generally (the "Information") and certain data relating specifically to clients’ organizations that AXA makes available to clients (the "Client Data"). You are solely responsible for maintaining the confidentiality of and agree not to disclose your ID, password, or any encryption key to any person or entity. You are solely responsible for all activity that occurs under your ID and password and for all charges for connection to the Site, including all necessary access lines and telephone and computer equipment. You will not: (1) use another user’s password or user ID to access the Site or transmit data through the Site; (2) use the Site in a way that violates the privacy rights of any third party or any applicable law; (3) upload any files or software that may damage or provide unauthorized access to the data, software or hardware of another; (4) interfere or allow interference with the proper functioning of the Site or any transactions offered through the Site; or (5) issue insurance contracts or any related documents, including certificates of insurance, from AXA, except in accordance with the terms of your current policy.

2. If you are an insured of AXA and have received a password and user ID from AXA, you may print and then distribute one copy of each unique Certificate of Insurance as provided by AXA through the Site, only in accordance with the terms of your current policy. Each Certificate of Insurance is a one-of-a kind, negotiable, multi-page document, with a unique number (usually located in the upper right hand corner of the document). You may only print and distribute one original Certificate of Insurance per unique number, and, if applicable, one duplicate Certificate of Insurance per certificate number. You may be allocated a range of unique Certificate of Insurance numbers, and you may only issue Certificates of Insurance within that allocated range. If you exceed this range, you may request additional Certificate of Insurance numbers from AXA. At AXA’s request, you will provide AXA with a report of the number of Certificates of Insurance you have used. You agree to cooperate in the recall of any Certificate of Insurance which has been voided; damaged, destroyed, or that has otherwise been issued but not used for its intended purpose or if the Certificate of Insurance is not available then you agree to cooperate with us in a manner by which you attest to the Certificate of Insurance being declared null and void.

3. Subject to this Agreement, AXA hereby grants you a terminable, revocable, non-sublicensable, non-exclusive, non-transferable license to access and use the Information and Client Data within your organization’s risk management department. This license will terminate if (a) you leave your organization, (b) your organization ceases to be a client of AXA or (c) either party, at any time, with or without cause, gives notice of termination to the other party. AXA reserves all rights not explicitly granted in this Agreement. AXA and/or Oceanwide may at any time deny access to the Site or deny, change, or terminate IDs and passwords, with or without cause, and without liability.

4. AXA owns the Information or licenses it from Oceanwide Inc. ("Oceanwide"). AXA retains all intellectual property and other rights, including, without limitation, copyrights, in its Information. You agree to reproduce AXA’s copyright notice in all copies of its Information and the copyright notices of third parties in all copies of Information provided by third parties. You may not distribute, demonstrate, allow access to, or otherwise disclose the Site or any of its documentation to any third party. You may not sublicense, assign or transfer to anyone the Site (or any part thereof) or this license to access and use the Site. You may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, modify, distribute, publish, display, perform, upload to, create derivative works from, transmit or in any way exploit any part of the Site or its contents, except that you may download Information from the Site that pertains to your company and Client Data for use by your company and you may make authorized entries relating to your company’s cargo insurance program. You may not distribute the Site or its contents over any other medium including but not limited to a computer network or hyperlink framing on the internet, without AXA’s prior written consent. You acknowledge that you do not acquire any ownership rights by virtue of the use or access of the Site or by the downloading of any Information or other copyrighted material from the Site. All rights not expressly granted hereunder are expressly reserved to AXA and/or Oceanwide.

5. AXA and its corporate affiliates reserve the right to collect, store and use the Client Data you may provide when using the Site. AXA and its corporate affiliates will use this information in accordance with their standard policies and procedures. For example, AXA, and third parties providing services to you and/or AXA, may use this information internally as necessary to provide services to you and/or AXA. AXA’s and its corporate affiliates’ rights under this Section 5 will survive termination of this Agreement for any reason.

6. To the extent that any Client Data contains information in relation to which the laws of any state or country impose data protection obligations, you will be responsible for compliance with those laws in so far as they relate to your right to use such information, transfer it to AXA and for AXA to hold it in electronic form on the Site and use it in performing services for your organization.

7. The names of AXA and its products referred to in the Site are trademarks of AXA. All other product and company names are trademarks of their respective owners. You agree not to use any trademarks, service marks, logos, or other identifiers of AXA without AXA’s prior written permission in each instance.

8. Links to other Web sites are provided as a service. AXA and Oceanwide make no representations whatsoever about any other Web site that you may access through this one. A link to another Web site does not mean that AXA and/or Oceanwide endorse or accept any responsibility for the content or the use of that Web site or that AXA and/or Oceanwide are affiliated in any way with the proprietor of that site. Neither AXA nor Oceanwide warrant that the Site is compatible with your or your organization’s equipment or is free of errors or viruses, worms or "Trojan horses" and are not liable for any damage you or your organization may suffer as a result of such features. The content of other Web sites, systems, products or advertisements that may be linked to the System are not maintained nor controlled by AXA nor Oceanwide. You acknowledge that AXA has the right to change the content or technical specifications of any aspect of the Site at any time at AXA’s sole discretion. You understand that third-party contributors to the Site may choose at any time to prohibit their content from being accessed.

9. Linking or "deep" linking to any page other than the front or home page within the Site is prohibited without the express authorization of AXA. You agree that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the Site for any purpose, unless specifically authorized by AXA in writing to do so. If you do want to link to the Site in any manner, you must contact AXA at markus.kasser@axa.ch to seek approval.

10. The use of any tools, programs, robotic algorithms or products to automatically download or "spider" the Site or any of the pages of the Site infringes on AXA’s and/or Oceanwide’s copyrights. You agree that you will not use any such tools, programs, robotic algorithms or products on or in connection with the Site.

11. You acknowledge and agree that no system or technique can guarantee the security of the Client Data because the Client Data is on the Internet, which is a public network. AXA and Oceanwide shall not be liable for any damages or losses to you or your organization resulting from unauthorized access to the Site.

12. You agree that if you use the Site to give instructions to AXA, AXA shall not be deemed to have accepted such instructions until it communicates such acceptance to you or your organization. Similarly, if AXA uses the Site to give instructions to you or your organization, those instructions shall not be deemed accepted until you or your organization communicates such acceptance to AXA.

13. THE INFORMATION, SITE AND CLIENT DATA ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER AXA NOR OCEANWIDE, AT THIS SITE, WARRANT TO YOU THAT ANY PART OF THE SITE WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT TRANSMISSION TO OR FROM THE SITE AND ACCESS TO THE SITE WILL NOT BE INTERRUPTED, DISCONTINUED OR ERROR-FREE. NEITHER AXA NOR ANY THIRD PARTIES MENTIONED AT THIS SITE WARRANT OR MAKE TO YOU ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE IN TERMS OF ITS QUALITY, CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AXA OR ITS EMPLOYEES OR REPRESENTATIVES OR ANY THIRD PARTIES MENTIONED AT THIS SITE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF AXA’S OR ANY SUCH THIRD PARTIES’ OBLIGATIONS HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE THESE DISCLAIMERS WILL NOT APPLY TO YOU.

14. LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AXA WILL BE LIABLE ONLY FOR PERFORMANCE OF OBLIGATIONS UNDER INSURANCE POLICIES AND CONTRACTS APPROVED OR EXECUTED BY AN AUTHORIZED OFFICER OF AXA. TO THE FURTHEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION AXA’S AND/OR OCEANWIDE’S NEGLIGENCE, SHALL EITHER AXA OR OCEANWIDE BE LIABLE FOR ANY DAMAGES INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, EXEMPLARY AND/OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR LOST PROFITS, THAT RESULT FROM YOUR USE OR INABILITY TO USE THE SITE, ANY CONTENT AND/OR ANY RELATED SOFTWARE, EVEN IF EITHER OCEANWIDE OR AXA OR ONE OF THEIR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY UPON WHICH ANY CLAIM OF LIABILITY MAY BE BASED. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THESE TERMS, IN THE EVENT THE TERMS OF THIS SECTION, OR ANY PART OF THIS SECTION, SHALL BE HELD INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, IN NO EVENT SHALL OCEANWIDE OR AXA’S TOTAL LIABILITY TO YOU, OR ANYONE CLAIMING BY OR THROUGH YOU, FOR ANY DAMAGES, LOSSES, CLAIMS AND/OR CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE EXCEED ONE HUNDRED DOLLARS ($100). FURTHER, YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS BOTH OCEANWIDE AND AXA AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, FROM AND AGAINST ANY AND ALL DAMAGES, CLAIMS AND ACTIONS BROUGHT BY YOU OR ANY THIRD PARTY RESULTING FROM YOUR USE OF THE SITE IN VIOLATION OF THESE TERMS OR THE INFRINGEMENT BY YOU OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ENTITY.

ANY PERSON WHO, WITH INTENT TO DEFRAUD OR KNOWING THAT THEY ARE FACILITATING A FRAUD AGAINST AN INSURER, SUBMITS AN APPLICATION, OR SUBMITS INFORMATION FOR A CERTIFICATE OF INSURANCE, OR FILES A CLAIM CONTAINING A FALSE OR DECEPTIVE STATEMENT IS GUILTY OF INSURANCE FRAUD.

15. If you access the Site from outside the United States, you are responsible for compliance with foreign and local laws. This license agreement is expressly made subject to any laws, regulations, orders or other restrictions, which may be imposed by the Government of the United States of America on the transaction of business activities with certain countries or nationals or residents of certain countries. Software, Information and Client Data from the Site may be subject to United States export controls that prohibit downloading, exportation or re-exportation: (i) into (or to a national or resident of) Cuba, Iraq, Iran, Libya, North Korea, Syria, Sudan, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's Table of Deny Orders. By using this Site, you represent and warrant that you are not located in, controlled by or a national or resident of any such country or on any such list.

16. This Agreement represents the entire agreement between both parties and supersedes all previous oral and written agreements with respect to the subject hereof. If any part of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

17. No delay or omission by AXA to exercise any right or any noncompliance on your part with respect to the Terms shall impair any such right or be construed to be a waiver by AXA. If any provision of the Terms is found by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction, provided, however, that if such invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law, such provision will be deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law.

18. You agree that the terms of this Agreement, combined with your act of using the Site and/or the services offered on or through the Site have the same legal force and effect as a written contract with your written signature and satisfy any laws that require a writing or signature, including any applicable Statute of Frauds. You further agree that you shall not challenge the validity, enforceability or admissibility of the terms of this Agreement on the grounds that it was electronically transmitted or authorized. In addition, you acknowledge that you have had the opportunity to print the terms of this Agreement.

19. This Agreement and any disputes arising or resulting from the transactions contemplated under this Agreement shall be exclusively construed and governed in all respects by the laws in force in Switzerland. In any legal action or proceeding relating to this Agreement, or arising from transactions contemplated under this Agreement, each of the parties agrees to the exercise of the jurisdiction over it by the state courts of the Canton of Zurich/Switzerland. The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not be applicable to this Agreement or the Services.

20. You expressly agree that Oceanwide is a third-party beneficiary to Sections 4, 8, 10, 11, 13, 14, 15, 18 and 21 of this Agreement and that Oceanwide shall have the right to enforce its rights against you (or join AXA in enforcing them) in its own name.

21. AXA has the right to modify, suspend or discontinue this Site, and these terms and conditions, at any time, and such modification, suspension or discontinuance shall be effective immediately upon posting on this Site. Posting revised legal terms and conditions on this Site will constitute notice to you of such revised terms and conditions.

ACCEPTABLE USE POLICY

This Appendix sets forth the Acceptable Use Policy ("Policy") you must follow when using this Site. The terms of this Acceptable Use Policy are binding on you and your company, and these terms are part of the AXA Client Web Site License Agreement. The intent of this Policy is to ensure the integrity, security, reliability, and privacy of the Site and the computer systems on which it operates. All users must consent to, and comply with the terms of this Policy. AXA and/or Oceanwide each have the right to investigate, and take action to correct, any breach or threatened breach of Policy by users of the Site, including the right to immediately suspend or terminate your access to the Site.

Network Security

You are prohibited from violating, or attempting to violate, the security of the Site or any system used to operate the Site. Any violations may result in criminal and civil liabilities. Both Oceanwide and AXA will have the right to investigate any alleged violations and will cooperate with law enforcement agencies as reasonably required, for example if there is a reasonable basis for suspecting a criminal violation. Examples of violations of the security of the Site and related systems include, without limitation, the following:

•   A user accesses data not intended for that user
•   A user probes, scans, tests, exploits or attempts to probe, scan, test, or exploit the vulnerability of the Site or a   related system, or uses the Site or a related system to do so with regard to a third party system or network
•   A user breaches (or attempts to breach) Oceanwide’s, AXA’s, or another user’s security or authentication measures
•   A user interferes with, or attempts to interfere with, service to AXA, Oceanwide, or any user, host, or   network including, without limitation, via means of overloading, "flooding," "mailbombing," or "crashing"
•   A user takes any action in order to obtain services or other benefits to which the user is not entitled

Illegal Use

The Site and related systems may only be used for lawful purposes. For example, no user may use the Site or any related system to create, transmit, distribute, or store, any material that:

•   Violates a patent, trademark, copyright, trade secret, or other intellectual property rights of others
•   Violates the privacy, publicity, or other personal rights of others
•   Impairs the privacy of communications
•   Contains obscene or pornographic content
•   Is or may be threatening, abusive, or hateful
•   Violates export control laws or regulations
•   Encourages conduct that would constitute a criminal offense or give rise to civil liability
•   Causes technical disturbances to the Site or related systems, including, but not limited to, introduction of   viruses, worms, or other destructive mechanisms
•   Violates reasonable requirements or policies of Oceanwide, AXA, or other service providers with   respect to the network
•   Constitutes deceptive on-line marketing
•   Knowingly assists or permits any persons in engaging in any of the activities described above

If a user becomes aware of any such activities, that user is obligated to promptly notify AXA, and take all other appropriate actions to cause such activities to cease.