This Agreement governs Your use of the Monarch website (the “Website”). This Agreement also governs Your use of the Monarch Collaboration Platform (the “Monarch Services”) together with any materials, data and information that You access through the Monarch Collaboration Platform or the Website (collectively, the “Content”). You or Your employer may have negotiated different terms in a separate signed agreement with Monarch, in which case such terms shall control to the extent they conflict with this Agreement
1. License and Use.
a. License Grant. Subject to the terms and conditions of this Agreement including, but not limited to, registration requirements for accessing Monarch Services, Monarch grants to You a limited, personal, nonexclusive, non-sublicensable, nontransferable, and revocable license to access and use the Website, the Monarch Services, and the Content made available therein only in the manner presented by Monarch and only for Your internal business purposes. Alteration of the Website, the Monarch Services or the Content in any manner, or use for any other purpose, is explicitly prohibited. The license granted in this Section 1(a) is a single-user license and is not a site license. Any additional users must separately agree to the terms of this Agreement.
b. Registration Details. Your use of the Website is unrestricted. In order to access and use the Monarch Services you must be an active contracted client of Monarch, and you must create an Account. To create an account you will be instructed to enter your EMAIL and PASSWORD. Once your Account has been created and authenticated by Monarch, you will have access to Monarch Services. You agree to provide all accurate and complete information when registering an Account and you agree to update your Account to further reflect the accuracy and completeness of your Account information. You agree that Monarch may store and use the Account information you provided in maintaining your Account.
c. License Restrictions. You may only use the Website, the Monarch Services and the Content pursuant to this Agreement and the applicable specifications and documentation. You warrant that You will not use the Website, the Monarch Services or the Content for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not (and may not authorize any party to) (i) co-brand, frame or redistribute the Website, the Monarch Services or the Content; (ii) translate, adapt, reverse engineer, decompile, disassemble, or otherwise modify the Website, the Monarch Services or the Content other than as expressly permitted by law (in which case the end results of such activities shall be the Confidential Information and Intellectual Property of Monarch, and You hereby assign all right, title and interest therein to Monarch); (iii) incorporate the Website, the Monarch Services or the Content (in whole or in part) in any other product, or create derivative works based thereon; (iv) act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Website, the Monarch Services or the Content; (v) rent, lease, sell, license or sublicense the Website, the Monarch Services or the Content to a third party; or (vi) duplicate the Website, the Monarch Services or the Content without the express prior written permission of an authorized representative of Monarch. As used herein, “co-brand” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the Website, the Monarch Services or Content accessible within the Website or the Monarch Services. You agree to cooperate with Monarch in causing any unauthorized co-branding, framing or linking immediately to cease. In addition, You may not use the Website or the Monarch Services in any manner which could disable, overburden, damage, or impair the Website or the Monarch Services or interfere with any other party’s use of the Website or the Monarch Services. You may not obtain or attempt to obtain any materials, content, or information through any means not intentionally made available or provided for through the Website or the Monarch Services.
2. Use of Monarch Services.
a. Requirements for Use. The Monarch Services is available exclusively for institutional clients of Monarch Specialty Group. The use of Monarch Services requires a compatible device, internet access, and compatible software. Your ability to access and use Monarch Services and the performance thereof may be affected by these factors. Such system requirements are your sole responsibility.
b. User Conduct. The Monarch Services is an online project management and document sharing system that permits you to collaborate, communicate and operate assignments with Monarch Specialty Group staff members on our Website. The Monarch Services may also contain forums, bulletin board services, message boards, news groups, communities, personal web pages, calendars, and other message or communication facilities designed to allow You to communicate with Monarch’s client community or with a group (collectively, “Communications Services”). You agree to use the Communication Services only to post, send and receive messages and content that are proper and related to the particular Communication Service. Among other actions, when using a Communication Service, You agree that You will not post, send, submit, publish, or transmit in connection with the Monarch Services any material that:
i. You do not have the right to post, including proprietary material of any third party, such as files containing software or other third party material protected by intellectual property laws (or by rights of privacy or publicity);
ii. violates or may violate any law, advocates illegal activity or discusses an intent to commit an illegal act;
iii. does not pertain directly to the Monarch Services;
iv. threatens or abuses others, libels, defames, invades privacy, stalks, or is obscene, pornographic, vulgar, indecent, racist, abusive, harassing, threatening or offensive;
v. seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
vi. harvests or otherwise collects information about others, including e-mail addresses, without their consent;
vii. impersonates or misrepresents Your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
viii. falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissibly uploaded;
ix. advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, or soliciting goods or services) except as may be specifically authorized on the Monarch Services;
x. solicits funds, advertisers or sponsors;
xi. includes programs that contain viruses, worms or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or network;
xii. disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via the Monarch Services;
xiii. includes MP3 format files;
xiv. amounts to a “pyramid” or other like scheme, or consists of contests, chain letters, or surveys;
xv. disobeys any policy or regulations, including any code of conduct or other guidelines, established from time to time regarding use of the Monarch Services or any networks related to the Monarch Services; or
xvi. contains links to other websites or software containing content that falls within the descriptions set forth above.
3. Term; Termination and Suspension.
a. Term. By using this Website, you signify your acceptance of this Agreement. If you do not agree to this Agreement, please do not use our Website. Your continued use of the Website following the posting of changes to this policy will be deemed your acceptance of those changes. For users of the Monarch Services, this Agreement shall be made effective for one (1) year from the date that Monarch grants You access to the MONARCH Services or the termination of Your active client status with Monarch, whichever is longer (the “Term”).
b. Termination or Suspension of Access. Monarch reserves the right, in its sole discretion, to terminate or suspend Your access to the Monarch Services, or any portion thereof, at any time and without notice. Upon such termination or suspension, You must immediately (i) discontinue the use of the Monarch Services, and (ii) destroy any copies You have made of any portion of the Content. You acknowledge that You are aware that your access to the Monarch Services may be terminated or suspended at any time, and that You alone (and not Monarch) bear all responsibility for backing up any and all of Your data.
c. Survival. Sections 1(c), 2 and 4-11 shall survive any expiration or termination of this Agreement.
a. Definition. “Confidential Information” means any information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, pricing, customer lists, reports, contract terms, software, developments, inventions, processes, designs, drawings, engineering, hardware or software configuration information or user interfaces, marketing, organization, business or finances of or relating to either party to this Agreement or any third party, or any information obtained in confidence or in trust from a third party. Confidential Information of Monarch shall also include, without limitation, the Monarch Services (including any associated software or user interface) and any information which You know or should reasonably understand to be confidential. Confidential Information of Monarch does not include information, technical data or know-how which (i) is already in Your possession without obligations of confidentiality at the time of its disclosure by Monarch; (ii) is or becomes part of the public knowledge without breach of confidentiality obligations; or (iii) is approved by Monarch, in writing, for public release.
b. Confidentiality Obligations. Except as expressly set forth in this Agreement, You will not use in any way for Your own account or the account of any third party, nor disclose to any third party, any Confidential Information of Monarch. You shall at all times maintain such Confidential Information of Monarch in confidence in the same manner and to the same extent as You protect Your own most confidential information (which shall in no event be less than a reasonable degree of care). Upon the termination of this Agreement, You shall promptly return to Monarch or delete all copies of any Confidential Information of Monarch in Your possession.
c. Feedback. You may from time to time provide suggestions, comments or other feedback to Monarch regarding Monarch’s current or future products and services, including the Website, the Monarch Services and the Content (collectively, “Feedback”). You agree that such Feedback, even if designated as confidential by You, shall not create any confidentiality obligation hereunder for or upon Monarch or its associates. Except as otherwise provided herein or in a separate subsequent written agreement signed by authorized representatives of the parties, You agree that Monarch shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit any and all Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property or otherwise. You warrant that You have all rights necessary to disclose to Monarch any Feedback that You so disclose, and You shall not provide any Confidential Information of any third party to Monarch unless authorized to do so.
5. DISCLAIMER OF WARRANTIES. YOUR USE OF THE WEBSITE, THE MONARCH SERVICES AND THE CONTENT IS AT YOUR OWN RISK. THE WEBSITE, THE MONARCH SERVICES AND THE CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. MONARCH DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON- INFRINGEMENT, AND NO WARRANTIES ARE MADE RELATING TO THE WEBSITE, THE MONARCH SERVICES OR THE CONTENT. MONARCH DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE WEBSITE OR THE MONARCH SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE MONARCH SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MONARCH DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, INABILITY TO USE, OR THE RESULT OF USE, OF THE WEBSITE, THE MONARCH SERVICES OR THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU, AND NOT MONARCH, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE WEBSITE, THE MONARCH SERVICES OR THE CONTENT. MONARCH FURTHER MAKES NO WARRANTIES AS TO THE ACCURACY OF ANY MONARCH SERVICES OR CONTENT ACCESSED FROM ANY MONARCH WEBSITE, THIRD PARTY WEBSITES OR OTHERWISE OBTAINED BY YOU.
6. LIMITATION OF LIABILITY. MONARCH AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, GENERAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, LOSS OF DATA, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR ANY OTHER DAMAGES, EVEN IF MONARCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MONARCH DOES NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR THE COMPLETENESS, ACCURACY, OR USEFULNESS OF ANY OF THE CONTENT PROVIDED ON THE WEBSITE OR THE MONARCH SERVICES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF MONARCH AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE ALREADY PAID TO MONARCH FOR THE APPLICABLE WEBSITE OR THE APPLICABLE MONARCH SERVICES OUT OF WHICH LIABILITY AROSE IN THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO SUCH DAMAGES. SOME STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, AND IN SUCH CASES MONARCH’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT ALLOWED BY LAW.
7. Third-Party Links. The Website or the Monarch Services may contain links to third-party websites which are not maintained by, or related to, Monarch. Links to such websites are provided as a service to users and are not sponsored by or affiliated with the Website, the Monarch Services or Monarch. Monarch has not reviewed such websites and is not responsible for the content of those websites. Monarch is not responsible for webcasting or any other form of transmission received from any linked website. Links are to be accessed at Your own risk, and Monarch makes no representations or warranties about the content, completeness or accuracy of these links or the websites linked to the Website or the Monarch Services. Monarch provides links as a convenience, and the inclusion of any link to a third-party website does not imply endorsement by Monarch of that website or any association with its operators.
8. Security. Any passwords used for the Monarch Services are for individual use only. You will be responsible for the confidentiality and security of Your password, if any. If your account password has been compromised, you agree to immediately notify Monarch of your Account situation; failure to promptly notify Monarch of any security breach is at your own risk. Under no circumstance shall Monarch be responsible for any losses arising out of the unauthorized use of your Account. Monarch reserves the right to investigate suspected violations of this Agreement, and to fully cooperate with any law enforcement authorities or court order requesting or directing Monarch to disclose the identity of anyone posting, publishing or otherwise making available any materials that are believed to violate this Agreement or any applicable law.
9. Intellectual Property Rights.
a. Ownership. As between you and Monarch, any and all copyright, patent, trademark, service mark and other intellectual property rights (“Intellectual Property”) associated with the Website, the Monarch Services or the Content are the sole property of Monarch or its affiliates. Such items are protected by Intellectual Property laws in the Unites States and in other countries. Elements of the Website, the Monarch Services and the Content are also protected by trade dress, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part. As between you and Monarch, all custom graphics, icons, logos, and other items that appear on the Website are trademarks, service marks, or trade dress of Monarch and its affiliates or licensors. Except as expressly provided herein, Monarch does not grant to You any express or implied rights to Monarch’s or any third party’s Intellectual Property. You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other Intellectual Property notice or legend appearing on the Website, the Monarch Services or the Content.
b. Copyright Statement. All Content of the Website and the Monarch Services are: Copyright ©, Monarch Specialty Group, LLC, 255 North Buffalo Grove Road, #7600, Buffalo Grove IL 60004. All rights not expressly granted are reserved.
10. Indemnification. You will indemnify, defend and hold Monarch, its affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach by You of (a) this Agreement. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and You agree to indemnify, defend and hold the Indemnified Parties harmless for any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees in connection therewith. You will also indemnify, defend and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of Your use of the information accessed from the Website or the Monarch Services.
a. Choice of Law; Dispute Resolution. This Agreement will be governed and interpreted pursuant to the laws of New York, United States of America, notwithstanding any principles of conflicts of law. The parties expressly waive and exclude the application of the Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods. You consent to, and agree that You are subject to, the jurisdiction of the state and federal courts of the State of New York with respect to any actions for enforcement of or breach of this Agreement brought by Monarch against You. Except in the case where a party is seeking injunctive relief or other equitable relief, the parties shall first attempt, promptly and in good faith, to resolve any disputes arising out of or relating to this Agreement through discussions between themselves at the operational level. In the event a resolution cannot be reached at the operational level, the disputing party shall give the other party written notice of said dispute and such dispute shall be negotiated between senior executives of the parties who have authority to settle the controversy. If the parties fail to resolve said dispute within thirty (30) days of the disputing party’s notice, a party may seek redress as follows. Any controversy or claim arising out of or in connection with this Agreement, or the alleged breach thereof that is not resolved by the foregoing procedure shall be resolved by Arbitration, in accordance with commercial Arbitration Rules of the American Arbitration Association then in effect. A single arbitrator shall be used, and the arbitrator shall have the sole discretion to determine the nature, extent and scope of discovery in the arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
b. Severability. If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
c. No Joint Venture. You agree that no joint venture, partnership, employment, or agency relationship exists between You and Monarch as a result of this agreement or use of the Website, the Monarch Services or the Content.
e. Equitable Relief. You hereby acknowledge that unauthorized disclosure or use of the Website, the Monarch Services, the Content or any Confidential Information would cause irreparable harm and significant injury to Monarch that may be difficult to ascertain. Accordingly, You agree that Monarch may seek immediate injunctive relief, without posting a bond or other security, to enforce Your obligations under this Agreement in addition to any other rights and remedies Monarch may have.
f. Entire Agreement. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and Monarch with respect to the Website, the Monarch Services and the Content. A printed version of this Agreement and of any notice given in electronic form shall be admissible in arbitration proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement and shall not modify or limit any of the terms thereof.
g. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any of such party’s obligations under this Agreement if such delay or failure arises from any cause or causes beyond the reasonable control of such party, including without limitation act of God, accident, earthquake, fire, flood, hurricane, tornado, storm or other weather condition, war, terrorism, cyberterrorism, hacking, sabotage, riot, civil disorder, act or decree of any governmental body, power or network failure, lockout, strike or other labor disturbance, illness, death or any other natural or artificial disaster. In the event of any such failure or delay, the parties shall use commercially reasonable efforts to perform as soon as practicable.
h. Assignment. You shall not assign, sublicense or otherwise transfer this Agreement in whole or in part, whether by way of merger, acquisition of stock or assets, operation of law or otherwise, without Monarch’s prior written approval. Any purported assignment in violation of the foregoing shall be null and void. Monarch may assign, sublicense or otherwise transfer this Agreement in whole or in part, whether by way of merger, acquisition of stock or assets, operation of law or otherwise, without Your prior written approval. This Agreement shall be binding upon and accrue to the benefit of any permitted successors and assigns.
This document was last updated on September 24, 2015.