Terms of Use

Welcome to Seasonalife Express (“EXPRESS”), an online form management service designed especially for insurance broker businesses. TheseTerms of Use are intended to explain our obligations as a service provider andYour obligations as a customer. Please read them carefully.

As used in this Agreement, “Seasonalife,” refers to Seasonalife Limited., a Hong Kong registered company, Room D-E, 10/F, InfotechCentre, 21 Hung To Road, Kwun Tong, Hong Kong and “Customer” refers to the company, government, or other entity on whose behalf you have entered into thisAgreement or, if there is no such entity, you as an individual.

These Terms are binding on any use of the Service and apply to You from the time that Seasonalife provides You with access to the Service.

The Service will evolve over time based on user feedback.These Terms are not intended to answer every question or address every issue raised by the use of the Service. Seasonalife reserves the right to change these terms at any time, effective upon the posting of modified terms and Seasonalifewill make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change overtime. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

These Terms were last updated at the close of business on 1Sep 2018.

1. Definitions

"Agreement"

means these Terms of Use.

"Access Fee"

means the monthly fee (excluding any taxes and duties)payable by You in accordance with the Fee Schedule.

“Claim”

has the meaning set forth in Section 8.

"Confidential Information"

Includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including theService but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

"Data"

means any data inputted by You or with Your authority into the Website.

“Evaluation Software”

means Software that is specified in an Order as provided under an evaluation license or a free trial license.

"Express"

means the same as the Service.

"Fee Schedule"

means the information relating to subscriptions and billing set out on the Service subscriptions and billing pages on the Website, or any other page(s) on the Website notified by Seasonalife, which may be updated or amended by Seasonalife from time to time.

“Feedback”

means all suggestions for improvement or enhancement, recommendations, comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by Customer (whether in oral, electronic or written form) to Seasonalife in connection with Seasonalife’s Software.  Feedback does not include any data, results or output created or generated by Customer using the Software, unless specifically submitted or communicated by Customer to Seasonalife as part of the Feedback.

“Free Software”

means Software that is specified in an Order as provided to Customer without charge (other than Evaluation Software).

“Government”

means an agency, department, or instrumentality of the Hong Kong government.

"Intellectual Property Right"

means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"Invited User"

means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.

“Purchased Software”

means Software that is licensed to Customer and for whichCustomer has paid a License Fee to Seasonalife.

"Service"

means the online form management services made available(as may be changed or updated from time to time by Seasonalife) via the Website.

“Software”

means the Software products listed in an Order and any Enhancements there to made available to Customer by Seasonalife."Subscriber"

means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

"Website"

means the Internet site at the domain express.seasonalife.com or any other site operated by Seasonalife.

"You"

means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.

2. Use of Software

Seasonalife grants You the right to access and use theService via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between theSubscriber and the Invited Users, or any other applicable laws:

1. the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service thatInvited User has;

2. the Subscriber is le for all Invited Users’ use of the Service;

3. the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;

4. if there is any dispute between a Subscriber and anInvited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.

3. Your Obligations

1. Payment obligations:

An invoice for the Access Fee will be issued each month in accordance with the details set out in the Fee Schedule. Seasonalife will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 8.

All Seasonalife invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the FeeSchedule. You are responsible for payment of all taxes and duties in addition to the Access Fee.

2. Preferential pricing or discounts:

You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of organisations that You have added to the Service or that have been added with Your authority or as a result of Your use of the Service ('Organisations'). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Organisations. Without prejudice to any other rights that Seasonalife may have under these Terms or at law, Seasonalife reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organisations in the event that any invoices for those Access Fees are not paid in full in accordance with the requirements set out in the Fee Schedule.

3. General obligations:

You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Seasonalife or condition posted on the Website. You may use theService and Website on behalf of others or in order to provide services to others but if you do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

4. Automated Bank transaction data delivered intoYour Seasonalife account:

Where available, automated bank account transaction data feeds are generally provided to You free of charge. However, Seasonalife reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at Seasonalife’s sole discretion. Seasonalife would first inform You via email to indicate what those charges are likely to be (as such charges may vary depending on Your bank and Your volume of bank feeds). You have the option to decide to discontinue use of automated bank feeds at anytime. To exercise this option, you must give Seasonalife sufficient prior notice of which automated bank account transaction data feeds you want to discontinue. Upon receiving such notice Seasonalife will arrange for such feeds to be terminated in accordance with each bank’s usual practices.

5. Access conditions:

1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Seasonalife of any unauthorised use of Your passwords or any other breach of security and Seasonalife will reset Your password and You must take all other actions that Seasonalife reasonably deems necessary to maintain or enhance the security of Seasonalife’s computing systems and networks andYour access to the Services.

2. As a condition of these Terms, when accessing and usingthe Services, You must:

i. not attempt to undermine the security or integrity of Seasonalife's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;

ii. not use, or misuse, the Services in any way which mayimpair the functionality of the Services or Website, or other systems used todeliver the Services or impair the ability of any other user to use theServices or Website;

iii. not attempt to gain unauthorised access to any materials other than those to which You have been given permission to access or to the computer system on which the Services are hosted;

iv. not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and

v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

6. Usage Limitations:

Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against Seasonalife’s application programming interface. Any such limitations will be advised.

7. Communication Conditions:

As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including(but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).

When You make any communication on the Website, You represent that You are permitted to make such communication. Seasonalife is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Seasonalife does reserve the right to remove any communication at any time in its sole discretion.

8. Indemnity:

You indemnify Seasonalife against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Seasonalife, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

4. Confidentiality and Privacy

1. Confidentiality:

 Unless the relevant party has the prior writtenconsent of the other or unless required to do so by law:

1. Each party will preserve the confidentiality of all ConfidentialInformation of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make anyConfidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

2. Each party's obligations under this clause will survivetermination of these Terms.

3. The provisions of clauses 4.1.1 and 4.1.2 shall notapply to any information which:

i. is or becomes public knowledge other than by a breach ofthis clause;

ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

iv. is independently developed without access to the Confidential Information.

2. Privacy:

Seasonalife maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at www.seasonalife.com/privacy/ and You will be taken to have accepted that policy when You accept these Terms.

5. Intellectual Property

1. General:

Title to, and all Intellectual Property Rights in theServices, the Website and any documentation relating to the Services remain the property of Seasonalife (or its licensors).

2. Ownership of Data:

Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Seasonalife Access Fee when due. You grant Seasonalife a license to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.

3. Backup of Data:

You must maintain copies of all Data inputted into theService. Seasonalife adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Seasonalife expressly excludes liability for any loss of Data no matter how caused.

4. Third-party applications and your Data.

If You enable third-party applications for use in conjunction with the Services, You acknowledge that Seasonalife may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Seasonalife shall not be responsible for any disclosure, modification or deletion of YourData resulting from any such access by third-party application providers.

6. Warranties and Acknowledgements

1. Authority:

You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the ServiceYou bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

2. Acknowledgement:

You acknowledge that:

1. You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of theWebsite and the Services (whether that information and Data is Your own or that of anyone else).

2. Seasonalife has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether body corporate or otherwise) you agree that:

i. You are responsible for ensuring that You have the right to do so;

ii. You are responsible for authorising any person who is given access to information or Data, and you agree that Seasonalife has no obligation to provide any person access to such information or Data withoutYour authorisation and may refer any requests for information to You to address; and

iii. You will indemnify Seasonalife against any claims or loss relating to:

i. Seasonalife's refusal to provide any person access toYour information or Data in accordance with these Terms,

ii. Seasonalife’s making available information or Data toany person with Your authorization.

3. The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.

4. Seasonalife does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Seasonalife is not in any way responsible for any such interference or prevention of Your access or use of the Services.

5. Seasonalife is not a representative of any Authorised Insurers and is not responsible of constitute any advices to a policy holder or potential policy holder on insurance matters by use of the Services.

6. Seasonalife is not a representative of any Insurance brokers and is not responsible of constitute any advices to a policy holder or potential policy holder on insurance matters by use of the Services.  If You, as an Insurance broker, use the Services to provide advice to a policy holder or potential policy holder on insurance matters, You are governed by Part X of the Insurance Ordinance (Cap.41) (“IO”).

7. You remain solely responsible for complying with all relevant codes/circulars/guidelines issued by the InsuranceAuthority or other regulatory bodies. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

3. No warranties:

The Services are provided "as is"and on an "as available" basis, without warranty or condition of any kind, either express or implied. Although Seasonalife seeks to maintain safe, secure, accurate, and well-functioning services, we cannot guarantee the continuous operation of or access to our Services, and there may at times be inadvertent technical or factual errors or inaccuracies.

i. No Warranties. Seasonalife specifically(but without limitation) disclaims (i) any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement; and (ii) any warranties arising out of course-of-dealing, usage, or trade. You assume all risk for any/all damages that may result from your use of or access to the Services. Seasonalife is not responsible for the loss of, damage to, or unavailability of any information you have made available through the Services, and you are solely responsible for ensuring that you have backup copies of any information you have made available through the Services.

ii. No Guarantee of Accuracy. Seasonalife does not guarantee the accuracy of, and disclaims all liability for, any errors or other inaccuracies in the information, content, recommendations, and materials made available through the Services.

iii. No Warranties Regarding Third Parties. Seasonalife makes no representations, warranties, or guarantees, express or implied, regarding any third-party service or advice provided by a third party, or any quotes or offers provided through the Services.

4. Consumer guarantees:

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

7. Limitation of Liability

1. To the maximum extent permitted by law, Seasonalife excludes all liability and responsibility to You (or any other person) in contract, tort(including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.

2. If You suffer loss or damage as a result of Seasonalife's negligence or failure to comply with these Terms, any claim by You against Seasonalife arising from Seasonalife's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid byYou in the previous 12 months.

3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

8. Termination

1. Trial policy

When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using theServices thereafter, You will be billed when You first add Your billing details into the Services, as set out in more detail in the Fee Schedule. If You choose not to continue using the Services, You may notify Seasonalife via email to support@seasonalife.com.

2. Prepaid Subscriptions

Seasonalife will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.

3. No-fault termination:

These Terms will continue for the period covered by theAccess Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month’s advance written notice. If You elect to terminate these Terms by providing one month's’ advance written notice, You shall be liable to pay all relevant Access Fees up to and including the day of termination of these Terms.

4. Breach:

If You:

a. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

b. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or

c. You or Your business become insolvent or Your business goes into liquidation 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,

Seasonalife may take any or all of the following actions, at its sole discretion:

d. Terminate this Agreement and Your use of the Services and the Website;

e. Suspend for any definite or indefinite period of time,Your use of the Services and the Website;

f. Suspend or terminate access to all or any Data.

g. Take either of the actions in sub-clauses (d), (e) and(f) of this clause 8(4) in respect of any or all other persons whom You have authorised to have access to Your information or Data.

For the avoidance of doubt, if payment of any invoice forAccess Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in accordance with the requirements set out in the Fee Schedule, Seasonalife may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.

5. Accrued Rights:

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and

2. immediately cease to use the Services and the Website.

6. Expiry or termination:

Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.

9. Help Desk

1. Technical Problems:

In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Seasonalife. If You still need technical help, please check the support provided online by Seasonalife on the Website or failing that email us at support@seasonalife.com.

2. Service availability:

Whilst Seasonalife intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.

If for any reason Seasonalife has to interrupt the Services for longer periods than Seasonalife would normally expect, Seasonalife will use reasonable endeavours to publish in advance details of such activity on theWebsite.

10. General

1. Entire agreement:

These Terms, together with the Seasonalife Privacy Policy and the terms of any other notices or instructions given to You under theseTerms of Use, supersede and extinguish all prior agreements, representations(whether oral or written), and understandings and constitute the entire agreement between You and Seasonalife relating to the Services and the other matters dealt with in these Terms.

2. Waiver:

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

3. Delays:

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

4. No Assignment:

You may not assign or transfer any rights to any other person without Seasonalife's prior written consent.

5. Governing law and jurisdiction:

Governing Law. The rights and obligations of the parties and all interpretations and performance of this Agreement shall be governed by and construed in accordance with the laws of Hong Kong SAR, China, without regard to conflicts of laws principles. THE PARTIES WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.

6. Severability:

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

7. Notices:

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Seasonalife must be sent to support@seasonalife.com or to any other email address notified by email to You by Seasonalife. Notices toYou will be sent to the email address which You provided when setting up Your access to the Service.

8. Rights of Third Parties:

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

** It is necessary ?? **11. Seasonalife’s Responsibilities

1. Service Subscriptions:

Subject to Customer’s compliance with thisAgreement, Seasonalife will make the applicable Services available to Customer during the Subscription Term. Seasonalife will provide Support for the applicable Services to Customer during the Subscription Term at no additional charge. During the Subscription Term and any subsequent renewal periods, Seasonalife will use commercially reasonable efforts to make the Services available according to Seasonalife’s Service Level Schedule, which is available athttp://splunk.com/goto/splunkcloud_sls, and subject to planned downtime and any unscheduled emergency maintenance according to Seasonalife’s Maintenance Policy referenced in the Seasonalife Service Level Schedule.

2. Security and Protection of Customer Content:

Seasonalife will maintain a security program materially in accordance with industry standards that is designed to(i) ensure the security and integrity of Customer Content; (ii) protect against threats or hazards to the security or integrity of Customer Content; and (iii)prevent unauthorised access to Customer Content. As part of this program, Seasonalife will maintain the administrative, physical and technical safeguards to protect the security of Customer Content that are described in the applicableDocumentation. Seasonalife’s security safeguards include, without limitation, measures for preventing access, use, modification or disclosure of Customer Content by Seasonalife personnel except (a) to provide the Services and preventer address service or technical problems, (b) as Customer expressly permits in writing.  In no event during aSubscription Term shall Seasonalife materially diminish the protections provided by the controls set forth in the Security Audit.

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