TERMS AND CONDITIONS OF USE


Welcome to the Tokio Marine America platform created and operated by Tokio Marine America, Inc., to facilitate electronic insurance payments between Subscribers and Tokio Marine America, Inc. (the “Platform”). You are viewing these Terms and Conditions of Use (“Terms of Use”) because you desire to subscribe to the Platform (“Subscriber”).

In addition to the words defined above, you will notice that we capitalize certain words in these Terms of Use even though grammatical rules do not require. We do this because, in the context of these Terms of Use, these words have specific meanings found where the capitalized words are placed in bold text inside parentheses and quotation marks. If we use such a word before we define it, we provide a link to its definition. Certain additional words, whether or not capitalized, also have special meaning: the words “TMA”, “we”, “us” and “our”, means Tokio Marine America, Inc., acting on behalf of itself and, where applicable, its third party licensors; “you” and “your” refers to each individual human user accessing or causing access to the Platform, and even if the registration process was originally completed by, and log-in credentials issued to the entity or institution for which that individual works; “including” is exemplary meaning “including, without limitation” or “including, but not limited to”; “shall”, “will” and “must” are obligatory and require performance of the stated condition, etc.; “may” is permissive, imparting a right, but not an obligation, to perform.

Tokio Marine America is the marketing name for Tokio Marine Management, Inc. and Tokio Marine America insurance Company, a New York domiciled insurer admitted to write property and casualty insurance business in all 50 states, D.C. and Puerto Rico.


IMPORTANT NOTE TO BE READ BEFORE ACCESSING OR USING THE PLATFORM


Upon initial login, you may decide whether you accept and agree to these Terms of Use by using the buttons or check-box presented during the login process. Before you click indicating acceptance and prior to first access or use, carefully read all the provisions of these Terms of Use, as well as the terms of the TMA Privacy Policy (the “Privacy Policy”). After initial acceptance, you will continue to be bound by these terms each time you log in to the Platform. If you do not agree to all of the terms of these Terms of Use, do not click acceptance of its terms and stop the log-in process.


1. How it Works.

The Platform is offered to facilitate electronic policyholder insurance payments between Subscribers and TMA via ACH payment and/or credit card payment, as chosen by the Subscriber. In order to use access the Platform and exercise your rights under the License granted below, you will have to register and create an account (an "Account"). In doing so, you will: (a) submit only complete and accurate information to include valid credit card data or data for such alternative automatic payment options as we may accept (the "Account Information"); and (b) maintain and promptly update your Account Information if it changes. After agreeing to these Terms of Use, Subscribers are issued dual authentication credentials in the form of a unique user name and password (“Credentials”).

Once Credentials are issued, Subscribers have the ability to log-in to the Platform and make electronic policyholder insurance payments. As between TMA and Subscriber, Subscriber is solely responsible for all acts and omissions that occur under its Credentials. TMA is not liable for any damage or loss arising from a Subscriber’s failure to meet its obligations or arising from unauthorized use of its Credentials and TMA shall not be responsible for unauthorized use of your credit card or other account information (including, but not limited to, your name, billing address, and credit card number or expiration date). You are responsible for notifying us if you desire to cancel your Account.

2. Rights Granted to Subscribers.

Subject to these Terms of Use, we grant you a personal, revocable, non-exclusive, non-assignable and non-transferable license to access the Platform via your Account and display and perform, via the user interfaces, features and functions and content made available by us, solely to make electronic policyholder insurance payment associated with your Account (the “Platform Subscription”). Your rights under the License also includes the right to access, download, display and print the Documentation provided for the Platform as reasonably required in connection with your authorized use. “Documentation” means the online help and user guides we may publish and update from time to time and make available to Subscribers. You authorize TMA to share Account Information submitted by you with third parties as needed for the purposes of processing of ACH payments and/or credit card payments.

3. Acceptable Use; Prohibited Conduct.

You must not use or allow others to use the Platform, including under your Credentials. You are prohibited from copying (whether directly or by use of any “scraping” or related technology) any portion of the Platform or its content. You must not remove, modify or obscure any proprietary rights notices that we place on any component of the Platform. If you are required to provide a regulatory body with use of or access to the Platform, then such use and access must be subject to this Section and your confidentiality obligations and our rights under Federal Acquisition Regulation and Defense Federal Acquisition Regulations (or their state law equivalents and any successor regulations).

Your commitment to maintaining the strict confidentiality of the Platform, including the information contained thereon and your Credentials is a material condition of the Platform Subscription. Subscribers agree to: (a) immediately notify us of any unauthorized use of their Credentials or any other breach of the Platform’s security; and (b) ensure that they log-off and exit from their Accounts at the end of each session. If any employee, contractor, agent or representative of a Subscriber permissibly makes regular access to the Platform under the Platform Subscription, and such individual ceases to be an employee, contractor, agent or representative, you will immediately cease use of those Credentials and alert us in order that we may, if we determine, change those credentials. You acknowledge that the Platform may contain features and functionality (including codes that act as keys to “lock” and “unlock” access to the Platform) designed to render the Platform technologically incapable of being used except as permitted by these Terms of Use.

The only acceptable use of the Platform is that authorized by these Terms of Use. In order to ensure a secure environment for the use and enjoyment of the Platform, you are expressly prohibited from:

  • modify, translate, reverse engineer, decompile, disassemble or create derivative works based on, or improvements of the Platform;
  • creating Internet “links” to the Platform or “frame” or “mirror” the Platform thereon on any other server or wireless or Internet-based device.
  • using the Platform to violate any law, statute, ordinance or regulation including the laws and regulations governing export control, unfair competition, false advertising, consumer protection, issuance or sale of securities, child pornography, obscenity, trade in firearms, spamming, privacy, data transfer, and telecommunications;
  • using the Platform in a manner presenting a security risk or which should be reasonably known to cause interference with the continued operation of the Platform, our business, operations or services;
  • using the Platform in a manner that infringes another’s copyrights, patents, trademarks, service marks, trade names, trade secrets or other intellectual property rights or rights of publicity, including failing to obtain all required permissions to receive, upload, download, display, distribute, or execute programs or perform other works or derivative works protected by intellectual property laws or removing or altering applicable copyright, trademark, or patent notices;
  • using the Platform in a tortuous manner, including engaging in libel, defamation, harassment, misappropriation of trade secrets, intentional misrepresentation or fraud, publication of private information without the permission of the person(s) involved or encourages injury to persons or property;
  • introducing viruses or disabling code into the Platform including, trojan horses, trap doors, back doors, worms, time bombs, packet bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
  • intentionally omitting, deleting, forging or misrepresenting transmission information, including headers, return addressing information and IP addresses, in violation of applicable law;
  • using the Platform to gain illegal or unauthorized access to other computers or networks through hacking, breaching or testing the vulnerabilities of the user authentication or security of the Platform, network, server, network access, software or data; and
  • assisting in or permitting any persons to engage in any of the activities prohibited in this Section.

Breach of this Section is a material breach of these Terms of Use. We will not be responsible or liable for any loss or damage arising from your failure to comply with these Terms of Use.

4. Accessibility.

While we cannot guarantee that all the features and functions of the Platform will be fully accessible by all people with disabilities, we are committed to making Platform available to all our visitors, including those with disabilities, and have designed the Platform with accessibility in mind. You can help. If you notice any content, feature or function of the Platform that is not accessible to people with disabilities, please email us at DirectBillAcct@tokiom.com with the words “Disabled Access” in the subject line and provide a description of the specific feature you feel is not accessible or suggestion for improvement. We cannot promise that we will reply to your e-mail or make the changes you suggest, but we can assure you that we take your input seriously and will evaluate it in the context of our overall accessibility design.

5. No Confidential Information.

In the course of the Account registration process, and thereafter through use of certain Platform features or functions (such as “contact us” or forms for payment information) you may provide information to us which, in some cases, might include Personally Identifiable Information, as defined in our Privacy Policy. Our handling and use of all such Personal Information is governed by that Privacy Policy, In certain instances, we may allow you to contact us via phone to submit payment information to the Platform. In such instances we do not store or process such information outside the Platform OTHER THAN AS SET FORTH HEREIN, WE DO NOT OTHERWISE COLLECT, PROCESS, STORE OR TRANSMIT CONFIDENTIAL INFORMATION AND HAVE NO RESPONSIBILITY THEREFOR. The Platform provides a reasonably secure technology environment but we do not undertake any obligation to guarantee the security of the data uploaded or posted thereon or transmitted therefrom.

6. Disclaimer, Liability and Indemnity.

THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IF YOU ARE DISSATISFIED WITH THE PLATFORM, YOUR SOLE REMEDY IS TO DISCONTINUE ITS USE. YOU SHOULD NOT RELY ON THE PLATFORM TO MAINTAIN OR STORE DATA; YOU SHOULD RETAIN DATA IN YOUR OWN RECORDS FOR USE IN THE EVENT THE PLATFORM FAILS OR IS UNAVAILABLE, OR THE DATA OR INFORMATION IS LOST.

We control and operate the Platform from our offices and facilities located in the United States of America. We do not represent that the Platform or its content are appropriate or lawful for use in other locations. Users who choose to access the Platform from outside the United States as citizens of non-U.S. jurisdictions, do so of their own initiative, and are responsible for compliance with local laws, if and to the extent applicable.

We do not warrant that the Platform will operate in an uninterrupted or error-free manner or that the Platform is free of viruses or other harmful components. Except for the expressly granted Platform Subscription, nothing on the Platform or in any of the content it provides is or shall be deemed a grant of any right, title or interest, by license or otherwise, in or to any of TMA’s intellectual property or technology.

TMA is not a brokerage service, bank or financial institution and is not acting as a brokerage service, bank or financial institution or credit agency in connection with the electronic policyholder insurance payments made through use of the Platform. Any action taken on the Platform is and shall be solely to facilitate electronic policyholder insurance payments by Subscriber to TMA. You, as Subscriber, are responsible to ensure that your payments are received by TMA in a timely manner according to the terms of your insurance plan with TMA. Any dispute between TMA and you regarding any matter including, but not limited to, amount of payment, timing of payment, lack of payment, late-charges incurred, overdue and the like, shall be a matter exclusively between TMA and you pursuant to your policy. The Platform is merely providing an electronic payment service to facilitate policyholder insurance payments between TMA and Subscribers.

NEITHER TMA NOR ITS AFFILIATES NOR ANY OF THEIR AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR REPRESENTATIVES (the “TMA Parties”), SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING CLAIMS OF DEFAMATION, ERRORS, LOSS OF DATA, OR INTERRUPTION IN AVAILABILITY OF DATA), ARISING OUT OF OR RELATING TO YOUR USE OF, OR THE INABILITY TO USE, THE PLATFORM, ITS CONTENT, OR ANY RESOURCE THAT YOU ACCESS THROUGH THE PLATFORM.

You agree to defend, indemnify and hold the TMA Parties harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Platform, or your breach or violation of the law or of these Terms of Use. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

7. Links.

You may see on the Platform hyperlinks or pointers to other web sites maintained by third parties and we also may provide third party content on the Platform by framing or other methods (collectively, “Links” ). Links are provided for your convenience and information only. The fact that we provide a Link does not mean that we endorse, authorize or sponsor that web site or its offering or that we are affiliated with the third party owners or sponsors. Neither the web sites nor parties to which a Link will bring you are under our control and as such we are not responsible in any way for their availability, content, advertising, products or materials, including any further links their sites may contain. This means that once you follow a Link, you are no longer subject to our Privacy Policy. You should, therefore, carefully review the privacy statements and other conditions of use and sale related to any Links. We reserve the right to terminate a Link at any time without notice.

8. Intellectual Property Rights.

The logos, names and other similar marks (collectively, the "Trademarks") displayed on the Platform are registered and unregistered Trademarks of ours and our licensors and may not be used unless authorized by their owner. Nothing contained on the Platform should be construed as granting any such license or other right to use any Trademark. As between you and TMA, we are the exclusive owners of all right, title and interest, including intellectual property rights (including copyrights, patents and trademarks), proprietary rights (including trade secrets, data base rights and sui generis rights) and moral rights (including rights of attribution and authorship) throughout the world in and to Platform, all its content, the look and feel, design and organization of Platform, and the compilation of the content, code, data and materials thereon. If you send us feedback on the Platform or ideas or suggestions about how to modify or improve it (“Feedback”) you agree that such Feedback similarly becomes our property and may be used by us in any lawful manner. We are not responsible for maintaining records of Feedback you provide to us.

9. Third Party Content.

The Platform requires the use of software code, data or other content owned by and licensed from third parties (“Third Party Content”). We will include Third party Content as part of the Platform, and we will provide it to you on either a sublicense or pass-through basis subject to separate terms and conditions of its owners and licensors. We do not have the authority to modify those terms and conditions. In all events, you shall have the authority to grant you the rights granted under the License.

10. Term and Termination.

These Terms of Use apply to you at all times until we supersede and replace them. We may at any time terminate, change, suspend, add to or discontinue any aspect of the Platform itself, or your right to use it, without notice or liability to you. You shall remain liable for all obligations owed by you after the termination. Upon any suspension or termination, we may disable your access to the Platform.

11. Governing Law

These Terms of Use and the rights and obligations of the parties hereto including the provision and use of the Platform are governed by, and all disputes determined exclusively under the procedural and substantive laws of the State of New York, without regard to conflicts of laws provisions. The parties agree that any suit, action or legal proceeding relating to these Terms of Use or the Platform must be brought in the appropriate state or federal court of law or equity located in New York County, New York, U.S.A, and consent to the exercise of personal jurisdiction over them by such court. The foregoing choice of law and forum is a material term that induced TMA to offer the Platform and it would not have done so on other terms. The prevailing party in any dispute is entitled to recover reasonable legal fees and expenses.

12. Miscellaneous

Our failure to insist upon or enforce strict performance of any provision of these Terms of Use is not a waiver of any provision or right. The course of conduct between the parties will not modify these Terms of Use. We may assign our rights and duties under these Terms of Use to any party at any time without notice to you. You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to use of Platform or the Terms of Use must be filed by you within one year after such claim or cause of action arose or be forever barred. Should any provision of these Terms of Use be held to be unenforceable, the remaining provisions hereof shall remain in full force and effect. These Terms of Use constitute the complete agreement of the parties with respect to the subject matter hereof, and supersede all prior agreements and understandings in relation thereto.