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T-COBRAWEB End User License Agreement

T-COBRAWEB End User License Agreement

This T-COBRAWEB End User License Agreement (the “EULA”) is hereby presented by Travis Software Inc. (“Travisoft”), the provider of the T-COBRAWEB Internet-based service (“T-COBRAWEB”) use and is a legal agreement between you (either you as an individual or a single legal entity and referred to as “End User” or “you” or “your”) and Travis Software (“Travisoft”). This EULA, along with your Order Form, Business Associate Agreement and other documents comprising of this Agreement, have specific conditions of use (this “Agreement”). The following information applies to your use of T-COBRAWEB and optional Modules, if any, made available to you through this Web site and is the current version of the Terms and Conditions of Use:

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE AND ACCEPT ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT AND OF THE ORDER FORM, WHICH GOVERNS YOUR USE OF THE T- COBRAWEB ONLINE SERVICE (THE “SERVICE”). YOU AGREE THAT THIS LICENSE AGREEMENT AND ORDER FORM ARE ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE T-COBRAWEB. IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AND YOU WILL NOT BE ALLOWED TO USE THE SERVICE.

This Agreement is effective between the End User and Travisoft as of the date of accepting this Agreement.

Once you accept the terms and conditions of the Agreement, Travisoft will provide you access to the Service, including a browser interface and data encryption, transmission, and storage. Your registration for, or use of, the Service shall be your acceptance to be bound by the Agreement, including any materials available on T- COBRAWEB incorporated by reference herein. Such materials may include, but are not limited to T-COBRAWEB’s privacy and security policies. For additional reference, a Definitions section is included at the end of the Agreement.

Subscription to this Service is provided as set out in the Order Form sheet.

1.  Users and Logins

Travisoft requires a license for each User who may then access, search and display the Customer Data provided by T-COBRAWEB. T-COBRAWEB identifies four (4) types of Users: (i) Site-User(s), (ii) Call-Center User(s), (iii) Client/Employer User(s), and (iv) Broker User(s). Depending on terms outlined in the Order Form, not all User types may be available. In addition, certain Service Subscriptions allow a T-COBRAWEB Customer to choose to allow a Qualified Beneficiary (“QB”) to access the system through a QB Login and view entries pertaining to their own record(s). In such a case, a unique Username and password is provided/created for each User, allowing the User to have singular access to use the system at any given time.

A Site User is an employee of the T-COBRAWEB Customer that is given a “Site User Login” and assigned a level of system usage by the T-COBRAWEB Customer’s System Administrator, and may be authorized to full access of all records or those of a defined set of Employer(s) records, as determined by the T-COBRAWEB Customer’s Supervisory Administrator. A Call-Center User is an employee of the T-COBRAWEB Customer that is given a “Call Center User Login” and assigned that level of system usage by the T-COBRAWEB Customer’s Supervisory Administrator, and is authorized for “view only” access to QB records and entering notes in QB(s) records for one, a group or all clients of the T-COBRAWEB Customer, as determined by the T-COBRAWEB Customer’s Supervisory Administrator. A Client/Employer User is an employee of the T-COBRAWEB Customer’s clients (an employer for whom the T-COBRAWEB Customer is performing COBRA services) who is provided a “Client/Employer User Login” by the T-COBRAWEB Customer’s Supervisory Administrator and is authorized to use the Service in a limited fashion, as permitted by the T-COBRAWEB Customer’s Supervisory Administrator, so that they may access, view, and/or enter certain types of data and produce certain reports pertaining to the Client/Employers to whom they are assigned. A Broker User is one that brings a “book of business” to the T-COBRAWEB Customer and is given a “Broker User Login” and, as permitted by the T-COBRAWEB Customer’s Supervisory Administrator, may access, view, and/or enter certain types of data and produce certain reports pertaining to the Client/Employers to whom they are assigned. A “QB Login(s)” allows a Qualified Beneficiary (“QB”), if permitted by the T-COBRAWEB Customer, to access records about themselves in the T-COBRAWEB system. Such QB Login(s) may also, if further permitted by the T-COBRAWEB Customer, allow such QB the ability to make limited payment entries pertaining to their own record(s) via an independent third-party vendor.

All Site Users and Client/Employer Users in the T-COBRAWEB system are expressed as a User code linked to such individual’s email address that must be unique from all other Site Users or Client/Employer Users, respectively, employed by the assigning T-COBRAWEB Customer. If Travisoft determines, in its sole discretion, that the Client/Employer Login(s) established by/on behalf of a particular T-COBRAWEB Customer is not being used in accordance to this EULA, such T-COBRAWEB Customer may be charged a Site User Fee for any infringing Client/Employer Login(s).

2.  Privacy & Security; Disclosure

The T-COBRAWEB Privacy and Security policies may be viewed at http://www.travisoft.com/security-and- technology. Travisoft reserves the right to modify the Privacy and Security policies in its reasonable discretion from time to time. Users, after they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from the Service from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference in the manner prescribed on T-COBRAWEB’s website. Note that because the Service is a hosted, online application, Travisoft occasionally may need to notify all users of the Service and those to whom Client/Employer Logins and QB Logins have been given (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.

3.  License Grant & Restrictions

Travisoft hereby grants the End User a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of the Agreement. All rights not expressly granted to herein shall be reserved by Travisoft. Unless otherwise provided in the applicable Order Form, access to this Service is purchased as a subscription.

Travisoft warrants that it is the true and lawful owner and/or licensing agent of the Service, together with any and all corrections, modifications, improvements, updates and new versions thereto and thereof, with full power and authority to license the same to Licensee as provided in the Agreement. Travisoft will hold harmless Licensee from and against any claims that are brought against T-COBRAWEB Customer should the warranty provided in the foregoing sentence be materially untrue.

End User shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) outsource use of T-COBRAWEB as a “service bureau”, or functional equivalent, that provides non-Site Users access to T-COBRAWEB under your License; (iv) “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (v) reverse engineer or access the Service in order to (A) build a competitive product or service, (B) build a product using similar ideas, features, functions or graphics of the Service, or (C) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one User.

End User is entitled to access T-COBRAWEB only during the term of this Agreement. You may use T-COBRAWEB for your own internal use or on behalf of your clients in the normal course of your business and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

4.  Your Responsibilities

The End User is responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. End User shall: (i) notify the Service immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to the Service immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another T-COBRAWEB User or provide false identity information to gain access to or use the Service.

T-COBRAWEB is in no way a substitute for assistance from legal, tax, accounting, or other qualified professionals. If legal advice or other expert assistance is required, the services of a competent professional person should be sought.

5.  Account Information and Data

Travisoft does not own any Customer Data, information or material that you submit to the Service in the course of using the Service. You, not Travisoft, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Travisoft shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event the Agreement is terminated (other than by reason of your breach), Travisoft will, upon your written request, make available to you a file of the Customer-Entered Data within thirty (30) days of termination. Unless you make a written request to Travis, your right to access or use Customer Data will then terminate, and Customer Data will be destroyed.

Travisoft reserves the right to withhold and/or discard Customer Data (including Letter Data) without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases. Travisoft shall have no obligation to maintain or forward any Customer Data, and Customer Data will be destroyed.

6.  Intellectual Property Ownership

Travisoft alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the T-COBRAWEB Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. The Agreement is not a sale and does not convey to End User any rights of ownership in or related to the Service, the T-COBRAWEB Technology or the Intellectual Property Rights of Travisoft. The T-COBRAWEB name, the T-COBRAWEB logo, and the product names associated with the Service are trademarks of Travisoft or third parties, and no right or license is granted to use them.

7.  Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between End User and the applicable third-party. T-COBRAWEB and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between End User and any such third-party. Travisoft does not endorse any sites on the Internet that are linked through the Service. Travisoft provides these links to End User only as a matter of convenience, and in no event shall Travisoft or its licensors be responsible for any content, products, or other materials on or available from such sites. Travisoft provides the Service to End User pursuant to the terms and conditions of the Agreement. End User recognizes, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

8.  Charges and Payment of Fees

Before Travisoft grants or continues to grant End User a License to use T-COBRAWEB, End User shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms that are in effect at the time a fee or charge is due and payable, as provided on your Order Form. The initial charges based on your system configuration, plus any optional Modules will be quoted on the Order Form.

Payments for the License Term are to be made annually as indicated on the approved Order Form , or as otherwise mutually agreed upon. End User is responsible for paying for all fees as ordered for the entire applicable License Term, whether or not such Services are actively used. End User must provide Travisoft with valid payment via bank check or wire transfer. An authorized User may add additional services to the T- COBRAWEB subscription at any time by executing an additional written Order Form. Any such added Services, including add-on Modules, will be subject to the following: (i) added services or optional Modules, will be coterminous with the preexisting Term (either Initial Term or Renewal term); (ii) the fee for the added services, optional Modules will be of the then current, generally applicable fees; (iii) services added in the middle of a billing period will require payment for the Module, User(s), Service Upgrade, or combination thereof for the remaining portion of the License Term on a pro-rata basis. Travisoft reserves the right to modify its fees and charges for the Service, to become effective at the beginning of the next License Term, and to introduce new charges which notice may be provided by letter or e-mail. All pricing terms are confidential, and End User agrees not to disclose them to any third party, except as required by law.

9.  Billing and Renewal

Notwithstanding Section 8, Travisoft charges and collects in advance for use of the Service. Travisoft will issue an invoice to you for the entire 12-month License Term to be paid as a single-payment and receipt of this payment is required for continued T-COBRAWEB access, or as otherwise mutually agreed upon. This annual invoice will be based on the fee structure outlined in the annual order form. Two months prior to the expiration of the current License Term, if Travisoft seeks to extend your use of the Service, Travisoft will send you a new invoice outlining the new term and fee structure.

Such renewal shall be effective immediately upon the expiration of the ending License Term unless written notice is provided by the End User of their intent to suspend services. Travisoft’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Travisoft’s income. All amounts payable under this Agreement will be due thirty (30) calendar days from the date of each invoice or as outlined on the Order Form , with past due amounts not otherwise disputed in good faith subject to additional late fees. Travisoft reserves the right to revise its charges and billing practices at any time without notice effective at the end of the term.

End User agrees to provide Travisoft with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. agree to update this information within ten (10) business days of any change to it. If the contact information you have provided is false or fraudulent, Travisoft reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless Travisoft in its discretion determines otherwise, End Users will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes. If you believe your bill is incorrect, you must contact us in writing within fifteen (15) business days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

10.  Non-Payment and Suspension

In addition to any other rights granted to Travisoft herein, Travisoft reserves the right to suspend or terminate (i) the Agreement, (ii) your access, (iii) all User login(s) to the Service if your account becomes delinquent (falls into arrears). An account is considered delinquent if payment for fees for the account imposed, is not received by Travisoft on or before ten (10) calendar days after their due date. Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance which is more than fifteen (15) business days in arrears, or the maximum permitted by law, whichever is less, plus all expenses of collection. End User will continue to be charged for User licenses during any period of suspension. If you or Travisoft initiates termination of this Agreement, End User will be obligated to pay the balance owed on your account for the entire License Term, which will be computed in accordance with Section 10 End User agrees that Travisoft may bill you for such unpaid fees, and you agree to pay only fees so charged or billed.

Travisoft reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Travisoft has no obligation to continue your access to the Service and to Customer Data, and that, if your account is ten (10) days or more delinquent, Customer Data may be removed from the Service, and you also agree that Travisoft, at its sole discretion, may elect or not elect to allow you to reconnect to the Service if your usage is suspended.

11.  Termination upon Expiration

The Agreement commences on the Effective Date and will continue for a period of the Initial Term which shall commence on the later of the date (i) End User complete and deliver to Travisoft your Order Form or (ii) Travisoft receives your initial annual fee. The submission of your first payment thereby asserts that you agree to make timely payment for all fees and for any such additional terms as may be agreed pursuant to the Agreement.

As long as End User complies with the terms of this Agreement, Travisoft grants you a non-exclusive license to use T-COBRAWEB for the purposes described in the product documentation. Upon the expiration of the Initial Term, the Agreement will automatically renew for successive Renewal Terms either (i) equal in duration to the Initial Term at the Service’s then current fees, or (ii) a longer term that is mutually agreed upon by both parties that is expressed in an Addendum to the Agreement, which will be based on the then current Service fees.

In addition to Travisoft’ rights granted in Section 10 of this EULA, and subject to your obligation to make payment during the period of the Initial Term, either Party may terminate effective only upon the expiration of the then current License Term, by notifying the other party in writing at least one-hundred and twenty (120) calendar days prior to the expiration of the current License Term. The License Term will automatically terminate if End User fails to comply with any term or condition of this Agreement. In the event that the Agreement terminates, you remain obligated to pay for full payment of the remaining total 3-year contract value. Upon Termination, cancellation fees will be based on your current life count or the count at the beginning of the current contract year; whichever is greater. If the Agreement is terminated (other than by reason of your breach), once all fees invoiced are paid, Travisoft will, upon your request (written or verbal), make available to End User an electronic file of the Customer-Entered Data within thirty (30) calendar days of such request (only if Travisoft has received full and final payment under this Agreement).

End User agrees and acknowledges that Travisoft has no obligation to retain the Customer Data, and may delete such Customer Data, upon termination, or as otherwise herein provided. Termination in no way entitles End User to a refund. Upon your default in the payment of any money due under the Agreement or upon your breach of any term or condition of the Agreement, Travisoft shall have the right, but not the obligation, in its sole discretion, to accelerate the due date of any payments due under the Agreement.

12.  Termination for Cause

Any breach of your payment obligations or unauthorized use of the T-COBRAWEB Technology or Service will be deemed a material breach of the Agreement. Travisoft may, in its sole discretion, terminate your right to access or use the Service, including the termination of your password(s), account information if you breach or otherwise fail to comply with the Agreement. Termination in no way entitles End User to a refund. If termination occurs, Travisoft may recover, in addition to any rights and remedies, the sum of (i) unpaid charges outstanding, (ii) the applicable charges through the end of the License Term of the Agreement, and (iii) reasonable attorneys’ fees. All remedies provided to Travisoft in the Agreement are cumulative and Travisoft shall not be subject to election of remedies.

13.  Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into the Agreement. Travisoft represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will be available substantially in accordance with the T-COBRAWEB Service Level Availability Statements as found in the T-COBRAWEB website under normal use and circumstances. End User represents and warrants that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

14.  Indemnification

End User shall defend, indemnify and hold harmless, Travisoft, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all actions, causes of action, claims, suits, and demands whatsoever, and from all costs, damages, charges, debts, fines, government investigations, proceedings, losses, liabilities and expenses whatsoever, (including attorneys’ fees and costs related to any litigation or other defense of any claims) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by End User of your representations and warranties; or (iii) a claim arising from the breach by End User or your Users of the Agreement, provided in any such case that Travisoft (A) gives written notice of the claim promptly to you; (B) gives End User sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Travisoft of all liability and such settlement does not affect Travisoft’s business or the Service); (C) provides to End User all available information and assistance; and (D) has not compromised or settled such claim.

Travisoft shall indemnify and hold End User and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Travisoft of its representations or warranties; or (iii) a claim arising from breach of the Agreement by Travisoft; provided that End User (A) promptly give written notice of the claim to Travisoft; (B) give Travisoft sole control of the defense and settlement of the claim (provided that Travisoft may not settle or defend any claim unless it unconditionally releases you of all liability); (C) provide to Travisoft all available information and assistance; and (D) have not compromised or settled such claim. Travisoft shall have no indemnification obligation, and End User shall indemnify Travisoft pursuant to the Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s), where the Service would not have otherwise infringed on its own. Travisoft will not be responsible for performance problems due to circumstances beyond its control. THE FOREGOING STATES THE ENTIRE LIABILITY OF TRAVISOFT AND YOUR SOLE REMEDY FOR INFRINGEMENT OR FOR ANY BREACH OF WARRANTY OF NON-INFRINGEMENT, EXPRESS OR IMPLIED.

15.  Disclaimer of Warranties

TRAVISOFT AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY EITHER EXPRESS OR IMPLIED, AS TO THE RELIABILITY, TIMELINESS, QUALITY, PERFORMANCE, MERCHANTABILITY, FITTNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. TRAVISOFT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (i) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (iii) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (v) ERRORS OR DEFECTS WILL BE CORRECTED, OR (vi) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY TRAVISOFT AND ITS LICENSORS. END USER ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE. TRAVISOFT SALESPERSONS OR OTHER PERSONNEL MAY HAVE MADE STATEMENTS ABOUT THE SERVICE, BUT ANY SUCH STATEMENT DOES NOT CONSTITUTE A WARRANTY AND WILL NOT BE RELIED ON BY YOU IN DECIDING WHETHER TO PURCHASE A LICENSE FOR THE SERVICE.

16.  Internet Delays

THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TRAVISOFT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

17.  Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF TRAVISOFT AND ITS LICENSORS EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM END USER IN THE LAST 12 MONTHS IN EFFECT AT THE TIME THE EVENT GIVING RISE TO SUCH CLAIM OCCURRED. IN NO EVENT SHALL EITHER TRAVISOFT AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, INACCURACY, ERROR OR OMISSION, OR THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY INTERRUPTION OF THE SERVICE, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.  Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

19.  Local Laws and Export Control

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. Users of this site (“USERS”) or a person utilizing this site via a “Client/Employer Login” or “QB Login” acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, End User represents and warrants that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. End User agrees to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

Travisoft and its licensors make no representation that the Service is appropriate or available for use in other locations. If End User uses the Service from outside the United States of America and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

20.  Notice

Travisoft may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Travisoft’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Travisoft’s account information. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). End User may give notice to Travisoft (such notice shall be deemed given when received by Travisoft) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Travisoft at the following addresses (whichever is appropriate): Travis Software Inc., 127 Osigian Boulevard, Warner Robins, Ga. 30188, addressed to the attention of: Managing Director.

21.  Assignment

Nothing express or implied in the Agreement confers the right to sell, assign, disclose, sublicense, transfer, furnish or redistribute your interests in the Service to any other person, firm, corporation, or entity without the prior written approval of Travisoft and any such assignment must be signed by both parties. If the T-COBRAWEB Customer undergoes a Change of Control, as defined by the Internal Revenue Code, such event shall be considered an Assignment for purposes of this Agreement. End User may not permit any other party to use the Service for any illegal purposes. Any transfer may be subject to a transfer fee, as determined on an individual basis in Travisoft’s sole discretion. Notwithstanding the previous sentence, Travisoft reserves the right, in its sole discretion, to assign or transfer its rights in this Agreement to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

22.  General

The Agreement shall be governed by Delaware law and, if applicable, any controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with the Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of the Agreement. Travisoft reserves the right to modify the terms and conditions of the Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of the Agreement on the Service. End User is responsible for regularly reviewing the Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Travisoft as a result of the Agreement or use of the Service. The failure of Travisoft to enforce any right or provision in the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Travisoft in writing. The Agreement, together with any applicable Order Form, comprises the entire agreement between End User and Travisoft and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Time is of the essence of the Agreement.

23.  Confidentiality

During this Agreement negotiation process and subsequent term of this Agreement and thereafter, except as specifically provided herein and/or to the extent reasonably necessary to perform its obligations or exercise or enforce its rights hereunder, neither party shall provide or disclose to any third party, or itself use, unless authorized in writing to do so by the other party or properly directed or ordered to do so by public authority, any information or matter that (i) constitutes or concerns this Agreement negotiation process and/or terms and conditions of this Agreement, (ii) is provided to it by the other party hereunder or as a result hereof, or (iii) regards any dealings or negotiations with the other party related to this Agreement. Except with respect to information or matter constituting or concerning the terms and conditions of this Agreement or regarding any dealings or negotiations between the parties hereunder, the parties will have no confidentiality obligation under this Section 23, with respect to any information or matter specified herein that (i) is already known to them, (ii) is rightfully disclosed to them by a third party that is not acting as an agent or representative for the other party, (iii) is independently developed by or for them, (iv) is publicly known, or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the parties. Any party claiming an exception to this Section 23 hereof shall have the burden of proving the basis for the exception. The parties shall follow the same procedures to insure their compliance with the requirements of this Section 23 hereof as they follow to protect their own confidential and proprietary information and matter of a similar nature.

24.  Miscellaneous

  • Travisoft retains all rights not expressly granted to you in this Agreement. The Service is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Nothing in this Agreement constitutes a waiver of Travisoft’s rights under the applicable copyright law. This license is non-exclusive.
  • Except as expressly provided above, this Agreement, or any part thereof, cannot be changed, waived, or discharged other than by a statement in writing signed by End User and Travisoft.
  • If any of the provisions within the EULA and Order Form are contradictory or inconsistent, then the provisions of the Order Form shall control to the extent necessary to resolve such contradiction.
  • If a court of competent jurisdiction declares any section of this Agreement to be invalid, unlawful or unenforceable as drafted, such section will be amended and construed in a manner designed to effectuate the purposes of the section to the fullest extent permitted by law. If such section cannot be so amended and construed, it shall be severed and the remaining sections will remain unimpaired and in full force and effect to the fullest extent permitted by law.
  • The Sections captioned in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement.

25. Definitions As used in the Agreement and in any Order Forms now or hereafter associated herewith:

  • “Agreement” means the agreement between End User and Travisoft that consists of the (i) EULA, (ii) online terms of use, (iii) any Order Forms, (iv) Business Associate Agreement, and (v) any materials available on the T-COBRAWEB website specifically incorporated by reference herein, as such materials, including the terms of the Agreement, may be updated by Travisoft from time to time in its sole discretion; All prior agreements and all oral or collateral representations, agreements, and understandings are superseded by this Agreement.
  • “Broker User” means a User authorized to use the Service in a limited fashion, as permitted by the T- COBRAWEB Customer, so that they may access, view, and/or enter certain types of Customer-Entered Data and produce certain reports pertaining to the client/employers to whom they are assigned.
  • “Call-Center User” means a User that is authorized to access records as “view-only” and input notes in QB(s) records for one or multiple clients of the T-COBRAWEB Customer.
  • “Client/Employer User” means a User authorized to use the Service in a limited fashion that (i) must not be an employee of the T-COBRAWEB Customer and (ii) must be an employee of the applicable Client/Employer of the T-COBRAWEB Customer.
  • “Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service.
  • “Customer-Entered Data” means any data, information, or material provided or submitted by you r Users to the Service in the course of using the Service.
  • “Customer Data” means (i) Customer-Entered Data, and (ii) Letter Data.
  • “Data” means electronic data and information submitted by or for End User to the Purchased Services or collected and processed by End User or for End User using the Purchased Services.
  • “Effective Date” means the first day as outlined on the Order Form.
  • “Initial Term” means, the period specified in the Order Form or if no Initial Term is specified in the Order Form, the initial twelve (12) month period that begins with the later of the date (i) you complete and deliver to Travisoft your Order Form, or (ii) Travisoft receives your initial fee, and ends as of the date that such twelve (12) month period expires, during which you are obligated to pay for entitlements and services as outlined on your Order Form.
  • “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
  • “Letter Data” means any letters that are produced, generated, and/or stored by the Service.
  • “License Term(s)” means either the Initial Term or any subsequent Renewal Term of either twelve (12) or a longer term as otherwise agreed on the Order Form during which a specified number of Users are licensed to use the service pursuant to the form.
  • “Modules” means additional features or products that may be purchased by a T-COBRAWEB Customer that are used in conjunction with the Service.
  • “Order Form(s)” means an ordering document specifying the Services to be provided hereunder that is entered between You and Travisoft that evidences the initial subscription for the Service and any subsequent order forms submitted in written form, specifying, among other things, the number of licenses, users, optional Modules, and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of the Agreement.
  • “QB Login” means access wherein the T-COBRAWEB Customer Supervisory Administrator allows a Qualified Beneficiary (“QB”) to access the system to review their personal record. Such access may include online payment entry via a third-party vendor that must be independently established by the T-COBRAWEB Customer Supervisory Administrator.
  • “Renewal Term” means each subsequent twelve (12) month period, or longer depending on the Agreement between both parties as represented on the Order Form, that immediately follows the expiration of the Initial Term.
  • “Service Subscription” means the products and services that are ordered by You under a free trial or an Order Form and made available by Travisoft, specific edition of T-COBRAWEB’s online customer services identified during the ordering process, developed, operated, and maintained by Travisoft, accessible via http://www.T-COBRAWEB.com or another designated web site or IP address, or ancillary services rendered to you by Travisoft, to which you are being granted access under the Agreement, including the TCOBRAWEB Technology and the Content.
  • “Site User” means the licensed users able to access and use T-COBRAWEB that must be: (i) an employee of the T-COBRAWEB Customer, (ii) authorized by an applicable T-COBRAWEB Customer’s Supervisory Administrator, and (iii) included within the total User Fee paid by the T-COBRAWEB Customer.
  • “Supervisory Administrator” means the highest level of Site-User established by the T-COBRAWEB Customer.
  • “Travisoft” means the collectively Travis Software Inc., a Delaware corporation, having its principal place of business at127 Osigian Boulevard, Warner Robins, Ga. 30188.
  • “User(s)” means those individuals designated by you who are authorized to access the System and input Customer-Entered Data and otherwise administer your use of the Service, including, but not limited to: (i) Site- User, (ii) Client/Employer User, (iii) Broker User, (iv) Call-Center User. Each User of the system may be chargeable to the T-COBRAWEB Customer.
  • “T-COBRAWEB Customer” / “You” means the entity that is voluntarily entering into this Agreement for the access and use T-COBRAWEB.
  • “T-COBRAWEB Technology” means all of T-COBRAWEB’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Travisoft in providing the Service.