Network Terms & Conditions Of Use Agreement (TCUA)
THE FARMERS MUTUAL HAIL NETWORK (“FMHA”) MEANS ANY FARMERS MUTUAL HAIL COMPUTING RESOURCE OR ANY FARMERS MUTUAL HAIL APPLICATIONS AVAILABLE THROUGH THE INTERNET OR THE FARMERS MUTUAL HAIL INTRANET THAT IS NOT OPEN TO THE PUBLIC AND REQUIRES FMHA CREDENTIALS TO ACCESS. FMHA IS NOT OPEN TO THE PUBLIC AND MAY ONLY BE ACCESSED BY THOSE THIRD PARTIES WHO AGREE TO BE BOUND BY THIS NETWORK TERMS & CONDITIONS OF USE AGREEMENT (“TCUA”). PLEASE READ THE AGREEMENT CAREFULLY. BY SIGNINING ON TO FMHA, YOU (REFERRED TO AS “YOU” OR “YOUR”) CONSENT TO BE BOUND BY THE TCUA. BY SIGNING ON TO FMHA, YOU FURTHER AGREE THAT YOUR ASSENT, GIVEN ELECTRONICALLY, SHALL HAVE THE SAME LEGAL EFFECT AS IF THIS AGREEMENT HAD BEEN PERSONALLY SIGNED BY YOU. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU SHOULD NOT ACCESS FMHA.
1. FARMERS MUTUAL HAIL NETWORK. Farmers Mutual Hail and/or any of its Affiliates (collectively “FMH”) will provide You access to FMHA according to the terms of this TCUA and Agency Agreement and as may be modified by Farmers Mutual Hail. Your continued access to FMHA after such modifications shall constitute Your acceptance of any such changes or modifications.
2. ACCESS CODES. In return for Your acceptance of this TCUA, You have been provided user credentials, including, but not limited to, user ID, password or any other logon authentication mechanism (collectively the “FMHA Credential”). Your FMHA Credential is proprietary and is considered Confidential Information not to be disclosed to any third party. You agree to comply with all Farmers Mutual Hail policies and procedures relating to access and use of FMHA that may be set forth herein or as may be published from time to time by Farmers Mutual Hail . In the event that FMHA Credentials are no longer needed, valid or required as a result of Your separation of employment, termination of services or for any other reason, You are required to immediately stop using Your FMHA Credential. You are liable for all activities, damages or liability imposed on or suffered by Farmers Mutual Hail for use of Your FMHA Credential, including, without limitation, use by any other third party and for failure to terminate the usage of Your FMHA Credential as required by this paragraph.
3. PROTECTION OF PROPRIETARY INFORMATION. The information and data available on FMHA, including, without limitation, trademarks, trade dress, service marks, logos, data, text, images, graphics and other content is owned by or licensed to Farmers Mutual Hail, is Farmers Mutual Hail proprietary information and may be protected by U.S. and international trademark, trade secret and copyright laws as well as moral rights. You hereby agree to treat all information and data You access through FMHA as Farmers Mutual Hail proprietary and Confidential Information. You hereby agree that You shall hold Farmers Mutual Hail proprietary information in confidence, take all commercially reasonable precautions to protect the confidentiality and value of Farmers Mutual Hail proprietary information, agree not to disclose Farmers Mutual Hail proprietary information to persons not having a need to know such information consistent with the purpose for which it was transmitted and except as provided in this TCUA or the Agency Agreement, such Proprietary Information shall not be used, directly or indirectly, for any nonprofit, commercial, business or other purpose or in any way detrimental to Farmers Mutual Hail. Except as expressly permitted herein, You may not download, modify, copy, publish, display, transmit, adapt, sell, rent, lease, license, sublicense, grant any rights in, transfer, distribute, assign to any third parties or any way exploit Farmers Mutual Hail Proprietary Information without the express prior written permission of Farmers Mutual Hail. You may print one (1) copy of individual screens for Your internal business use directly related to Your relationship with Farmers Mutual Hail, provided that any proprietary rights, notices, marks, logos or other legends that appear on the copied screens remain, and are not removed from the printed or stored images. No intellectual property or other rights, including, but not limited to, patents, trademarks, trade secrets and copyrights are licensed or transferred to You. You shall immediately give notice to Farmers Mutual Hail of any unauthorized use or disclosure of Farmers Mutual Hail Proprietary Information. You agree to assist Farmers Mutual Hail in remedying any unauthorized use or disclosure of Farmers Mutual Hail Proprietary Information caused by You.
4. RETURN OR DESTRUCTION OF PROPRIETARY INFORMATION. Unless otherwise requested by Farmers Mutual Hail, upon termination of Your access to the FMHA or upon written request by Farmers Mutual Hail, You shall promptly return or destroy all proprietary information received from Farmers Mutual Hail, including all copies as directed by Your employer or Farmers Mutual Hail. Upon the request of Farmers Mutual Hail, You shall furnish to Farmers Mutual Hail an affidavit providing assurances as to the destruction of Farmers Mutual Hail’s proprietary information.
5. USER CONTENT. To the extent that FMHA provides You an opportunity to post and exchange information and ideas (“User Content”), through chat rooms, bulletin boards or otherwise, You agree that You are solely responsible for the origination, accuracy, completeness, ownership, publication and dissemination of Your User Content and that You are solely responsible for obtaining and maintaining all rights, licenses, permissions, releases, approvals, clearances, credit, or attribution information relating to all User Content and for paying any applicable royalties or fees in connection therewith. By submitting or sending User Content or otherwise making User Content available for display on or through FMHA, You grant Farmers Mutual Hail and any other FMHA users a royalty-free, world-wide, non-exclusive, perpetual license to use, reproduce, modify, adapt, publish, translate, distribute, perform and display such User Content, in whole or part. Farmers Mutual Hail does not endorse and assumes no obligation to monitor or filter any User Content posted, or otherwise made available, on or through FMHA; provided, however, that Farmers Mutual Hail reserves the right, but not the obligation, to, at its sole discretion, monitor, refuse, edit or remove any User Content, and may take any reasonable action it deems necessary or appropriate with respect to any User Content, that, in Farmers Mutual Hail’s sole judgment, does not comply with this Agreement, is illegal, or is otherwise undesirable, inappropriate or inaccurate. Farmers Mutual Hail is not responsible for any failure, non-failure or delay in refusing, editing or removing such User Content.
6. ACCEPTABLE USE POLICY. You hereby agree that You shall abide by all applicable laws and Your involvement shall not, nor shall You enable any third party to, perform any acts that may circumvent or defeat any security encryption mechanism, use FMHA Credentials that have not been assigned to You, share Your FMHA Credential with any other third party, or facilitate illegal, abusive or unethical activities such as pornography, obscenity, nudity, violations of privacy, hacking, gaining unauthorized access, introduction of computer viruses, time bombs, Trojan horses, worms, malicious code and the like, or by posting or forwarding the types of information described in this Section or any other harassing, harmful, inaccurate, misleading, defamatory, or unlawful material or information. You agree that You shall not use any automated procedure to gather Farmers Mutual Hail Proprietary Information on or from FMHA by means of what is commonly called a “bot” or breach or attempt to breach the security of software, network, servers, data, computers or other hardware relating to FMHA or that of any third party that is hosting or interfacing with any part of FMHA, or use or distribute on FMHA software or other tools or devices designed to compromise privacy or security, or create any frames at any web sites pertaining to or using any Farmers Mutual Hail Proprietary Information.
7. SOFTWARE. Farmers Mutual Hail hereby grants to You, and You accept, a nonexclusive license to use any software available for download or use on FMHA (collectively “FMHA Software”) only as authorized in this TCUA, which You agree to review carefully prior to downloading or using the FMHA Software. You agree that You will not assign, sublicense, transfer, pledge, lease, rent, or share Your software license rights under this TCUA or Agency Agreement. You acknowledge and agree that the FMHA Software is proprietary to Farmers Mutual Hail, or its licensors, and is protected under copyright law. You further acknowledge and agree that all right, title, and interest in and to the FMHA Software, including associated intellectual property rights, are and shall remain with Farmers Mutual Hail and its licensors. This Agreement does not convey to You any title or interest in or to the FMHA Software, but only a limited right of use revocable in accordance with the terms of this Agreement. You agree that you will not: (a) reverse assemble, disassemble, reverse compile, modify, extract the source code, attempt in any manner to reconstruct, discover, reuse or modify any source code or underlying algorithms of the FMHA Software, or otherwise translate the FMHA Software, or attempt to defeat the copyright protection and application enabling mechanisms therein; (b) copy, reproduce, or distribute the FMHA Software; or, (d) remove or obliterate any copyright, trademark or other proprietary rights notices from the FMHA Software, except as expressly permitted in writing by Farmers Mutual Hail or its licensors or expressly permitted under applicable law notwithstanding these restrictions. You also agree not to permit any third party acting under Your control to do any of the foregoing. The copyrights for certain portions of the FMHA Software may be owned or licensed by other third parties (“Third Party Software”) and used and distributed under license. Such portions of the FMHA Software may include the acknowledgements, notices and licenses for the Third Party Software. The Third Party Software is licensed according to the applicable Third Party Software license notwithstanding anything to the contrary in this Agreement.
8. MONITORING OF FMHA USAGE. Your use of FMHA, including, but not limited to, transmissions to and from the Internet through FMHA; e-mail usage related to FMHA; the content of any e-mail content transmitted, accessed, stored or otherwise made available through FMHA; and use of FMHA and Internet tools and facilities, may and will be monitored from time to time. You will not receive any advance notice of any monitoring.
9. TERMINATION OF ACCESS. Your access to and use of FMHA may be terminated at any time for any reason or for no reason by You or by Farmers Mutual Hail. Upon termination of Your access to FMHA, You shall immediately cease all use of FMHA except as expressly approved by Farmers Mutual Hail. Failure by Farmers Mutual Hail to deactivate FMHA Credentials shall not be construed as such approval.
10. NOTICE. All notices, demands and other communications to Farmers Mutual Hail from You related to this Agreement shall be delivered to Farmers Mutual Hail, Attention: Chief Information Officer, 6785 Westown Parkway, West Des Moines, IA 50266. Any notice required or permitted under this Agreement is to be given in writing and is deemed effectively given: (a) upon personal delivery to Farmers Mutual Hail at the aforementioned address, or (b) deposit with a reputable overnight courier, prepaid for overnight delivery and addressed as set forth in this section and upon confirmation of delivery by said courier. Farmers Mutual Hail may use any commercially reasonable means to provide You with notices, demands and other communications related to this Agreement.
11. DISCLAIMER OF WARRANTIES. FMHA IS BEING PROVIDED SOLELY AS AN ACCOMMODATION AT NO CHARGE TO YOU, AND ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND IS WITHOUT ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER. FARMERS MUTUAL HAILHEREBY EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY WAIVE, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, AVAILABILITY OR USEFULNESS OR THAT FMHA WILL BE SECURE, UNINTERRUPTED, NOT DELAYED, SUSPENDED OR ERROR FREE. FARMERS MUTUAL HAIL DOES NOT WARRANT THAT FARMERS MUTUAL HAILPROPRIETARY INFORMATION OR ANY DATA GENERATED BY THE OPERATION OR USE OF FMHA, ITS CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FMHA SHALL CREATE ANY WARRANTY TO YOU WHATSOEVER. YOU ACKNOWLEDGE AND AGREE THAT ANY DATA OBTAINED THOUGH THE USE OF FMHA IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND THAT YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM THE USE OF SUCH DATA.
12. LIMITATION OF LIABILITY. IN NO EVENT WILL FARMERS MUTUAL HAILOR ITS LICENSORS HAVE ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR FMHA FOR DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON CONTRACT OR IN TORT, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF AVAILABILITY, OPPORTUNITY COSTS, LOSS OF DATA OR OTHER SIMILAR LOSSES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. INDEMNIFICATION. You agree to defend, indemnify and hold Farmers Mutual Hail, its agents and suppliers, and their respective directors, officers and employees, harmless from and against any and all claims, demands, losses, liabilities, and all costs and expenses incurred by Farmers Mutual Hail to enforce this TCUA, including, without limitation, reasonable attorneys’ fees, arising out of or relating to in any way Your use of the FMHA, any violation of this TCUA by You or any User Content You post on or through FMHA.
14. GENERAL TERMS. The “General Terms” of the Agency Agreement apply to this TCUA.