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FAConnect is Aon Benfield's innovative web portal that enables our clients to easily and efficiently submit risk placements and complete facultative business transactions. By delivering the broker marketplace to your desktop, you will benefit from easy access, choice, flexibility, and reduction of execution risk.

FAConnect provides a secure environment for ceding company underwriters, brokers, and reinsurance underwriters to interact online. Ceding company underwriters can submit, quote, and bind individual accounts as part of pre-negotiated facilities. Reinsurance underwriters can review accounts, access bordereaux, and manage reports for all such facilities.

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By logging on, you agree to the Use Agreement below. Also see our Privacy Policy to learn how we collect, use, and protect your personal information.

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  • Password Rules:
  • 1. Must be between 8 and 127 characters in length
  • 2. Must contain at least one numeric and special character
  • 3. Must contain an uppercase and a lowercase alphabetic character
  • 4. Must contain at least 4 unique characters
  • 5. Must not be similar to your full name or login name
  • 6. Must be different than your last 20 passwords


  • As a security precaution, Aon Benfield requires that you login every 90 days, or you will be required to change your password.





Change Password



  • Password Rules:
  • 1. Must be between 8 and 127 characters in length
  • 2. Must contain at least one numeric and special character
  • 3. Must contain an uppercase and a lowercase alphabetic character
  • 4. Must contain at least 4 unique characters
  • 5. Must not be similar to your full name or login name
  • 6. Must be different than your last 20 passwords


  • As a security precaution, Aon Benfield requires that you login every 90 days, or you will be required to change your password.




FACONNECT USE AND LIMITED LICENSE AGREEMENT
Please scroll down to read the entire agreement.

This Use and Limited License Agreement ("Agreement") is between Aon Service Corporation with offices at 200 East Randolph Street, Chicago, IL 60601 USA ("ASC"), your current employer, principal or party for which you are serving as independent contractor (collectively, the "Licensee") and you (a "User"). This Agreement shall become effective at the time which User electronically selects the "I Agree" button when this Agreement is displayed to User accessing the Licensed Platform (herein defined) ("Effective Date").

1. LIMITED LICENSE AND USE GRANT. Subject to acceptance of and compliance with the terms and conditions of this Agreement, ASC grants Licensee and User a limited, non-exclusive, non-transferable, revocable license to access and use, via the internet, the FAConnect facultative processing platform designed to facilitate the submission, quotation, placement, contract formation and administration processes for facultative reinsurance business (the "Licensed Platform") subject to the limitations, terms and conditions set forth in this Agreement. Licensee and User shall acquire no ownership right, title or interest in the Licensed Platform and ASC reserves all rights not expressly granted herein. ASC may, in ASC’s sole discretion, supplement, modify, substitute or otherwise alter the Licensed Platform from time to time, which may include ceasing to support or disabling in its entirety the Licensed Platform. Licensee and User acknowledge that ASC has the right to change the content or technical specifications of any aspect of the Licensed Platform at any time at ASC's sole discretion. ASC shall have no obligation to upgrade, enhance or otherwise modify any computer hardware, software or network environment currently used by Licensee or User, or anticipated to be used by Licensee or User, in order to access or use the Licensed Platform. Notwithstanding the foregoing, ASC shall be allowed to suspend Licensee’s and User’s access to and use of the Licensed Platform, without notice to Licensee or User, if ASC reasonably believes it should do so for legal or regulatory reasons, to maintain the integrity of any ASC network or the applications thereon, or to perform general maintenance on any network hosting the Licensed Platform. Licensee and User acknowledge and agree that periodically ASC may disable Licensee’s and User’s access to the Licensed Platform in order to perform routine maintenance or to otherwise troubleshoot without advance warning to either Licensee or User.

2. USE AND RESTRICTIONS. Licensee and User shall access the designated Licensed Platform only during the Term of this Agreement and using only the designated User IDs and passwords as provided by ASC. Licensee and User shall be entitled to use the Licensed Platform only for its own internal purposes, but not on behalf of any other company, including companies affiliated with Licensee or User. Unless expressly permitted in this Agreement, Licensee and User shall not (a) distribute, modify, sublicense, or reproduce any portion of the Licensed Platform; (b) transfer the Licensed Platform or this license to another party; (c) reverse engineer, disassemble, or decompile the Licensed Platform, nor use any other means to decode or make a derivative work from the Licensed Platform; (d) allow access to the Licensed Platform or use of Licensee’s or User’s User IDs and passwords by any other party; or (e) use the Licensed Platform in any service bureau, time sharing, or rental arrangement. The limited license to use and access the Licensed Platform pursuant to this Agreement is restricted to the use or access by the User, on behalf of Licensee. Any attempted assignment or delegation by User or Licensee of rights or duties contained herein are prohibited and shall be invalid. Licensee and User shall not permit any other parties, including employees of Licensee or its affiliated companies, to use or access the Licensed Platform for any reason unless the party has already entered into a license or use agreement with ASC relating directly to the Licensed Platform and having substantially the same terms and conditions as this Agreement.

3. ACCESS. In order to gain access to the Licensed Platform, Licensee or User may be issued User ID(s) and password(s) for each of Licensee’s authorized users during the Term of this Agreement, or ASC or an ASC Affiliate (defined herein) may, in its sole discretion, grant permission to Licensee to issue User IDs and passwords to its own authorized users based on the instructions provided by ASC or an ASC Affiliate. These User IDs and passwords are personal to Licensee and its authorized users and may not be transferred to other individuals and/or entities, irrespective of whether such other individuals and/or entities are authorized to access or use the Licensed Platform by ASC under another arrangement or agreement. Unauthorized use of the User IDs and passwords, or any other unauthorized use by User, Licensee, or any party under their supervision or control, shall be grounds for ASC to terminate this Agreement and terminate Licensee’s and User’s access to and use of the Licensed Platform. Licensee and User agree that they are solely responsible for maintaining the confidentiality of User IDs and passwords. To the extent the Licensed Platform utilizes internet systems to transmit data or communications, ASC will take reasonable security precautions, but ASC disclaims any liability for the interception of any such data or communications, including encrypted data. ASC shall not be responsible for, and makes no warranties regarding, the access, speed or availability of internet or network systems. Licensee and User agree that ASC and ASC Affiliates shall have no responsibility or liability for: (i) any injury or damages arising in connection with access to or use of the Licensed Platform by Licensee, User, or Licensee’s employees other than as authorized by this Agreement, whether caused by the negligence of ASC, its employees, subcontractors, agents or otherwise; or (ii) any fault, inaccuracy, omission, delay or any other failure in the Licensed Platform caused by Licensee’s or User’s computer equipment or arising from use of the Licensed Platform on such equipment. The content of other internet sites, systems, products or advertisements that may be linked to the Licensed Platform may not be maintained or controlled by ASC. ASC is not responsible for the availability, content or accuracy of other internet sites, systems or goods that may be linked to, or advertised on, the Licensed Platform. ASC does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Licensed Platform; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other internet sites, systems, products or advertisements that may be linked to the Licensed Platform; or (c) make any endorsement, express or implied, of any other internet sites, systems, products or advertisements that may be linked to the Licensed Platform. ASC is also not responsible for the reliability or continued availability of the equipment Licensee or User use to access the Licensed Platform.

4. LEGAL EFFECT OF ELECTRONIC MESSAGES.
a. Any information generated, sent, received, stored or otherwise handled electronically between or on behalf of parties using the Licensed Platform in compliance with this Agreement ("Electronic Message") shall be deemed, as between the parties conducting business on the Licensed Platform, to be of the equivalent evidential value to that given to written documents and shall be binding upon the originating party unless such message is reasonably suspected by the receiving party to be incorrect or to have been corrupted during transmission. The parties shall have no rights to object to the validity of an Electronic Message solely on the ground that communication between the parties occurred through the use of electronic means.

b. With regard to the absence of any writing or written signatures and to the extent permitted by the applicable law, records of Electronic Messages maintained by the parties or any printout thereof shall be admissible and may be used as evidence of the information contained therein in any dispute or litigation between the parties.

c. Licensee and User agree that contracts made solely by electronic means shall be valid and expressly waive any right to object to their validity solely on the ground that communication between the parties occurred through the use of electronic means. Any contract made through the use of electronic means under the procedure set out in this Agreement shall be formed when the Electronic Message sent as acceptance of an offer has been received or deemed received.

5. OUTSIDE THE UNITED STATES. For purposes of this Agreement, "OFAC Compliance" shall mean any of the laws or regulations enforced by the United States Office of Foreign Assets Control ("OFAC"). This Agreement and use of the Licensed Platform is subject to OFAC Compliance, and other similar regulations or trade restrictions to the extent applicable. Licensee or User may choose to access and use the Licensed Platform from locations outside of the United States. Any access or use of the Licensed Platform by Licensee or User in violation of OFAC Compliance, or other trade restrictions set forth in any country or state in which the Licensed Platform is accessed or used or is otherwise subject to, is prohibited and will result in the automatic termination of this Agreement. Licensee and User represent and warrant that Licensee and User are, at the Effective Date of this Agreement, and shall be at all times during the Term of this Agreement in strict compliance with OFAC laws and regulations, as well as all applicable foreign and local laws, to the extent this Agreement is subject to such laws or regulations. Licensee and User represent and warrant that neither Licensee nor User are a Restricted Entity or are using the Licensed Platform for the benefit of a Restricted Entity. "Restricted Entity" means any person, entity, or group on the United States Treasury Department’s list of Specially Designated Nationals and Blocked Persons. Furthermore, as respects countries on the United States Treasury Department’s watch list ("Watch List Countries"), Licensee and User represent and warrant they will not violate OFAC restrictions relating to trading with Watch List Countries, or persons, entities, or groups associated with the Watch List Countries.

6. OWNERSHIP. The Licensed Platform is provided to Licensee and User on a limited license to access and use the Licensed Platform only as set forth in this Agreement. The Licensed Platform is not sold to Licensee or User. Licensee and User obtain no rights other than those expressly granted under this Agreement. Licensee and User acknowledge and agree that ASC owns, or otherwise contracts for, the title, copyright, and other intellectual property rights associated with the Licensed Platform, including materials developed in the course of performing services related to this Agreement.

7. CONFIDENTIALITY AND DATA PROTECTION. Each party hereto (each a "Recipient") may receive from the other party (each a "Disclosing Party") Confidential Information (as defined below) of Disclosing Party while using the Licensed Platform. Unless Recipient has obtained advance and express written consent from Disclosing Party to contravene or alter the confidentiality obligations set forth in this Section 7, Recipient shall: (a) hold in confidence all Confidential Information (defined herein); (b) not disclose or make Confidential Information available, in any form, to any third party; and (c) not use Confidential Information for any purpose other than as specified in this Agreement, provided that one such purpose shall be for use in any reinsurance placement between Licensee and any counterparty. In addition, Recipient shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents (who shall be entitled to have access to the same only on a need-to-know basis). The term "Confidential Information" shall mean the Licensed Platform, information related thereto, the terms of this Agreement, all information clearly marked as confidential and any information transmitted through the Licensed Platform. "Confidential Information" shall not include information which: (i) is or becomes generally available to the public through no act or omission of Recipient; (ii) was in Recipient’s lawful possession on a non-confidential basis prior to such access to or the disclosure of the same, as properly documented by Recipient; (iii) is developed by Recipient independently of any information acquired from Disclosing Party; or (iv) becomes available to Recipient on a non-confidential basis from a source other than Disclosing Party, provided that Recipient has no reason to know that such source is or may be bound by a confidentiality agreement with Disclosing Party. The obligations in this Section 7 shall not apply in respect of Confidential Information required to be disclosed by the Recipient under any applicable law or regulation or any judicial order or by a regulatory body provided that in such event the recipient shall, to the extent legally permitted: (i) give the Disclosing Party notice thereof (including the manner of disclosure) as soon as is reasonably practicable; and (ii) not effect any disclosure that is more extensive than required by law, regulation, judicial review or order, or regulatory body. The obligations set forth herein shall survive any termination of this Agreement. The parties agree that impermissible disclosure or use of Confidential Information or other breach or violation of any of the provisions of this Section 7 may cause irreparable harm to Disclosing Party and that remedies at law may be inadequate to protect against breach of this confidentiality obligation. The parties hereby agree in advance that Disclosing Party shall have the right, in addition to all other available remedies, to seek injunctive relief without proof of actual damages in order to prevent such acts, attempts and violations. Nothing herein shall prevent either party from competing in good faith for the business of any customers, provided it does not use for such purpose any Confidential Information of the other party obtained in connection with any transaction placed through the Licensed Platform.

Any information collected or received from use of the Licensed Platform shall only be used for business purposes as allowed pursuant to the terms of this Agreement. Licensee and User agree to comply with any relevant national data protection or privacy laws. Any information transmitted through the Licensed Platform and protected by such data protection or privacy laws will not be disclosed to third parties that are not actual or potential parties to a reinsurance arrangement without the written consent of the party that own or controls the data.

Notwithstanding the confidentiality obligations of ASC under this Agreement, Licensee and User agree that ASC and other entities controlling, controlled by, or under common control with ASC (collectively, "ASC Affiliates") shall have the right to collect, compile, anatomize and aggregate any and all information transmitted through, stored on or otherwise received or collected in connection with the Licensed Platform (collectively, the "Collected Information"). Collected information shall not be shared with or used for the benefit of any other party other than for the purpose of effecting the transactions for which the Collected Information is provided, except that Collected Information may be used by ASC or any ASC Affiliate so long as such Collected Information is anonymized or aggregated with other client or industry information such that Collected Information cannot be reverse engineered or otherwise manipulated to identify Licensee as its source.

8. TERMINATION. This Agreement, including the limited license granted pursuant Section 1 of this Agreement, shall be effective for a period of one (1) year from the Effective Date of this Agreement (the "Initial Term") and shall automatically renew thereafter for subsequent one year periods (the period of time in which this Agreement is effective and in force shall be referred to as the "Term") unless either party provides the other party with written notice of its intent to terminate this Agreement no less than thirty (30) days prior to the beginning of any automatic renewal period. Additionally, ASC shall have the right to terminate this Agreement, without advance notice, if ASC determines in its sole discretion that: (i) Licensee or User breaches any of the terms of this Agreement, (ii) ASC shall cease supporting or disable the Licensed Platform, or (iii) Licensee violates any applicable law or regulation in connection with its use or access to the Licensed Platform. Notwithstanding anything herein to the contrary, upon User’s cessation of employment, agency, or service as independent contractor with or for Licensee, this Agreement, including the limited licensed granted herein to Licensee and User, shall immediately terminate and User shall immediately cease accessing and using the Licensing Platform. Licensee shall notify ASC immediately upon User’s cessation of employment, agency, or service as independent contractor with or for Licensee. Upon termination of this Agreement for any reason or termination of Licensee’s employee’s or representative’s status as a named user of the Licensed Platform, Licensee shall immediately stop using any associated User ID or password used for the purpose of accessing or using the Licensed Platform. Termination shall not relieve either party of its obligations or liabilities accruing hereunder prior to the date of such termination. The foregoing rights of termination are in addition to all rights and remedies otherwise provided in this Agreement or by law. Sections 4, 6, 7, 10, 11, 12, 22, 23, and 24 shall survive any termination of this Agreement.

9. FOREIGN USE AND EXPORT OF INFORMATION. ASC controls the Licensed Platform from offices within the United States of America. ASC makes no claims that information transmitted through the Licensed Platform is appropriate to be sent or viewed outside of the United States. Transmission of certain information through the Licensed Platform may not be legal by certain persons or in certain countries. Licensee and User are responsible for compliance with the laws of Licensee’s and User’s jurisdiction(s). Licensee and User acknowledge that the United States controls the export of products and information. Licensee and User agree to comply with such laws and not to export any information prohibited under the export control laws. By accessing or using the Licensed Platform and receiving information through such access or use, Licensee and User agree it is not in a country where such export is prohibited or is a person or entity to which such export is prohibited.

10. DISCLAIMER OF WARRANTIES. THE LICENSED PLATFORM AND ANY SUPPORT SERVICES RELATED TO THE LICENSED PLATFORM ARE PROVIDED TO LICENSEE AND USER "AS IS," AND ALL OTHER WARRANTIES, WITH RESPECT TO THE LICENSED PLATFORM, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED BY ASC TO THE MAXIMUM EXTENT PERMITTED BY THE LAW, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR FREEDOM FROM INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. ASC EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE LICENSED PLATFORM OR THE OPERATION OF THE LICENSED PLATFORM WITH OTHER SOFTWARE APPLICATIONS WILL BE UNINTERRUPTED OR ERROR FREE. ASC ALSO EXPRESSLY DISCLAIMS ANY WARRANTIES TO ANY PARTY OTHER THAN LICENSEE AND USER.

ASC DOES NOT WARRANT THAT THE FUNCTIONS, FEATURES OR MATERIAL CONTAINED WITHIN THE LICENSED PLATFORM WILL BE UNINTERRUPTED OR OPERATE ERROR FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT THE LICENSED PLATFORM AND THE SERVER(S) IT OPERATES ON ARE FREE FROM COMPUTER VIRUSES OR OTHER HARMFUL GOODS OR PRODUCTS. ASC DOES NOT REPRESENT, GUARANTY OR IN ANY MANNER WARRANT THE RESULT OF USING THE LICENSED PLATFORM. CONSEQUENTLY, LICENSEE AND USER USE THE LICENSED PLATFORM AT THEIR OWN RISK.

11. DISCLAIMER OF LIABILITY. ASC DISCLAIMS ANY LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RELATING TO THE LICENSED PLATFORM OR ITS USE BY LICENSEE OR USER, OR ANY OTHER PERFORMANCE UNDER OR PURSUANT TO THIS AGREEMENT (INCLUDING LIABILITY FOR NEGLIGENCE). ASC FURTHER DISCLAIMS ANY LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, WHATSOEVER, WHETHER IN AN ACTION BASED ON CONTRACT, TORT OR STATUTE EVEN IF ASC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. NEITHER ASC NOR ANY ASC AFFILIATE SHALL BE LIABLE FOR ANY DAMAGES THAT LICENSEE OR USER MAY SUFFER OR INCUR IN CONNECTION WITH THE (a) USE OF THE LICENSED PLATFORM, (b) FAILURE IN THE PERFORMANCE OF THE LICENSED PLATFORM OR (c) THE INABILITY TO PROCESS OR EFFECT A TRANSACTION ON THE LICENSED PLATFORM IF THE NETWORK ON WHICH THE LICENSED PLATFORM SITS IS DISABLED FOR MAINTENANCE OR OTHER REASONS.

IF LICENSEE OR USER IS NOT ABLE TO PROCESS OR EFFECT A TRANSACTION THROUGH THE LICENSED PLATFORM, OR REVIEW OR RETRIEVE ANY INFORMATION OR MATERIALS IN CONNECTION THEREWITH, THEN THE EXCLUSIVE REMEDY FOR LICENSEE OR USER SHALL BE LIMITED TO ASSISTANCE FROM A REINSURANCE BROKER EMPLOYED BY ASC OR AN ASC AFFILIATE TO MAKE A REASONABLE ATTEMPT TO RESOLVE THE CONCERNS OF LICENSEE OR USER, ALTHOUGH SUCH ASSISTANCE SHALL BE PROVIDED WITHOUT ANY REPRESENTATION OR WARRANTY THAT SUCH ASSISTANCE WILL RESULT IN AN OUTCOME SATISFACTORY TO LICENSEE OR USER.

THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION (PROPRIETARY, CONFIDENTIAL, OR OTHERWISE) IS NOT GUARANTEED BY ASC OR ANY ASC AFFILIATES. THERE MAY BE INACCURACIES, OMISSIONS, OR DELAYS IN THE INFORMATION. LICENSEE AND USER AGREE THAT NEITHER ASC NOR ANY ASC AFFILIATES SHALL HAVE ANY LIABILITY FOR THE ACCURACY, COMPLETENEESS OR TIMELINESS OF INFORMATION CONTAINED ON OR OTHERWISE IN CONNECTION WITH THE LICENSED PLATFORM, OR FOR ANY DECISION MADE OR ACTION TAKEN BY LICENSEE OR USER IN RELIANCE ON INFORMATION CONTAINED ON OR OTHERWISE IN CONNECTION WITH THE LICENSED PLATFORM.

ASC IS PROVIDING THE LICENSED PLATFORM TO FACILITATE REINSURANCE TRANSACTIONS THAT LICENSEE MAY BE A PARTY TO AT ANY GIVEN TIME. ASC IS NOT AND SHALL NOT BE DEEMED TO BE A PARTY TO ANY REINSURANCE TRANSACTION PROCESSED THROUGH THE LICENSED PLATFORM AND ASC IS NOT, AND SHALL NOT BE DEEMED TO BE, A BROKER, AGENT OR REPRESENTATIVE IN ANY CAPACITY TO LICENSEE OR USER AS A RESULT OF PROVIDING THE LICENSED PLATFORM. ASC MAKES NO ATTEMPT TO VERIFY THE FINANCIAL VIABILITY OF LICENSEE OR ANY COUNTERPARTY OF LICENSEE TO ANY TRANSACTION CONDUCTED THROUGH THE LICENSED PLATFORM OR TO VERIFY THE COMPLETENESS, TIMELINESS, ACCURACY, OR SUFFICIENCY OF INFORMATION PROVIDED BY OR TO LICENSEE OR ANY OTHER PARTY ACCESSING OR USING THE LICENSED PLATFORM. ASC EXPRESSLY DISCLAIMS ANY WARRANTY THAT A COUNTERPARTY TO A TRANSACTION WILL COMPLY WITH THE TERMS OF ANY REINSURANCE TRANSACTION. LICENSEE’S AND USER’S USE OF THE LICENSED PLATFORM IS AT LICENSEE’S SOLE RISK.

LICENSEE SHALL BE SOLELY RESPONSIBLE FOR ADEQUATE PROTECTION AND BACKUP OF THE DATA AND EQUIPMENT USED IN CONNECTION WITH THE LICENSED PLATFORM AND ASC AND ASC AFFILIATES SHALL HAVE NO LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES, ATTORNEY FEES, OTHER COSTS OR ANY DAMAGES RELATED TO OR RESULTING FROM LOSS OF USE OF DATA, USE OF THE LICENSED PLATFORM, LOSS OF BUSINESS, PROFITS OR GOODWILL, WORK STOPPAGE OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES TO LICENSEE OR USER FOR ANY DATA THAT IS LOST AND/OR UNABLE TO BE RESTORED IN CONJUNCTION WITH THE USE OF THE LICENSED PLATFORM. NEITHER ASC NOR ANY ASC AFFILIATES SHALL HAVE ANY LIABILITY IF ANY THIRD PARTY INAPPROPRIATELY ACCESSES OR ACQUIRES ANY DATA OR INFORMATION ENTERED INTO THE LICENSED PLATFORM.

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL BE INTERPRETED IN A COMPREHENSIVE MANNER SO AS TO LIMIT THE LIABILITY OF ASC AND ALL ASC AFFILIATES TO THE MAXIMUM EXTENT PERMITTED BY THE LAW AND ALL EXAMPLES ARE ILLUSTRATIVE AND NOT EXHAUSTIVE. THE LIMITATIONS IN THIS SECTION 11. ARE SEPARATE AND INDEPENDENT OF ANY OTHER REMEDY OR LIMITATIONS SET FORTH IN THIS AGREEMENT AND SHALL NOT FAIL IF SUCH OTHER LIMITATION OR REMEDY FAILS.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT ARE A FUNDAMENTAL COMPONENT OF THE CONSIDERATION GIVEN TO ASC TO ENTER INTO THE TERMS OF THIS AGREEMENT WITH LICENSEE AND USER, AND ASC WOULD NOT OTHERWISE ENTER INTO THE TERMS OF THIS AGREEMENT WITHOUT SUCH CONSIDERATION.

12. INDEMNIFICATION. Licensee shall indemnify, defend and hold harmless ASC and all ASC Affiliates and their directors, officers, employees and other representatives (collectively, the "Indemnified Parties") from and against any and all loss (including without limitation loss of profits, loss of business, depletion of goodwill and similar losses and any loss of, or damage to, any property of, or injury to or death of, any person) and costs (including attorneys’ fees, damages, court costs, and any other costs or fees) suffered or incurred by the Indemnified Parties arising from, relating to or in connection with (a) any negligent act or omission by User, Licensee or Licensee’s officers, directors, employees, agents, or representatives (collectively, "Representatives") arising directly or indirectly under this Agreement, (b) any breach of this Agreement by Licensee, or its Representatives, or User, (c) any claims or costs where ASC has disclaimed liability, (d) Licensee’s or User’s access to or use of the Licensed Platform, or (e) any third party claim of intellectual property infringement caused by Licensee’s or User’s access to or use of the Licensed Platform in combination with software not supplied or approved in writing by ASC, or resulting from any unauthorized use of, or modification to, the Licensed Platform.

13. INDEPENDENT CONTRACTORS. The parties are independent contractors and no partnership, joint venture, employment, or agency relationship is created by this Agreement. This Agreement does not make either party the agent or legal representative of the other for any purpose whatsoever.

14. GOVERNING LAW. The validity, construction, performance, enforcement, and remedies of or relating to this Agreement, and the rights and obligations of the parties hereunder, shall be governed by the laws of the State of Minnesota, United States of America (without regard to the conflict of laws, rules, or statutes of any jurisdiction). ASC, Licensee, and User consent to exclusive jurisdiction in the State of Minnesota and agree that all issues arising under this Agreement shall be resolved within the sole venue of the courts of the State of Minnesota.

15. ASSIGNABILITY. Neither Licensee nor User may assign or otherwise transfer any of their rights or obligations under this Agreement to any third party except with the prior written consent of ASC. ASC may assign or otherwise transfer its rights and obligations under this Agreement to any ASC Affiliate, any successor in interest (by merger, operation of law, or otherwise), and any purchaser of all or substantially all of the assets or business of ASC or an ASC Affiliate. Any prohibited assignment shall be null and void.

16. NON-WAIVER. No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have so waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any subsequent breach.

17. SUCCESSORS AND ASSIGNS. All covenants, representations, warranties, and agreements of the parties contained herein shall be binding upon and inure to the benefit of parties hereto and their permitted successors and assigns.

18. SEVERABILITY. If for any reason any provision of this Agreement shall be finally determined by a court of competent jurisdiction to be legally invalid or unenforceable, every other provision of this Agreement shall remain in full force and effect and the validity, legality and enforceability of the remainder of this Agreement shall not be affected. With respect to any provision so determined to be invalid or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced.

19. NOTICES. Any notice or other communication required or permitted to be given under this Agreement shall be made in writing and shall be deemed properly delivered when (a) served personally on the party to which notice is to be given, (b) mailed by first class mail, registered or certified, return receipt requested, with first class postage prepaid, and properly addressed to the parties at their addresses as designated in the introductory paragraph of this Agreement (or to such other address designated in writing by one party to the other), or (c) delivered by an internationally recognized overnight delivery service (such as, without limitation, FedEx) to the parties at their addresses as designated in the introductory paragraph of this Agreement (or to such other address designated in writing by one party to the other).

20. FORCE MAJEURE. Neither party shall be liable to the other for its failure to perform any of its obligations under this Agreement during any period in which such performance is delayed because rendered impracticable or impossible due to circumstances beyond its reasonable control (without limitation, acts of God, war, riot, terrorism, malicious acts of damage, fire, failure of the public electricity supply, or strike, lock-out or labor dispute.

21. ENTIRE AGREEMENT. This Agreement, including all exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous written or oral agreements and all other communications relating to the subject matter hereof.

22. OTHER VERSIONS OF AGREEMENT. ASC may, in ASC’s sole discretion, supplement, modify, substitute or otherwise alter the terms of the Licensed Platform and/or this Agreement from time to time. In the future, if User clicks "I Agree" to electronically accept any modified version of this Agreement, or a substitute license or use agreement in lieu thereof, the agreement between the parties shall be effectively modified and the new agreement (whether a modified or substitute agreement), to which the User agreed on its own behalf and on behalf of Licensee, shall supersede this Agreement and shall govern the relationship between ASC and Licensee and User with respect to the access to or use of the Licensed Platform.

23. AUTHORITY OF USER. USER REPRESENTS AND WARRANTS AS FOLLOWS: (1) USER HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE; (2) USER HAS THE AUTHORITY TO USE OR ACCESS THE LICENSED PLATFORM AS AN EMPLOYEE, AGENT, OR INDEPENDENT CONTRACTOR OF LICENSEE; (3) USER WILL USE OR ACCESS THE LICENSED PLATFORM ONLY FOR ITS INTENDED PURPOSE AND AT ALL TIMES IN ACCORDANCE WITH THIS AGREEMENT; AND (4) USER WILL NOT USE OR ACCESS THE LICENSED PLATFORM FOR ANY REASON AT ANY TIME AFTER USER’S RELATIONSHIP (EMPLOYMENT, CONTRACTUAL, OR OTHERWISE) WITH LICENSEE HAS TERMINATED.

24. ELECTRONIC ACCEPTANCE. If Licensee or User does not agree to all of the terms and conditions of this Agreement, User shall select "I Disagree" below. BY CLICKING "I AGREE" BELOW, LICENSEE (THROUGH EACH INDIVIDUAL USER) AND USER AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.


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