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The following terms of use and broker agreement is an agreement between Chubb Insurance Company of Canada ("Chubb") and you and your employer (collectively “you”) (the "Agreement")..

You understand that the information available on this Web Site is the personal and confidential information of your clients and customers of Chubb. Accordingly, use of this Web Site shall be restricted to authorized persons only for authorized insurance information purposes.

This Agreement may be changed or modified at any time upon notice to you and your continued use of this Web Site will be conditioned upon the Agreement in force at the time of your use.

BROKER AGREEMENT

We may cancel or nonrenew any policy you place with us at any time, as permitted by law, at our underwriting discretion. We will notify you in advance when we cancel or nonrenew a policy for reasons other than non-payment. When you cancel or nonrenew any policy, you must comply with applicable notification and other regulatory requirements. When we cancel or nonrenew any policy, such compliance is our responsibility.

YOUR RESPONSIBILITIES

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In the conduct of our business, we will deal with each other in good faith, with loyalty and honesty, and in accordance with the conditions in this Agreement.

Premium Collection and Commissions

You are responsible for collecting all premiums on business billed by you and for holding them in trust and as a fiduciary of our Company.

Notification

You will immediately notify us of the receipt of any notice or communication from or regarding an insured, claimant, Superintendent of Insurance or any other administrative or regulatory agency or department identifying a complaint under any policy, and to immediately forward any correspondence or necessary files to us for response by us.

Confidentiality

You understand that all policy wordings, underwriting, rating, claims, actuarial, and financial data and information, manuals and materials provided by us are confidential, proprietary and subject to copyright and agree to take whatever steps are necessary to protect and prevent disclosure of such information to third parties.

Privacy

You are responsible for ensuring that the personal information that you provide to us is collected in compliance with all applicable privacy legislation. More specifically, and without limiting the generality of such compliance, you will ensure that the purpose for the collection, use and disclosure of information is appropriately explained to the customer at the time of collection. You will also ensure that informed customer consent for the disclosure of personal information to Chubb and for Chubb's subsequent collection, use and disclosure of such information for insurance underwriting, servicing, coverage assessment and claims purposes, is obtained. We rely on you to ensure that this is the case.

If you tell us on your customer's behalf that Chubb has consent to collect, use or disclose any personal information, we will rely on that representation.

You are responsible for obtaining a signed application where required by law.

Other Responsibilities

You are responsible for all of your expenses, except when we have authorized otherwise.

You will refund premiums to the client, including unearned commission, whenever a policy is amended or cancelled, even when the client has changed the agent or broker of record. You will calculate the refund commission at the same rate at which they were calculated originally.

You will obtain our prior written approval of any advertising which includes reference to Chubb or any of its policies or services.

Any policy forms or Company supplies we provide for your use are our property and must be returned to us or our authorized representatives promptly upon our request.

INDEMNIFICATION

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We will pay for any civil liability, including legal fees and costs of investigation and defence, resulting from:

• our act or omission, unless caused by you.
  
  
• failure to notify the client of cancellation, nonrenewal or other notices affecting coverage on business billed directly by us, when we are responsible for communicating these notices.
  
  
• instructions or procedures established by us, except when you are responsible for the error.

You must notify us promptly of any claim or suit against you, and allow us to make any relevant investigation, settlement or defence that we determine necessary.

COMPUTER ACCESS

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Electronic Commerce and Access to Systems and Software

You are responsible for protecting the security, integrity and confidentiality of the computer systems, software and electronic files to which we give you access by way of the Internet or otherwise. You will not disclose to any third party proprietary information that we make available to you. Without limiting the generality of the foregoing, you agree that our non-public internet pages, electronic commerce system architecture, electronic commerce business methods and computer software constitute proprietary information.

You acknowledge that the breach of your obligations not to disclose proprietary information would cause irreparable harm to our competitive position and that money damages would not be sufficient remedy for such breach. Accordingly, you agree that we shall be entitled to specific performance or injunctive or other equitable relief in the event of such breach.

You acknowledge and agree that all of the content on our Web Site and all software associated with our Web Site and our electronic commerce initiatives is owned by us, unless we indicate on the Web Site that content is provided by you. You will indemnify us from any loss or damage we suffer as a result of the publication or use of your content that is posted on our Web Site. This includes costs we incur, legal and otherwise, to defend ourselves from claims brought against us by third parties as a result of such publication or use.

It is your responsibility to ensure that your staff is aware of the sensitive and proprietary nature of the information provided by our systems, of the importance of security and confidentiality, of the importance and effect of the obligations described in this Agreement.

We may revoke your access to our systems, electronic files, Web Site or software or remove your content from our Web Site at any time with no notice to you. You acknowledge and agree that you acquire absolutely no rights or licenses in or to the Web Site or the Content or to use any trademarks, copyrights or trade secrets other than the limited right to use the Web Site and the Content in accordance with this Agreement.

You agree to hold harmless, reimburse and indemnify us against any and all liability for any judgments, awards, expenses, fines, penalties, legal fees, or other claims for damages in connection with any suit, complaint, charge, proceeding or action of any kind alleging a violation of any statutory or regulatory provision or otherwise arising out of the performance or nonperformance of your duties and responsibilities under this section, unless such performance or nonperformance occurred at the direction of or was caused by us. This hold harmless and indemnification includes but is not limited to compensatory or consequential damages (whether direct or indirect including notification, remediation and customer credit monitoring costs), punitive damages, regulatory fines and penalties, and extra contractual liability.

It is up to the user of this Web Site to take precautions to ensure that whatever the user selects for its use is free of such items such as viruses, worms, trojan horses and other items of a destructive nature. In no event will Chubb be responsible or be liable to any user or any other party or for any direct, indirect, special or other consequential damages for any use of this Web Site, or on any other hyper linked web site, including without limitation, any lost profits, business interruption, loss of programs or other data on the user's information handling system or otherwise, even if Chubb is expressly advised of the possibility of such damages.

This section shall survive termination of this Agreement.

TERMINATION

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This Agreement, subject to regulatory requirements that apply, may be terminated by either party upon written notice to the other.

AFTER TERMINATION

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If, upon termination of this Agreement, you are entitled to the ownership, use and control of expirations and renewals, we will continue policies for as long as required by law or until their normal expiration or anniversary date, whichever occurs first, and subject to these conditions:

We are not obligated under this section of the Agreement to continue in force or renew policies where prohibited by law or regulation.

You will try to replace all policies with other insurers. For direct-billed business, at your request, we will notify all clients of our intent not to renew their policies.

We reserve all of our rights to cancel or nonrenew policies for non-payment of premiums or for underwriting reasons.

For policies continued in force or renewed after the termination of this Agreement, you will continue to be our authorized representative, subject to all the conditions of this Agreement. However, you may not bind any new risk, renew any policy or increase or extend the term of our liability under any policy.

We will pay commissions for these policies either at the rate specified as part of this Agreement and applicable at the time of termination, or at the general rate that prevails among our brokers at the time or renewal, whichever is less.

Your obligations to protect the security, confidentiality and integrity of our computer systems, software and electronic files and to not disclose our proprietary information, survive the termination of this agreement.

COMPLIANCE WITH LAWS

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You agree to comply with all applicable legal and regulatory requirements as respects this Agreement, including but not being limited to those pertaining to:

• licencing;
  
  
• the solicitation, negotiation, rating, quoting, underwriting, binding, selling, delivery, premium collection and cancellation of Insurance Policies and/or Certificates of Insurance;
  
  
• disclosure of compensation;
  
  
• privacy; and,
  
  
• trade or economic sanctions.

BROKER AS INDEPENDENT CONTRACTOR

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Your status will be that of an independent contractor in all relations with us.

CLAIMS

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You have no authority to admit liability on our part in any manner.

REPRESENTATIONS & WARRANTIES

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You represent and warrant the following:

• you hold the requisite certificates of authority and licenses to conduct business in all provinces in which you will be soliciting and receiving applications;
  
  
• you have the power and authority to enter into this Agreement;
  
  
• you have never been convicted of a felony in any jurisdiction, or investigated, charged or convicted of any violation of insurance laws in any jurisdiction. If such action subsequently occurs, you shall notify and provide copies of such notice or order to us;
  
  
• no insurance license has been suspended, restricted, revoked, nonrenewed or terminated by any jurisdiction. If such action subsequently occurs, you shall immediately notify and provide copies of such notice or order to us;
  
  
• you are not insolvent or aware of any claim, suit or proceeding which will materially affect your solvency or ability to implement the terms of this Agreement.

1. GENERAL PROVISIONS

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• you may not assign or transfer any of your rights or obligations, whether in whole or in part, to any other person or entity;
  
  
• this Agreement shall be binding upon the parties hereto, and their respective heirs, administrators, executors, representatives, successors, assigns and devisees.
  
  
• The terms and provisions contained herein constitute the entire agreement between the parties, and this Agreement shall supersede any and all previous agreements, whether verbal or written, which have been entered into among the parties with respect to the subject matter hereof. This Agreement may not be modified or terminated orally. Any amendments shall be in writing and shall be signed by the parties or their legal representatives.
  
  
• The headings contained in this Agreement are set forth for identification purposes and for the convenience of the parties only, and do not constitute a part of this Agreement.
  
  
• If any of the provisions contained in this Agreement are held to be illegal, invalid or unenforceable, the enforceability of the remaining provisions shall not be impaired and this Agreement shall continue as if such illegal, invalid or unenforceable provision were not contained in this Agreement.

2.  Terms of Use

You acknowledge and confirm your utilization of the Web Site does not violate any law, regulation, decree, contract to which you are a party or any other agreement. You acknowledge, understand and confirm that you will not hold Chubb liable or responsible for any utilization of the Web Site by you, or any other party, including without limitation the submission of a quote via the Web Site, and that Chubb shall have no liability or responsibility to any party for your utilization of the Web Site or for any actions taken by you via the Web Site.

You acknowledge and confirm that you are solely responsible for any and all acts and omissions that occur during or relating to your use of the Web Site, and you agree not to engage in unacceptable use of the Web Site, which includes, without limitation, use of the Web Site to:

• Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  
  
• Violate any law (whether local, state, national, or international), whether or not intentionally;
  
  
• Create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication;
  
  
• Engage in any other activity deemed by Chubb to be in conflict with the spirit or intent of this agreement or that might violate the rights of others or give rise to liability.

All content on the Web Site is provided on an “as is” basis and you expressly agree that the use of the Web Site and any reliance on the content on the Web Site is at your sole risk. Chubb makes no warranties, expressed or implied, and disclaims any implied warranties of merchantability, fitness for a particular purpose and non-infringement. Chubb disclaims any warranty that the Web Site will be uninterrupted, secure or error free.

Chubb makes no representations, warranties or conditions about the accuracy, reliability, completeness, currency, quality, timeliness, sequence or usefulness of the Web Site, the content or any goods, information or service provided through the Web Site. Chubb is not responsible for, nor do they independently verify any of the content nor do they assume any obligation to update the content or advise on further developments. Except as otherwise stated, Chubb makes no warranty or representation regarding the confidentiality of any communication or information transmitted on the Web Site. You agree that Chubb is not responsible for the confidentiality of any information and Chubb is not responsible for any damages that may arise from disclosure of such information.

Chubb shall not be liable under any circumstances for any direct, indirect, consequential, special, exemplary, punitive or other damages, including lost profits or costs or legal fees, under any legal theory including but not limited to breach of contract, breach of warranty, negligence, or strict liability, regardless of whether Chubb was informed of the possibility of such damages, relating to the Web Site or any information on the Web Site.

You agree to indemnify, defend and hold Chubb harmless from and against any and all claims, damages, losses, costs (including reasonable legal fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement, including any violation of these Terms of Use; (b) your activities in connection with the Web Site.

Under no circumstances will you use the Web Site or the Content, or any derivative works from the Content, or any portion thereof, in any manner that may infringe any proprietary or intellectual property rights or interests that Chubb and/or any third party may have in the Web Site or the Content, or any derivative works from the Content, or any portion thereof.

Chubb reserves the right to take such steps as it deems necessary, including without limitation legal action, to restrain unauthorized activity.

3. Modification to the Web Site

Chubb reserves the right to modify, add, change, discontinue or suspend the Web Site, the Content or any services made available on or through the Web Site in whole or in part, at any time(s) without prior notice to past, current or prospective users.

4. Governing Law

The use of the Web Site and any claim or dispute relating to the Web Site shall be governed by the laws of the province of Ontario, without regard to its conflicts of law principles. Exclusive venue for any claim shall be in the courts located in Toronto.

5. Violations of Terms of Use.

You acknowledge and agree that in Chubb’s sole discretion, and without prior notice, Chubb may suspend, terminate or block access from a particular internet address to the Web Site, your use of or access to this Web Site or exercise any other remedies available at law and in equity, for any reason, including where Chubb believes that your conduct, violates or is inconsistent with this Agreement, or violates the rights of Chubb or other users of the Web Site or in the event you do not have the required consent of Chubb to use or access the Web Site in a particular manner.

6. Miscellaneous.

An electronically sent agreement or notice shall be as valid as a written agreement. Anything in the Web Site inconsistent with this Agreement is superseded by this Agreement.

Any cause of action arising out of or related to this Agreement must commence within three years after the cause of action arose; otherwise such cause of action is hereby waived and permanently barred.

Headings are for convenience only and shall not affect the interpretation of any of these Terms of Use.