This license is a legal agreement (the "Agreement") between you and ACORD Corporation, with a principal place of business at Two Blue Hill Plaza, 3rd Floor, Pearl River, NY 10965, telefax number 845-620-3689 ("Licensor" or "ACORD"), which is the owner of the copyright in the Standard described or contained on the Web page or site from which this Agreement was accessed (the "Standard"). As used in this Agreement, "you" means the company, entity or individual ("Licensee") that is acquiring a license under this Agreement.

By clicking on the "ACCEPT" button below, you are agreeing that you will be bound by and are becoming a party to this Agreement. If you are an entity, and an individual is entering into this Agreement on your behalf, then you will be bound by this Agreement when that individual clicks on the "ACCEPT" button. When s/he does so, it will also constitute a representation by the individual that s/he is authorized to bind you as a party to this Agreement. If you do not agree to all of the terms of this Agreement, click the "DO NOT ACCEPT" button at the end of this Agreement.

I. Read and Copy License Only
If your use of the Standard is limited to study purposes, then only the provisions of this Section I and the provisions of Section III will apply to you: Licensor hereby grants you the right, without charge, to download, copy (for internal purposes only) and share the Standard with your employees for study purposes only. This license grant does not include the right to sublicense or modify the Standard.


II. Implementation License and Sublicense Terms
If you implement or otherwise make use of the Standard, then the following provisions will also apply to you:

1. Definitions
"Insurance Product" is a product or service that implements some or all of the Required Elements of the Standard for the purpose of processing or conducting the business of insurance.

"End User" is a company, entity or individual that has been granted a sublicense of an Insurance Product by Licensee in the exercise of rights granted under this Agreement.

"Prohibited Use" is any use that is intended to provide access to the Standard by third parties, rather than implementation of an insurance activity through Licensee's Insurance Product which utilizes the Standard for the purpose of processing or conducting the business of insurance. By way of example, licensing or making the Standard or a part of it available, either as a product or through Web-based access, for the purpose of accessing the contents of the Standard is a Prohibited Use. NOTE: Certain Prohibited Uses may be permitted under a fee-bearing license agreement. For further information, contact ACORD.

"Required Element" is each element of a Standard, except such elements, if any, as may be otherwise designated. For example, Required Elements would not be found in reference implementations or ACORD-created implementation examples, except to the extent that they would also be Required Elements under a Standard.

2. GRANT OF LICENSE
2.1 License. Licensor hereby grants without charge to Licensee, on a perpetual, nonexclusive and worldwide basis, the right to utilize the Standard for the purpose of developing, making, having made, and using, marketing, offering to sell, and selling, importing, offering to sublicense, and sublicensing, in each case, to End Users, and to otherwise distribute to End Users, Insurance Products, other than for a Prohibited Use(s), and in all cases subject to the conditions set forth in this Agreement and any relevant patent and other intellectual property rights of third parties (which may include members of Licensor).

2.2 Sublicensing. Licensee shall not sublicense the Standards or any of its rights under this Agreement except to the extent necessary to exercise its rights under Section II.2.1 above.

2.3 Attribution; Disclaimer. Every Insurance Product shall include the following attribution and disclaimer on the boot screen, on the first or second page of any supporting electronic or printed documentation, and in the source code of such product:

"This product incorporates licensed copyrighted or other proprietary material of ACORD Corporation. However, no inference shall be drawn from this statement that this product fully complies with any ACORD Standard(s). A product should only be considered to be compliant with a given ACORD Standard if it has been formally certified by ACORD against that Standard. The name ACORD and the ACORD logo are registered marks of ACORD Corporation.

"Any copyrighted or other proprietary material of ACORD Corporation contained in this document is provided "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. In no event shall ACORD Corporation, its members, its participants or its contributors be liable for any claim, or any direct, special, indirect or consequential damages, or any damages whatsoever resulting from loss of use, data, profits, business revenue or goodwill or other economic loss, whether in an action of contract, tort or otherwise, arising out of or in connection with the use or performance of, or reliance on, any copyrighted or other proprietary material of ACORD Corporation contained in this documentation, even if ACORD Corporation has been advised, knew or should have known of the possibility of such damages.

"This document and any opinions it may contain are solely the product of its author(s) and are neither endorsed by ACORD nor warranted by ACORD for technical accuracy."


III. Provisions Applicable to All Licensees

The following provisions apply to all Licensees (the first two paragraphs of this Agreement and the definitions in Section II are hereby incorporated by reference):

1. NO WARRANTIES; NONLIABILITY
THE STANDARD IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. THE DURATION OF ANY STATUTORILY REQUIRED WARRANTY PERIOD SHALL BE LIMITED TO THIRTY DAYS FROM THE DATE OF YOUR ACCEPTANCE OF THIS AGREEMENT. IN NO EVENT SHALL LICENSOR, ITS MEMBERS, ITS CONTRIBUTORS OR ITS PARTICIPANTS BE LIABLE FOR ANY CLAIM, OR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER (INCLUDING LOSS OF USE OR DATA, LOST PROFIT OR BUSINESS REVENUE, OR GOODWILL), WHETHER IN AN ACTION FOR CONTRACT, TORT OR OTHERWISE, ARISING IN CONNECTION WITH THIS AGREEMENT, THE STANDARD OR THE USE THEREOF, EVEN IF ACORD HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES SHALL ACORD, ITS MEMBERS, ITS CONTRIBUTORS OR ITS PARTICIPANTS (for purposes of this paragraph only, collectively "ACORD") BE LIABLE FOR ANY DAMAGES OR LOSSES CAUSED IN ANY MANNER BY LICENSEE?S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, OR BY ITS BREACH OF ANY PROVISIONS HEREIN, OR BY MODIFICATIONS OR ENHANCEMENTS MADE TO THE STANDARD BY ANYONE OTHER THAN AN AUTHORIZED ACORD REPRESENTATIVE. ACORD SHALL NOT BE LIABLE TO LICENSEE, ANY PARTY INVOLVED IN A TRANSACTION INITIATED BY LICENSEE USING THE STANDARD OR ANY OTHER THIRD PARTY FOR ANY CLAIMS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSSES OR DAMAGES OF ANY AND EVERY NATURE, RESULTING FROM THE LOSS OR CORRUPTION OF DATA, INABILITY TO ACCESS THE INTERNET OR INTERNAL SYSTEMS, OR INABILITY TO TRANSMIT OR RECEIVE INFORMATION, CAUSED BY, OR RESULTING FROM, DELAYS, NON-DELIVERY, OR SERVICE INTERRUPTIONS WHETHER OR NOT CAUSED BY THE FAULT OR NEGLIGENCE OF ACORD.

2. THIRD PARTY RIGHTS
WITHOUT LIMITING THE PROVISIONS OF SECTION III.1. ABOVE, LICENSOR ASSUMES NO RESPONSIBILITY TO COMPILE, CONFIRM, UPDATE OR MAKE PUBLIC ANY THIRD PARTY ASSERTIONS OF PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS THAT MIGHT BE INFRINGED BY AN IMPLEMENTATION OF THE STANDARD. IF ANY SUCH RIGHTS ARE DESCRIBED ON THE STANDARD, LICENSOR TAKES NO POSITION AS TO THE VALIDITY OR INVALIDITY OF SUCH ASSERTIONS, OR THAT ALL SUCH ASSERTIONS THAT HAVE BEEN OR MAY BE MADE ARE SO LISTED.


3. TERMINATION OF LICENSE
3.1 Termination by Licensor.

(a) In the event of a breach of this Agreement by Licensee, Licensor shall give Licensee written notice and an opportunity to cure. If the breach is not cured within thirty (30) days after written notice, or if the breach is of a nature that cannot be cured, then Licensor may immediately or thereafter terminate the licenses granted in this Agreement.

(b) Licensor may terminate this license in the event it retires or otherwise withdraws the Standard.

(c) In the event that Licensor amends the form of this Agreement in the future as contemplated by Section III.4.3 below, Licensor shall have the right to terminate Licensee's rights under this Agreement without cause provided that, if Licensee is not in breach of this Agreement at the time of termination, Licensor offers Licensee the right to enter into such amended form of Agreement.

(d) Upon any termination of this Agreement by Licensor for any reason (other than by reason of a withdrawal or amendment of the Standard due to a judicial, statutory or regulatory requirement or third party claim of infringement), Licensee?s End Users shall be permitted to continue to use Insurance Products created or obtained prior to such termination, other than any Prohibited Use(s).

3.2 Termination by Licensee. Licensee may immediately terminate the licenses granted in this Agreement upon written notice to Licensor.

4. MISCELLANEOUS.
4.1 Notices. All notices required under this Agreement shall, at the option of the sender, be in writing or via telefax, and shall be deemed effective five days after deposit in the mails or, if by telefax, upon receipt by the sender of a notice, generated by the telefax machine from which the telefax was transmitted, confirming receipt by the addressee's telefax machine. Notices and correspondence to (a) Licensor must be sent to the address or telefax number shown above, and (b) to Licensee shall be sent to the address or telefax number identified by Licensee in the form completed by Licensee below in this Agreement.

4.2 Governing Law. This Agreement shall be construed and interpreted under the internal laws of the United States and the State of New York, without giving effect to its principles of conflict of law.

4.3 Entire Agreement. This Agreement constitutes the entire agreement and understanding between Licensor and Licensee regarding the subject matter contained herein. No modification or waiver of this Agreement shall be binding unless it is in writing and signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be omitted and the remaining terms shall remain in full force and effect. This Agreement supersedes any and all prior agreements between Licensor and Licensee regarding Licensee's right to use the Standard. ACORD reserves the right at any time and from time to time to alter this form of Agreement to any extent.

4.4 Required Information. You represent and warrant that the following information is complete and accurate: