Online Terms and Conditions Agreement

This Agreement (the "Agreement") is entered into by and between Sukoon Insurance PJSC ("Sukoon"), registered in accordance with the UAE Federal Law Number 6 of 2007 (Registration No. 9) and having its head office at PO Box 5209, Dubai, United Arab Emirates (Sukoon) and the entity agreeing to the terms herein (the "User" or "You"). Sukoon and the User each individually are referred to as a Party and collectively referred to as the Parties.

This Agreement governs User's access to and use of the Services. This Agreement is effective as of the date (the " Effective Date") the User clicks the "I Accept" button.

You specifically represent and warrant that: (i) You have full legal authority to bind Your employer, or the applicable entity, to these terms and conditions; (ii) You have read and have understood this Agreement; and (iii) You agree, on behalf of the party that You represent, to the terms / conditions specified in this Agreement.

For avoidance of any doubt, the term "User" includes (i) the natural person agreeing to the terms stated herein and (ii) the corporate entity on whose behalf the natural person is accepting this Agreement.

If You do not have the legal authority to bind the corporate entity you are representing or if You are not in full authority to act on behalf of the Customer, then do not click the "I Accept" button below.

This Agreement governs User's access to and use of the Services. This Facility is offered to You on the condition that You accept this Agreement without modification or reservation or qualification of or in respect of any of the terms, conditions and notices contained herein prior to using, accessing and/or browsing this Facility

The Parties agree as follows:

1 Definitions and Interpretation

1.1 Definitions:

In this Agreement, the following words and phrases have the meanings set opposite them unless the context indicates otherwise:

Customer means any natural or legal person enquiring or applying for issuance of an insurance policy through this Facility (whether or not an insurance Policy is issued to such Customer);

Confidential Information means all confidential information (howsoever recorded, preserved or disclosed) disclosed by a Party or its Representatives to the other Party and that Party's Representatives, in connection with this Agreement whether before or on or after the Effective Date including:

business strategies, business arrangements, computer and network operations, functions and systems architecture; or
any technical, financial or commercial information; or
any information relating to Customers; or
any information that would be regarded as confidential by a reasonable business person; or
any information developed by the Parties in the course of carrying out this Agreement including Records; or
the existence and contents of this Agreement;

but not including any information that:

is or becomes generally available to the public other than as a result of its disclosure by the Receiving Party or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the Party to whom the information relates (except that any compilation of public information in a form not publicly known shall nevertheless be treated as Confidential Information); or
the Parties agree in writing is not Confidential Information or may be disclosed; or
was available to the Receiving Party on a non-confidential basis prior to the disclosure by the Disclosing Party;

Disclosing Party means a Party to this Agreement which discloses directly or indirectly Confidential Information to the other party.

Facility means the use of and access to the Sukoon Technology which enables You to view, read, enter Customer details and material information, complete and submit the Proposal Form and thereafter purchase the Policy online by conducting Transaction.

Intellectual Property means all current and future legal and/or equitable interests in copyrights, database rights, confidential information, stationary, stamps, logos, trademarks, patents, designs or other Intellectual Property rights

Sukoon Technology means the technology of Sukoon including but not limited to, the computer software and hardware; online access to websites, webpages , computer software and/or hardware; programmes, data banks, accessories, electronic risk selection criteria, underwriting and ratings guidelines and manuals provided and/or accesses to by the User to enable him to perform its obligations as agreed to under this and/or other agreement(s) between the Parties;

Password or the User Password means the secret alphanumeric code set and maintained by each User, which together with the User ID allows the User to access the Facility;

Personal Information means all or any of the information of provided by the User and/or the Customer to Sukoon during the Transaction including as in the Proposal Form, and as updated from time to time.

Policy means a policy of insurance issued or to be issued by or on behalf of Sukoon to a Customer in accordance with Sukoon's underwriting criteria;

Proposal Form refers to the details entered and submitted through the Facility for underwriting consideration of Sukoon. The Proposal Form will be the basis of Policy to be issued by Sukoon to the Customer.

Products means the insurance products to be offered by Sukoon through this Facility in respect of which Sukoon may issue an Insurance Policy to the Customers in accordance with its underwriting criteria;

Receiving Party means a Party to this Agreement that receives Confidential Information directly or indirectly from a Disclosing Party;

Related Company means any corporation, company or other entity, which controls, or is controlled by either Party or by a Related Company of such Party, where control means ownership or control, direct or indirect, of more than fifty (50) percent of such corporations, company's or other entity's voting capital. However, any such corporation, company or other entity shall be deemed to be a Related Company of one Party only so long as such ownership or control exists.

Representative means the directors, officers, employees, consultants and professional advisors of a Party or of a Party's Related Company.

Service means any or all of the functionalities and modules of the Facility available to the User

Transaction means the transaction initiated (whether or not concluded ) by the User for purchase of Policy through the Facility and/or any other instruction as provide by the User to Sukoon through such Facility

User ID means the unique identification code as assigned and/or chosen by the User to identify himself as the person authorising the Service and/or the Transaction in agreement to the terms of this Agreement

You mean the authorized User of this Facility, and the word 'Your' will be construed accordingly.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns.

1.3 A reference to any "Party" shall include that Party's personal representatives, successors or permitted assigns.

1.4 A reference to a document is a reference to that document as varied, amended, extended , supplemented or novated (in each case, other than in breach of the provisions of this Agreement) and shall include any document which is supplemental to or expresses to be collateral with or is entered into pursuant to, or in accordance with the terms of the Agreement. Any amendments, modifications, addendums to this Agreement shall form an integral part of this Agreement and shall be construed therewith.

1.5 A reference to Clauses is to the clauses of this Agreement.

1.6 A references to a "law" or "regulation" shall be construed as encompassing any laws, regulations, decrees, rules or guidelines issued by a relevant governmental body, department, agency or regulatory as may apply to the subject matter of this Agreement and

1.7 Words in the singular shall include the plural and vice versa.

1.8 A reference to one gender shall include a reference to the other genders.

2 Use of Facility

2.1 The Facility is deemed to be in use or is being accessed by You when it is loaded and/or continues to be loaded in temporary or permanent memory of Your computer or similar system or in the internet browser thereof.

2.2 You expressly agree that use of the Facility is at Your sole risk. The Facility is provided on an "as is" and "as available" basis.

2.3 You will be responsible for providing and maintaining the communications equipment (including personal computers and modems) and telephone or alternative services required at Your end for accessing and using the Facility, and for all communications service fees and charges incurred by You in accessing or availing the Facility.

2.4 You hereby irrevocably authorize Sukoon to accept and act upon instructions for Transactions given to Sukoon and You on Your and the Customer's behalf will be bound by all such instructions and Transactions initiated or concluded through the Facility including payment of all related premiums, charges, expenses as required or requested by Sukoon

2.5 You accept that the cut-off time for a business day is the same as Sukoon's normal business hours in the UAE from Sunday to Thursday. All requests received after the cut-off time or on a bank holiday may be deemed to have been received on the following business day.

2.6 You agree that Sukoon shall in no circumstances be liable for any loss or damage arising from requests submitted to Sukoon where the time of receipt of such requests by Sukoon does not fall during the normal business timings of Sukoon.

2.7 You accept that any Transaction will only be completed as and when the process is successfully concluded and thereafter acknowledged by Sukoon.

2.8 In consideration for access to the Facility and for Your use of the Facility, You agree to, provide true, accurate, and current and complete information and data on behalf of and with full authority from the Customer and all other information as prompted or required by the Facility.

2.9 If You provide any information that is untrue, inaccurate, not current or incomplete, or not kept current, or if Sukoon has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Sukoon has the right to suspend or terminate the Facility including Your subscription or Your access to the Facility (or any portion thereof).

2.10 In the event that any untrue or inaccurate information or information not current or complete has formed the basis of any Transactions, the said Transactions shall be either voidable at the option of Sukoon, or wherever applicable or necessary void. In the event of not providing true, correct and complete data and information the Facility could also fail or be deficient.

2.11 You hereby undertake to clearly explain and disclose to each Customer that:

If any detail mentioned and/or declared to Sukoon through the Facility including the submitted Proposal Form is found fraudulent and/or unfounded, Sukoon reserves its right to forfeit all benefits payable under the Policy and/or consider the Policy as void at Sukoon's sole discretion without recourse to the Customer.
The observance by the Customer of the terms of the issued insurance Policy and the truth of statements and answers by the Client in the Proposal Form and/or any other material information provided through the Facility shall be condition precedent to any liability of Sukoon. If the circumstances in which the Insurance Policy was issued are materially altered without the written consent of Sukoon , the Insurance Policy may be considered null and void.

2.12 You hereby acknowledge that Sukoon is required to comply with relevant provisions of sanctions and the anti-money laundering and anti-terrorist financing laws of United Arab Emirates (UAE) and are subject to UAE Insurance Authority Board Resolution No. (1) of 2009 pertaining to Anti Money Laundering and Combating Financing of Terrorism, as well as all related laws and instructions issued by the UAE Central Bank from time to time and You agree to use reasonable endeavours to verify and comply to the same before entering any details about the Customer through the Facility and/or referring any such Customer to Sukoon and if required shall provide the relevant records to Sukoon at its request.

3 User ID and Password

3.1 Where an initial User Password is received by You from Sukoon, the User undertakes to change the Password immediately by logging into the Facility.

3.2 The User confirms and agrees that he will be the sole and exclusive owner and is the only authorized user of his User ID and the User Password and accepts sole responsibility for use, confidentiality and protection of the User ID and the User Password as well as for all Transactions initiated through his User ID and shall ensure that the User Password/s is/are not revealed to any third party or recorded in any written or electronic form. Customer undertakes not to disclose the Password to any person including employees of Sukoon.

3.3 Any Transactions authorised by using the User ID and User Password shall be deemed to be that of and initiated by the User with full authority of the represented corporate entity and the Customer and Sukoon is not responsible for any misuse of the Facility or the Services. If third parties gain access to the Facility or any of the Services offered as part of the Facility through the use of the User ID and User Password, the User shall be deemed to be responsible and the User hereby indemnifies and holds harmless Sukoon against any liability, costs or damages arising out of claims or suits by or against such third parties based upon or relating to such access and misuse.

3.4 It is the User's responsibility to ensure that no unauthorised person has access to its computer unattended whilst accessing the Facility.

3.5 The User shall immediately notify Sukoon in writing on the User becoming aware of any loss, theft or unauthorised use of the User ID and/or User Password; or any receipt by the User of confirmation of any Transaction which the User did not initiate or authorise; or any inaccurate information entered or having become aware in relation to any issued Policy. If the User fails to notify Sukoon immediately upon the User knowledge when any of the above conditions occur, neither Sukoon nor any of their officers, directors, employees, Advisors, Affiliates or subsidiaries can or will have any responsibility or liability to the User or to any other person whose claim may arise through the Customer or the User with respect to any of the circumstances described above.

3.6 Under no circumstances shall Sukoon or anyone involved in creating, producing, delivering or managing the Facility be liable for any direct, indirect, incidental, special or consequential damages that result from the use of the Facility including any of the Services.

4 Evidence Of Account Transactions

4.1 Sukoon's own records of the Transactions maintained through computer systems or otherwise shall be accepted as conclusive and binding for all purposes. More particularly, the record of Sukoon generated by the Transactions, including the recording of the time of the Transactions shall be conclusive proof of the genuineness and accuracy of the Transactions.

5 Restrictions on Use

5.1 You agree not to use this Facility or the Facility for any illegal purpose or in any manner inconsistent with the Agreement . You agree not to use, transfer, distribute or dispose of any information contained in the Facility in any manner that could compete or conflict with the business interest of Sukoon or otherwise compromise or imperil the interests of Sukoon. You acknowledge that the Facility has been developed, compiled, prepared, revised, selected and arranged by Sukoon through the application of methods and standards of judgement developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property of Sukoon and may also include trade secrets of Sukoon and such others. You agree to protect at all times the proprietary rights of Sukoon and all others having rights in the Facility at all times and to comply with all reasonable written requests made by Sukoon or its suppliers of content, equipment or otherwise ("Suppliers") to protect their and others' contractual, statutory and common law rights in the Facility.

5.2 You agree to notify Sukoon in writing promptly upon becoming aware of any unauthorized access or use of the Facility by any party or of any claim that the Facility infringes upon any copyright, trademark or other contractual, statutory or common law rights.

5.3 You shall not, except as permitted by the Agreement:

Reverse engineer, decompile, disassemble, copy, reproduce, distribute, modify, transmit, perform, publish or create derivative works from or in any way exploit any of the Facility / Facility in violation of the Agreement or the laws of UAE.
Create a database in electronic or structured manual form by systematically downloading and storing the entire Facility or part thereof save and except such information as relates or concerns You.
Rent, lease, sell, sublicense, or lend Your access to the Facility and to the Facility.
Cache or permit caching by any person.
Do any act that violates Sukoon's intellectual property rights in the Facility or the Facility.
Engage in any fraudulent, abusive or illegal activity, including but not limited to any communication or solicitation designed or intended to fraudulently obtain the Password or any private information of any use.
Use the Facility or the Facility to violate the security of any computer or computer network, crack Passwords or security encryption codes, transfer or store illegal material including threatening or obscene material or engage in any kind of illegal activity.
Run mail list or any form of auto-responder, or spam on Facility or any processes that are run or are activated while You are not logged on or engage in any virus attack or denial of service attach or engage in any activity designed and/or intended to interfere with the working of Facility/Facility for any duration of time.

6 Disclaimer of warranties

6.1 You specifically agree that any misuse or negligence caused by You under this Agreement will entitle Sukoon to take suitable action against You and others engaged in such acts under civil, criminal and/or common law for damages and/or punishment. You agree to indemnify and keep Sukoon indemnified at all times from all losses, damages, costs, expenses, loss of profits, loss of business, proceedings, actions, suits (including legal fees) caused to or suffered by Sukoon as a direct or indirect consequence of Your actions or actions that are attributable to Your User ID, including due to breach of this Agreement, error, negligence or default.

6.2 Sukoon shall not be responsible or liable for the authenticity, accuracy, completeness, errors, omission, typographic errors, disruption, delay, interruption, failure, deletion, defect of any information, research, reports, analysis, quotes etc in this Facility or any part thereof.

6.3 Sukoon shall not incur any liability direct or indirect, to You or any third party, as a consequence of non-functioning of any equipment belonging to You, any third party or us. We shall not be responsible for any downtime of such equipment.

6.4 Sukoon does not warrant or guarantee that access to the Facility and the Facility will be uninterrupted, timely, secure, or error free; nor does Sukoon make any warranty or guarantee as to the results that may be obtained from the Facility or use of the Facility or as to the accuracy or reliability of the Facility.

6.5 Sukoon shall not be liable for any action taken by You based on or relying on the information provided in or by the Facility.

6.6 Sukoon will not be liable for any virus that may enter Your system as a result of You using the Facility. Sukoon makes no warranty to You or third parties that the Facility will be virus free. Sukoon will not be liable for any direct, incidental or consequential loss, which may be caused to You as a result of Your use of the Facility / Facility.

6.7 If You are dissatisfied with the Facility or any portion thereof, the Facility or with any of the Agreement terms and conditions, Your sole and exclusive remedy is to discontinue using this Facility

6.8 Sukoon reserves the right to store information on a user's computer in the form of a "cookie" or similar file for purposes of modifying the Facility to reflect users' preferences.

7 Limitation of liability

7.1 Under no circumstances, including but not limited to negligence, shall Sukoon, its employees and directors, its suppliers and its third party advisors be liable to You for any direct, indirect, incidental, special or consequential damages or any damages whatsoever including punitive or exemplary (including, but not limited to, damages caused by any virus, personal injury, loss of profits, data or other intangible, business interruption, loss of privacy, or any other pecuniary loss), arising out of or in any way connected with the use/delivery/performance of this Facility, with the delay or inability to use this Facility or any links or items on the Facility, the provision of or failure to provide Services, or for the content obtained through this Facility, or otherwise arising out of the use of this Facility, whether based on contract, tort, strict liability or otherwise, or for cost of procurement of substitute goods and repair and correction services or resulting from the use of this Facility or obtained or messages received or transactions entered into through or from the Facility or resulting from unauthorized access to or alteration of Your transmissions or data, even if Sukoon has been advised of the possibility of such damages.

7.2 You agree that Sukoon shall not be liable for any damages arising from interruption, suspension or termination of the Facility, including but not limited to direct, indirect, incidental, special, consequential or exemplary damages, whether such interruption, suspension or termination was justified or not, negligent or intentional, inadvertent or advertent.

8 Intellectual Property and Sukoon Technology

8.1 All Intellectual Property, Sukoon Technology materials, documents and other computer software and hardware belonging to Sukoon and/or relating to business conducted under this Agreement and in the possession of the User shall at all reasonable times be available to Sukoon and its duly authorised representatives for inspection and audit.

8.2 If this Agreement is terminated or notice of termination is given, such Intellectual Property, Sukoon Technology, materials, documents and computer software and hardware belonging to Sukoon must be delivered to Sukoon by the User within thirty (30) days from the day on which the Agreement is terminated.

8.3 Sukoon hereby grants to the User a non-exclusive, personal, royalty free non-transferable, non-assignable right to use in the Territory such of Sukoon's Intellectual Property and Sukoon Technology as may be provided by Sukoon to the User for the purposes of this Agreement (the Sukoon Deliverables). Notwithstanding the rights granted to the User under this Agreement, Sukoon shall retain all ownership rights, title and interest (including, without limitations, all worldwide intellectual property rights) in the Sukoon Deliverables, provided further that the User covenants and agrees not to use the Sukoon Deliverables otherwise that in connection with and in furtherance of the performance of its obligations under this Agreement.

8.4 The User covenants and agrees that it will only use technically competent, properly trained and qualified personnel in the provision, performance, reference and/or usage of Sukoon's Intellectual Property and/or Sukoon Technology, provided that the User may use personnel who are undergoing training, subject to such personnel being subject to appropriate supervision by fully trained and qualified personnel

8.5 The User further covenants and agrees that it will ensure that its personnel will take adequate care of Sukoon Technology at all times and will ensure adequate care and accuracy of data being entered into and/or referred from Sukoon technology and/or Sukoon's Intellectual Property

8.6 The User Covenants and agrees that it shall not modify, enhance, update or otherwise alter the Sukoon Deliverables or otherwise use the Sukoon Deliverables other than in furtherance of its obligations under this Agreement.

8.7 You should assume that everything You see or read or hear or experience on the Facility (including but not limited to directories, guides, news articles, opinions, reviews, text, photographs, images, illustrations, profiles, audio clips, video clips, trademarks, service marks and the like, (collectively " the Content") is copyrighted / protected by intellectual property rights laws unless otherwise mentioned and may not be used except as provided in this Agreement.

8.8 Subject to the foregoing provisions, the Parties shall not use or make use of any of the other Party's Intellectual Property, name, trademarks, service marks or logos without first obtaining the written consent and approval of the other Party.

9 Confidentiality

9.1 The Receiving Party shall not at any time without the prior written consent of the Disclosing Party:

Utilise, copy employ or use in any manner any of the Confidential Information otherwise than in furtherance of its obligations under this Agreement;
Disclose any of the Confidential Information to any third party, other than to any of the Receiving Party's Representatives who are reasonably required in the course of their duties to receive and acquire the same and who are made aware of the confidentiality provisions contained in this Agreement. The Receiving Party shall be primarily liable for any breach of these provisions by any of its Representatives; and
Make any copies of the Confidential Information or reproduce it in any form except for the purpose of supplying the same to those whom disclosure is permitted in accordance with this Agreement.

9.2 The Receiving Party shall take every reasonable precaution to maintain the confidentiality of Confidential Information.

9.3 A Party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible.

10 Term

10.1 The term of this Agreement shall be one (1) year from the Effective Date (the "Term") and shall renew automatically on the date of its anniversary, unless terminated in accordance with the Termination clause

11 Termination

11.1 Sukoon reserves the right, in its sole discretion, to terminate the User's use of the Facility and/or any of the Services immediately without giving any prior notice to the User.

12 Waiver

12.1 No failure or delay on the part of Sukoon to exercise any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall anypartial exercise by Sukoon of any power, right or remedy prevent any other alternative exercise thereof or the exercise of any other power, right or remedy. The remedies provided in this Agreement are cumulative and are not exclusive of any remedies provided by law.

13 Relationship between the Parties

13.1 Nothing herein shall be deemed or construed by the Parties hereto nor by any third Party as creating a partnership, an agency relationship or of joint venture between the Parties or any of their respective agents hereto. For the avoidance of doubt, neither Party has power nor does authority under this Agreement to bind the other Party nor make promises or representations in any circumstance whatsoever on behalf of the other Party.

14 Severability

14.1 Each of the provisions of this Agreement are severable from the others and if at any time one or more of such provisions is or becomes illegal, invalid or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired.

15 Changes to the Terms

15.1 Sukoon reserves the right to make changes to this Agreement from time to time, to address changes including as required by the law or regulatory changes or as required due to changes to functionality offered through the Facility. Your continued use of the Facility after the date the changes are advised to You will constitute your acceptance to such modified terms.

16 Governing Law

16.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the United Arab Emirates. Each of the Parties will submit to the exclusive jurisdiction of the courts of United Arab Emirates

The User confirms having read, understood and accepted the above terms and conditions in acknowledgement of which he/she has submitted this agreement to Sukoon by clicking the "I Accept" button.

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