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HomeMy WebLinkAbout20-0217 e-CARMA • ao - oa�� City.of Elgin • e-CARMA® USAGE AGREEMENT This e-CARMA® Usage Agreement ("Agreement") sets forth the terms and conditions upon which The Travelers Indemnity Company("Travelers")will provide you,its Customer,with Internet access to the e-CARMA services. 1. SERVICE. Travelers shall provide Customer with Travelers standard e-CARMA service, without special customization, to permit Customer to access certain data that Travelers maintains pertaining to insurance and/or self-insurance services that Travelers and/or its affiliates perform for Customer. Travelers shall incorporate any future modifications, alterations, enhancements,or other changes that Travelers makes to its e-CARMA service into the e-CARMA service provided to Customer automatically and without exception. 2. EQUIPMENT. Customer will be responsible for providing its own equipment suitable for accessing and using.the e-CARMA. service and for any and all expenses associated with saidequipment,its servicing or replacement. 3. CORRECTIONS AND BACKUP.Upon notice from Customer,Travelers will,in a commercially reasonable manner: a) endeavor to correct any malfunction or failure of the e-CARMA service to perform as set forth in the most recent version of Travelers publication"Quick Guide." b) correct any Travelers supplied data which is incorrect in content or format. Travelers shall provide back-up capabilities for the e-CARMA service as of the end of the previous business day. 4. WARRANTIES AND LIMITS OF LIABILITY. Other than the express warranties outlined in this Agreement TRAVELERS MAKES NO WARRANTY THAT THE e-CARMA SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE AND FURTHER, • TRAVELERS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR FOR ANY OTHER MATTER WHATSOEVER WITH RESPECT TO THE e-CARMA SERVICE AND HEREBY.DISCLAIMS ANY LIABILITY WITH RESPECT TO THE DATA,INCLUDING BUT NOT LIMITED TO ITS ACCURACY, ADEQUACY, COMPLETENESS, USEFULNESS, OR RELIABILITY, MADE AVAILABLE TO OR USED BY CUSTOMER IN CONNECTION WITH THE SERVICE PROVIDED UNDER THIS AGREEMENT. TRAVELERS SHALL NOT BE' RESPONSIBLE'FOR ANY LOSS OF USE, DELAYS OR INTERRUPTIONS IN THE e-CARMA SERVICE PROVIDED HEREUNDER HOWSOEVER CAUSED,AND FURTHER,TRAVELERS SHALL NOT BE RESPONSIBLE FOR THE FAILURE OF THE e-CARMA SERVICE TO OPERATE USING THE EQUIPMENT SUPPLIED BY CUSTOMER. 5. LIMITATION OF LIABILITY. In no event will the liability of Travelers hereunder exceed the cost of the annual.fee for the . services provided hereunder. In no event shall any Party be liable to any other for any special consequential, indirect or exemplary damages,in contract or tort,except as provided in Paragraph 9 of this Agreement. 6. OWNERSHIP.Travelers and/or its affiliates are the owners of the computer software application system known as e-CARMA, including all programs,data and information contained therein except that Travelers does not own programs whichare.produced by the Customer. The Customer acquires only a license under this Agreement and does not acquire any ownership rights in the service that Travelers provides. 7. SECURITY. Subject to the terms and conditions of this Paragraph 7, Customer agrees to grant access to the e-CARMA service solely to individuals who Customer has first specifically identified to Travelers in writing.Customer agrees that it will make no attempt to attain access to the computer programs constituting the e-CARMA application or to any other information in Travelers data processing files and documentation other than in connection with Customer's relationship with Travelers. a) Customer Security Representative. Customer shall designate a Customer Security Representative (CSR):who shall be • responsible•for"administering all passwords issued to Customer's personnel and for instituting and maintaining all security . measures set forth in this Agreement or reasonably required by Travelers. The CSR is responsible for contacting Travelers • immediately upon learning of a Security related matter. Travelers will contact the CSR should Travelers learn of a security • related matter. Currently,Mike Strietelmeier,(860)277-9182,is Travelers designated Security Representative. b) Passwords.Access to the e-CARMA service through Customer's identification number is verified by confidential passwords. Customer identification numbers and passwords are not to be shared. Customer is responsible for all access made under Customer's identification number and passwords and agrees to exercise reasonable care to protect their confidentiality'and prevent their unauthorized use. Should Customer suspect any unauthorized use of any Customer identification number and • password or should an employee having an identification number and password leave Customer's employment, Customer should contact Travelers immediately to deactivate the associated identification number and/or password.Travelers will issue a new Customer identification number and password upon request. 8.WAIVER. Travelers failure to enforce at any time any of the provisions of this Agreement, or to exercise any remedy,or to require at any time Customer's performance of any provision hereof,shall in no way constitute a waiver of such provision,nor in any way affect the validity of this Agreement or Travelers right thereafter to enforce each and every such provision. Travelers e-CARMA®Usage Agreement Page 1 of 2 City of Elgin • 9.CONFIDENTIALITY: Customer acknowledges that all material and information whichhas or will come into its possession or knowledge in connection with this Agreement or the performance hereof, consists of confidential and proprietary data, the disclosure or use of which by third parties will be damaging. Customer therefore agrees to hold such materials and information in strictest confidence, not to make use thereof other than for the performance of this Agreement, to release it only to employees requiring this information and not to release or disclose it to any other party and to comply with any applicable laws and regulations regarding access to or disclosure of such materials and information. If Customer has also requested that Travelers allow Customer's broker or agent to have access to the material or information pertaining to Customer's insurance or self- insurance services which Travelers maintains as part of its e-CARMA service,Customer states that it has requested this access because of the critical role the agent or broker plays in Customer's risk management and litigation management functions. In return or Travelers granting this access,Customer agrees that Travelers may require Customer's broker or agent to execute an Authorization,which authorizes the broker or agent to have access to such material or information and which requires the broker or agent to keep confidential that material or information which it accesses. Customer further agrees to fully indemnify,defend, and hold harmless Travelers from and against all claims,losses,judgments,payments,liabilities,damages,suits at law or equity , or costs or expenses,including attorneys'fees,which Travelers may suffer,pay or incur by reason of: • a) The availability to Customer,its broker or agent of the aforementioned material and information,or b) Customer,its broker or agent making use of the,material and information in a manner other than for the performance of this Agreement,or c) Customer, its broker or agent and/or its employees releasing the material and information to anyone other than its broker or agent,or to its employees. • Any Collateral delivered to Travelers or a Travelers affiliate by Customer to secure Customer's payment obligations to Travelers or its affiliate(s) under Customer's insurance program with Travelers or such Travelers affiliate(s)will also act as Collateral to secure Customer's indemnification obligations to Travelers under this Agreement. This clause survives termination of this Agreement. • 10. ASSIGNMENT. Customer may not assign its rights or obligations under this Agreement without Travelers written consent. 11. BENEFITS, This Agreement shall be binding upon and inure to the benefit of Customer and Travelers, and their respective successors and(if applicable)assigns. 12. CONSTRUCTION. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. In the event any portion of this Agreement shall be unenforceable under the laws of the State of Connecticut, the remaining portion of this Agreement shall remain in effect. 13. TERMINATION. This Agreement shall be in effect for one (1)year from the date of Customer's first access to the e- CARMA service. Either party may terminate this Agreement by giving thirty (30) days written notice at any time. Unless terminated, this Agreement shall renew for successive one (1) year terms. However, Travelers reserves the right to terminate.this contract immediately without notice to Customer in the event of a violation by Customer of Section 7 or Section 9 of this Agreement. In the event of a termination by either party,Travelers shall have no obligation to perform the services described in Section 1.after the termination date. 14. NOTICES. Any Notices required or permitted under this Agreement (other than those required by Section 7 of the Agreement)shall be in writing and delivered to the persons signing this Agreement(or their successors). 15.ACCEPTANCE.This e-CARMA®Usage Agreement,together with the agreement(s)between the parties which govern the terms under which the applicable charges are computed and under which those charges are paid to Travelers, represents the entire agreement between Travelers and Customer relating to the e-CARMA services.It replaces any earlier written or oral representation by either party. Any modifications to this Agreement must be in writing and signed by authorized officers of both parties. The Travelers Indemnity Company City of Elgin By: lk 14€144 By: • Michael J.Strietelmeier/Vice President Richard G. Kozal, City Manager Printed Name/Title Printed NameTtle December6,2019 February 17, 2020 Date Date Travelers e-CARMA®Usage Agreement Page 2 of 2 < ofci ti Memorandum • City of Elgin �kiT�pC��^• Date: February 24, 2020 To: Kim Dewis From: Kelly Wasilewski Subject: Travelers e-CARMA Usage Agreement Attached is the Travelers e-CARMA Usage Agreement that was executed by Rick Kozal on February 17, 2020. Please contact me if you need anything further in this matter. KW :kw Attachment