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End User Terms and Conditions For Users Of XML Rate File Developer Tools

These End User Terms and Conditions (“Terms and Conditions”) govern the use of the CMFG Life Insurance Company (“CMFG Life”) XML Rate File Developer Tools and the services related thereto (the “Developer Tools”). The use of the Developer Tools and/or any resulting Rate File shall constitute acceptance of these terms and conditions by you (“End User”).

  1. License Grant.  End User is licensed hereunder to use the Developer Tools to support End User’s use of CMFG Life’s Lending Calculation Engine only, and for no other purpose (“License”).

  2. OWNERSHIP.End User acknowledges that as between the parties, the Developer Tools are the sole property of CMFG Life. Any use of the Developer Tools outside of these terms and conditions by End User requires the prior express written consent of CMFG Life.  End User acknowledges and agrees that except as permitted by these Terms and Conditions, End User does not have any right, title or interest in or to the Developer Tools.   

  3. TERM.  The license will commence upon End User’s use of the Developer Tools and may be terminated by either party at any time, without cause, upon ten (10) days prior written notice.  Upon termination of this license by either party, End User shall immediately discontinue use of the Developer Tools.

  4. PRICING.  CMFG Life is providing the Developer Tools at no charge to End User.  However, CMFG Life reserves the right to charge a license fee at any time, by providing End User with thirty (30) days prior written notice.

  5. CONFIDENTIALITY.  Each Party agrees that Confidential Information, as hereinafter defined, which the other Party or its affiliates ("Disclosing Party") provides to such Party or its affiliates ("Receiving Party") or to which Receiving Party gains access in the course of performing its responsibilities hereunder are the property of the Disclosing Party. Receiving Party shall hold Disclosing Party’s Confidential Information in trust and confidence and not disclose such Confidential Information without the Disclosing Party’s prior written consent, or use such Confidential Information for any purpose other than as necessary to grant or use the License hereunder. “Confidential Information” means (i) the Developer Tools, and (ii) each party’s business information which is sensitive, proprietary and/or valuable, and which is not in the public domain, including but not limited to the documentation, any information relating to software plans, programming codes, product development, methods of operation, designs, costs, prices, finances, marketing plans, customer lists, business strategies or opportunities, personnel, research, development, trade secrets or know-how.  Confidential Information does not include information that: (a) is or becomes lawfully available to the public without breach of any obligation owed to the other party; (b) was known to a party without restriction prior to its disclosure by the other party and without breach of any obligation owed to the other party; (c) was independently developed by a party without breach of any obligation owed to the other party; or (d) is received from a third party without restriction and without breach of any obligation owed to the other party. 

  6. WARRANTIES.  End User expressly understands and agrees that CMFG Life shall not be liable for any loss or damage whatsoever (direct, indirect, punitive, actual, consequential, incidental, special, or otherwise) resulting from End User’s access to or use of the Developer Tools, CMFG Life’s Lending Calculation Engine or any resulting Rate File, regardless of the basis upon which liability is claimed, even if CMFG Life has been advised of the possibility of such loss or damage. END USER acknowledges that the DEVELOPER TOOLS IS being provided “as-is” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED OR COLLATERAL, EXCEPT TO THE EXTENT THAT ANY WARRANTIES OR CONDITIONS IMPLIED BY LAW CANNOT BE VALIDLY WAIVED OR DISCLAIMED. THE DISCLAIMED WARRANTIES OR CONDITIONS, TO THE EXTENT ALLOWED BY LAW, INCLUDE BUT ARE NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND FITNESS FOR A PARTICULAR PURPOSE.

  7. INDEMNIFICATION. End User will indemnify, defend and hold CMFG Life and its officers, directors, employees, shareholders, principals, partners, agents, subsidiaries and affiliates (each an “Indemnified Party”), harmless from and against any and all claims, judgments, losses, deficiencies, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) incurred by an Indemnified Party in connection with, arising out of or resulting from any claim, demand, suit, action, or proceeding by a third party (the “Claim”) against an Indemnified Party as a result of End User’s use of the Developer Tools and/or breach of these Terms and Conditions.

  • 8.1.Notices. All notices or other communications (except day-to-day communications) shall be made in writing and shall be mailed, certified mail, return receipt requested and postage prepaid, or sent by overnight courier charges prepaid to the address provided by the other party in writing. For CMFG Life, notices shall be mailed to the attention of the principal business contact, with a copy also provided to the Legal Department.
  • 8.2.Governing Law. The construction, interpretation and enforcement of these Terms and Conditions shall be governed by the substantive law of the United States of America and the State of Wisconsin, without regard to its conflict of law provisions. For matters subject to litigation hereunder, the Parties consent and submit exclusively to the jurisdiction and service of process of the courts of the State of Wisconsin or the courts of the United States located in Wisconsin and those courts competent to hear appeals from those courts.
  • 8.3.Irreparable Harm. Irreparable harm shall be presumed if either Party breaches any covenant of these Terms and Conditions relating to its obligations of confidentiality or the other Party’s proprietary rights, and the breaching party shall not oppose the granting of an injunction to the aggrieved party.
  • 8.4.Assignment. End User may not sell, assign, or transfer any rights or interests created hereunder without the prior written consent of CMFG Life.
  • 8.5.Amendment and Waiver. These Terms and Conditions may be amended and/or modified by CMFG Life by the provision of a written notice at least thirty (30) days’ prior to the amendment or modification taking effect.
  • 8.6.Entire Agreement. These Terms and Conditions are intended by the Parties hereto to be the final expression of their agreement, and constitute the full and entire understanding between the Parties with respect to the subject hereof.