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WELCOME to the CNA central website available under the
domain name cnacentral.com operated by the Continental Casualty Company
("CNA") and its related sites operated by CNA
affiliates (the "CNA Affiliates"), and such other
or successor domain names as CNA or the CNA Affiliates may make available,
operate, acquire or use from time to time (collectively, this "Site").
This General Terms of Service Agreement (this "Agreement")
sets forth the terms and conditions governing your use of this Site and
your access to and use of the information, content and services offered
on this Site (which, collectively with this Site, constitute the "Services").
By accessing or using this Site or any of the Services, you accept and
agree to be legally bound by this Agreement, as it may be amended or supplemented
from time to time (as further described below), and agree to all operating
rules and/or policies of CNA and the Services that may be published by
CNA on this Site. All these rules and policies are incorporated into this
Agreement by this reference. CNA has other operating rules and policies
relating to the Services generally. Further, certain areas of this Site,
including, without limitation, access to the secured site may require
registration and/or be subject to additional terms and conditions of use.
IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS
THIS SITE OR USE THE SERVICES.
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CNA Reserves the Right to Revise this
Agreement. CNA reserves the right, at any time and from
time to time, to update, revise, supplement and to otherwise
modify this Agreement, and to impose new or additional rules,
policies, terms or conditions on your use of the Services. Such
updates, revisions, supplements, modifications and additional
rules, polices, terms and conditions (collectively referred
to in this Agreement as "Additional Terms")
shall be effective immediately and incorporated into this Agreement
upon notice thereof, which may be given by any reasonable means
including by posting to this Site. Your continued use of the
Services following such notice shall be deemed to conclusively
indicate your acceptance of any and all such Additional Terms.
All Additional Terms are hereby incorporated into this Agreement
by this reference.
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CNA May Revise or Terminate Any Part of
the Services at Any Time. CNA reserves the right, at any time and from time to time,
to modify or discontinue, temporarily or permanently, the Services, with or without notice and
in its sole discretion. This includes the right to modify, discontinue or remove any content,
postings, links, pages, services, or other materials at any time and for any reason.
You agree that CNA shall not be liable to you for any modification, general suspension
or discontinuance of any Services. CNA may, in its sole discretion, refuse or restrict
anyone from access to any or all of the Services at any time, or CNA may,
again in its sole discretion terminate the access or any use or registered account with or
without prior notice or cause.
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Confidentiality.
| (a) You acknowledge that your officers,
agents and employees will have access to the computer/software programs and associated documentation
and material which are proprietary and trade secrets of CNA inasmuch as they involve processes and compilations
of information which are secret, confidential and are not generally known to the public and which are
the product of expenditures of time, effort, money and/or creative skills of CNA (Confidential Information?).
You further acknowledge that the proprietary interests in all software and
related documentation in use under this Agreement shall remain the sole and exclusive property of CNA,
and shall be regarded as Confidential Information.
You further agree to treat all Personal Information accessed hereunder as Confidential Information.
Breach of this Section 3 by you, or any officer, principal, agent or employee of you shall be grounds for immediate
termination of this Agreement and any associated access by CNA.
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(b) The use of Confidential Information is furnished to the Customer on a confidential and secret basis for the
sole and exclusive use by you. You agree that you will use the access to the site only for business purposes.
Other than as provided herein, you will not use, publish, disclose or otherwise divulge the Confidential Information to
any person, other than your employees or officers who have a business need to know, at any time, either during or after termination
of this Agreement.
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(c) Should you be required by court order or other requirement of law, including a subpoena or similar document,
to release or disclose any information or matter required to be kept confidential by this Agreement,
you shall promptly provide notice to CNA before responding to or complying with such court order or rule
of law so that CNA may have the opportunity to resist the release or disclosure by timely and appropriate process.
Absent the entry of a protective order, you shall and may disclose only such information that is advised by your counsel
must be disclosed by law.
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(d) You hereby agree to indemnify CNA from any loss, damage or expense suffered or incurred by CNA by reason of your violation
or violation by an officer, principal, agent or employee of you of this Section 3.
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(e) You hereby agree that for breach of this Section 3 monetary damages will not be an adequate remedy.
Accordingly, CNA shall have the right to enjoin any wrongful disclosure of Confidential Information or your nonperformance of your
obligations hereunder in any court of competent jurisdiction, without prejudice to any other rights and remedies available to CNA.
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(f) Your obligations under this Section 3 shall survive the termination of the Agreement.
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Privacy
| (a) You acknowledge that you may have access to Personal Information through your access hereunder
and that Personal Information may be protected under state and federal privacy laws.
You agree to use and disclose Personal Information only as permitted by applicable state and federal privacy laws.
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(b) You shall take all reasonable security precautions, including maintaining a privacy protection protocol,
to maintain the confidentiality and security of all Personal Information, take all steps necessary to protect against unauthorized access to
Personal Information, and to protect against any anticipated threats or hazards to the security of such information.
Among other things, you shall limit access to Personal Information to those with a business need to view the information.
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Acceptable Use of the Services.
In order to use the Services, you must obtain access to the
World Wide Web directly or through devices that access web-based
content and pay any and all service fees associated with such
access.
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(a) Individual Use. You
agree that you are only authorized to visit, view and
to retain a single copy of pages of this Site solely
for your own individual use, and that you shall not
duplicate, download, publish, modify or otherwise distribute
any material on this Site for any purpose other than
for your own individual use unless otherwise specifically
authorized by CNA. CNA posts legal notices and various
credits on pages of this Site, which may not be removed
even in your permitted copy. You shall not remove these
notices or credits, or any additional information contained
along with the notices and credits.
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(b) Deep Links. You shall
not "deep-link" to this Site, meaning that
you will not create, post, display, publish or distribute
any link to any page other than the front (home) page
of this Site for any purpose, unless specifically authorized
in writing by CNA to do so.
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(c) Security, Cracking and Hacking.
You shall not violate or attempt to violate the security
of the Services. Accordingly, you shall not: (i) access
data or materials not intended for you; (ii) log into
a server or account which you are not authorized to
access; (iii) attempt to probe, scan or test the vulnerability
of a system or network or to breach security or authentication
measures without proper authorization; or (iv) attempt
to interfere with service to any user, host or network,
including without limitation, via means of submitting
a virus to the Services, overloading, "flooding",
"mailbombing" or "crashing" the
Services. Violations of system or network security
may result in civil or criminal liability. CNA reserves
the right to investigate occurrences which may involve
such violations and may involve, and cooperate with,
law enforcement authorities in prosecuting users who
have participated in such violations. You understand
that data and communications, including e-mail and
other electronic communications, may be accessed by
unauthorized third parties when communicated over the
Internet. You agree that it is your responsibility
to install anti-virus software and related protections
against viruses, Trojan horses, worms, time bombs,
cancelbots or other computer programming routines or
engines that are intended to damage, destroy, disrupt
or otherwise impair a computer's functionality or operation
which may be transferred to your computer via the Services.
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(d) You Are Responsible For All
of Your Activities and All of The Content You Post.
You represent and warrant that any information you
post or provide to CNA by means of the Services, including,
without limitation, as part of any registration or
application or to gain access to any Services, is truthful,
accurate, not misleading and offered in good faith.
Any information disclosed to you via the Services including,
without limitation, any content in any personalized
areas of this Site, may be used only for its intended
purpose. CNA expects that you will exercise caution,
good sense and proper judgment in using the Services.
You agree NOT to use the Services for or in connection
with any of the following activities:
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i) Spoofing or otherwise impersonating
any person or entity, including, without limitation,
any other users or any of CNA's personnel, or falsely
stating or otherwise misrepresenting your identity
or affiliation in any way, or forging any TCP/IP packet
header or any part of the header information in any
e-mail or other posting;
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ii) Any fraudulent or illegal purpose;
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iii) E-mailing, uploading, or otherwise
transmitting or using the Services in furtherance of
the use or distribution of any unlawful, harmful, harassing,
defamatory, tortious, libelous, abusive, threatening,
vulgar, sexually explicit, obscene, hateful, racially,
ethnically or otherwise objectionable material of any
kind, or any material that is invasive of another's
privacy or exploits children, or transmitting any sexually
explicit materials, including images and other content;
and
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iv) Transmitting material that contains
viruses, Trojan horses, worms, time bombs, cancelbots
or other computer programming routines or engines that
are intended to damage, destroy, disrupt or otherwise
impair a computer's functionality or the operation
of the Services, detrimentally interfere with, surreptitiously
intercept or expropriate any system, data or information,
or transmit any materials that otherwise violate CNA's
rules or policies.
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(e) Account Password and User
ID. If applicable, you will be able to access
certain portions of this Site as a registered user
of the Services. As a registered user of the Services,
you shall receive or establish one or more passwords
and accounts. Maintaining the confidentiality and security
of your passwords and accounts is solely your responsibility.
Accordingly, you shall maintain the security and confidentiality
of your accounts. If you receive multiple passwords
or account designations, you are solely responsible
for (i) assigning them to persons within your organization
and (ii) terminating such passwords and account designations
when such persons do not retain authority to access
the Services on your behalf. Do not divulge your password
or account information to any third party. You are
entirely responsible for all activities that occur
on or through your account(s), and you agree to notify
CNA immediately about any unauthorized use of accounts
or any breach of security. You agree that CNA and its
affiliates shall not be responsible for any losses
incurred in connection with any misuse of or failure
to secure passwords, nor shall they have any responsibility
whatsoever for your failure to comply with this Section
3(e). CNA retains the right to examine your records
of user activity and/or account activity for any accounts
registered to you.
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(f) Do Not Violate Third Party
Intellectual Property Rights. Without limiting
the foregoing, you may not, and by using the Services
you agree not to, use the Services to: (i) transmit
material that is copyrighted, unless you are the copyright
owner or have obtained the permission of the copyright
owner to transmit it; (ii) transmit material that reveals
trade secrets, unless you own them or have the permission
of the owner to so transmit them; or (iii) transmit
material that infringes on any Intellectual Property
Rights (as defined below) of others or violates the
privacy or rights of publicity of others. For purposes
of this Agreement, the term "Intellectual
Property Rights" means collectively, rights
under patent, trademark, copyright and trade secret
laws, any applications or registrations relating to
such rights and any other intellectual property or
proprietary rights recognized in any country or jurisdiction
worldwide, including, without limitation, the waiver
of moral rights and similar rights.
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(g) Ownership. All content
and materials included in the Services, including,
without limitation, text, graphics, logos, button icons,
images, audio clips, and software are the property
of CNA or its licensors and are protected by U.S. and
international copyright, trademarks and other proprietary
rights and Intellectual Property Rights laws. The compilation
of all content included in the Services is the exclusive
property of CNA and is protected by U.S. and international
copyright laws. All software included in the Services
is the property of CNA or its licensors and protected
by U.S. and international copyright laws. Except to
the minimum extent otherwise expressly permitted under
copyright law, no copying or exploitation of material
from the Services is permitted without the express
written permission of CNA and any other applicable
copyright owner. You also may not resell the Services
(or any part thereof). You acknowledge that you do
not acquire any ownership rights by virtue of downloading
copyrighted material from the Services. All rights
not expressly granted hereunder are expressly reserved
to CNA. If you believe your rights under applicable
copyright laws are being infringed, you may notify
CNA by completing the "Contact Us" form.
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(h) Spidering. THE USE
OF ANY TOOLS, PROGRAMS, ROBOTIC ALGORITHMS OR PRODUCTS
TO AUTOMATICALLY DOWNLOAD OR "SPIDER" THIS
SITE OR ANY OF THE PAGES OF THIS SITE IS EXPRESSLY
PROHIBITED AND INFRINGES ON CNA's COPYRIGHTS. DO NOT
USE ANY SUCH TOOLS OR PRODUCTS ON OR IN CONNECTION
WITH THE SERVICES.
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(i) Trademarks. "CNA"
is a registered trademark. The "look and feel"
of this Site is also trademark and proprietary trade
dress. This includes CNA's color combinations, button
shapes, layout, and all other graphical and navigational
elements. The "look and feel" of the CNA
Affiliates sites, including without limitation their
color combinations, button shapes, layout, and all
other and all other graphical and navigational elements
are also trademarks and proprietary trade dress. The
aforementioned sites contains other registered and
common law trademarks of CNA in addition to those listed.
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(j) Promotional Materials/Co-Branding.
You agree that any sales, promotional, informational
or educational or marketing materials provided by CNA
shall not be altered or changed in any manner except
for the authorized placement of names, logos or your
entity specific data.
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(k) Termination. Without
limiting any of the forgoing, including the rights
reserved in Section 2, CNA may and will terminate your
service immediately, if, in its sole discretion, CNA
believes that your conduct fails to conform with this
Section 3 (Acceptable Use of the Services), this Agreement
or any other business reason. Without limiting the
foregoing, if you use, or attempt to use the Services
for any purposes other than its intended purposes (including
without limitation by tampering, hacking, modifying
or otherwise corrupting the security or functionality
of the Services), you may also be subject to civil
and criminal liability.
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Compliance with Laws. You may
use the Services only for lawful purposes. The Services are
subject to, and you agree that you shall at all times comply
with, all applicable local, state, national, and international
laws, statutes, rules, regulations, ordinances and the like
applicable to the use of the Services. This obligation includes
your agreement to comply with all applicable laws, insurance
industry-specific regulations and rules relating to the export
of technical and other data from the United States (and from
your country if you are not located in the United States) and
your agreement not to export or re-export any such data or any
other content or materials in violation of such laws, rules
or regulations without first obtaining all necessary licenses,
consents and approvals therefor, as well as authorization therefor
from CNA.
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Signatures/Your Access to Certain Services.
You acknowledge that your electronic submissions constitute
your agreement and intent to be bound by the agreements into
which you thereby enter.
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Pursuant to any applicable statutes,
regulations, rules, ordinances or other laws, including
without limitation the Electronic Signatures in
Global and National Commerce Act, P.L. 106-229 (the
"E-Sign Act") or other similar statutes,
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES,
CONTRACTS, APPLICATIONS AND OTHER RECORDS AND ELECTRONIC
DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS
INITIATED OR COMPLETED THROUGH THIS SITE. Further,
you hereby waive any rights or requirements under any
statutes, regulations, rules, ordinances or other laws
in any jurisdiction which require an original signature
or delivery or retention of nonelectronic records,
or to payments or the granting of credits by other
than electronic means.
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As a convenience and courtesy to you, the user
of this Site, CNA provides access to certain Services on this
Site such as a general contents page and a current information
page (which provides information that may include, without limitation,
news of interest to users of this Site and shipper information)
and other Services. You understand that certain Services on
this Site may include materials and information from third parties,
and you acknowledge and agree that CNA has minimal control over
such information. Accordingly, CNA cannot guarantee, represent
or warrant that the content contained in this Site is accurate,
appropriate to you, and/or inoffensive.
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Disclaimer of Warranties. YOU
ACCESS AND USE THE SERVICES AT YOUR SOLE RISK. THE SERVICES
ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION
OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, CUSTOM,
TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR
SYSTEM INTEGRATION. CNA DOES NOT WARRANT THAT THIS SITE AND
ANY SERVICES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED
OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED.
IN ADDITION, CNA DOES NOT WARRANT THAT INFORMATION AVAILABLE
ON OR THROUGH THE SERVICES ARE APPROPRIATE, ACCURATE OR AVAILABLE
FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING THEM FROM
JURISDICTIONS WHERE THEIR CONTENTS ARE ILLEGAL IS EXPRESSLY
PROHIBITED. Some jurisdictions do not allow exclusion of implied
warranties, so the above exclusions may not apply to you. IF
YOU ARE A COMPANY DOING BUSINESS IN CALIFORNIA, YOU HEREBY WAIVE
CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A general
release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected
his settlement with the debtor."
CNA may provide, via the Services, planning and educational
tools, Such tools and calculators may allow you to model "what-if"
scenarios, the results of which are illustrative and based on
the information and assumptions identified. CNA does not warrant
or otherwise guarantee that the results shown are necessarily
accurate or that products quoted at a particular rate will be
available at that rate. We make no warranty regarding the accuracy
of such calculators available for use as part of the Services.
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Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE
THAT CNA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL
OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES,
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES
(EVEN IF CNA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR
UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF CNA FOR ANY REASON AND UPON ANY CAUSE OF ACTION
(INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT
OF OR IN ANY WAY RELATED TO THIS SITE OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP
TO TWO HUNDRED FIFTY DOLLARS ($250).
THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES
IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING
FROM YOUR USE OR YOUR INABILITY TO USE THE SERVICES, OR ANY
OTHER MATTER ARISING FROM OR RELATING TO THE SERVICES. BECAUSE
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
LIMITATION MAY NOT APPLY TO YOU.
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Indemnity of CNA. You agree to indemnify and hold CNA harmless, and, at CNA's request,
to defend CNA from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorney's fees,
to the extent that such action is based upon, arises out of, or relates to your use of (or inability to use)
the Services or any other activities of yours accomplished using the Services.
This paragraph 8 agreement to indemnify shall not apply to an individual user if such individual
is acting in his capacity as an employee of a company or representative acting on behalf of a
company which has agreed to take responsibility for all actions of its employees or representatives with respect to their use of this website.
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Use of Cookies. This Site may
use "cookies" to store some personal preferences for
your future visits to this Site. Cookies tell CNA among other
things, whether you have visited this Site before. In some cases
CNA may store the information needed to grant you access in
a cookie. Cookies allow this Site to recognize you more quickly
so your time spent on this Site is more productive. You can
learn more about cookies at http://www.cookiecentral.com.
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Order of Precedence. This Agreement governs your use and access to the Services.
To the extent that any provision of this Agreement, or any supplemental agreement offered as any part
of any registration for additional Services on this Site, conflicts with any provision of other agreements between
you and CNA or any of its related or affiliated entities, the terms of this agreement, shall,
as to the specific subject matter of this agreement, take precedence over the conflicting term(s) of that other Agreement.
Accordingly, any terms in agency agreement, or any other agreement between you and CNA, in all cases are and shall remain binding,
take precedence, govern and or limit any conflicting terms on this Site, in this Agreement or in any supplemental
agreement for registration for additional services on this Site, except as this Agreement pertains to the use of the Services per se.
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Dispute Resolution. If a dispute arises out of or relates to this
Agreement or its breach (with the exception of rights to injunctive relief with respect to Intellectual
Property Rights and obligations with respect to confidentiality), and the parties have not been successful
in resolving the dispute through direct negotiation, then (i) the dispute shall be resolved by arbitration administered
by the American Arbitration Association under its Commercial Arbitration Rules, (ii) any judgment on the award rendered by
the arbitrator(s) may be entered in any court of competent jurisdiction, (iii) the location of the arbitration shall be Chicago,
Illinois, USA, and (iv) the parties shall have the right to take discovery of the other party by any method allowed
by the Federal Rules of Civil Procedure. If you are domiciled outside the United States,
then (i) the dispute shall be resolved by arbitration under the rules of the London Court of International Arbitration,
and (ii) the location of the arbitration shall be London, England, UK. The arbitrator(s)
shall each be a natural person who has never been employed (either as an employee or as an independent consultant)
by either of the parties, or any parent, subsidiary or affiliate thereof.
The arbitrator(s) may upon request exclude from the arbitration proceeding any evidence not made available
to the other party pursuant to a proper discovery request. The arbitrator(s) shall issue a reasoned award.
The cost of the arbitration shall be borne equally by the parties pending the award. Upon the decision of the arbitrator(s),
the prevailing party shall be entitled to receive from the other party its reasonable attorneys' fees and costs.
The parties, their representatives, other participants, the arbitrator(s)
and the administrator(s) of the arbitration shall hold in confidence the existence, content and outcome of the arbitration.
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Choice of Law and Forum. The Services are controlled by CNA
from within the State of Illinois, USA, although it may be accessed throughout the world.
Subject to Section 10 of this Agreement by accessing or using the Services, you and CNA each
agree that the substantive laws of the State of Illinois, USA will govern with respect to all
matters relating to or arising from this Agreement, or the use (or inability to use) the Services,
and that such laws will apply without regard to principles of conflict of laws.
Subject to the dispute resolution procedures set forth above, you and CNA agree and hereby submit
to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in Chicago,
Illinois, USA with respect to such matters. Regardless of any statute or law to the contrary, any claim or
cause of action arising out of or related to the
Services must be filed or otherwise commenced within one (1) year after such claim or cause of
action arose or be forever barred.
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Miscellaneous Terms.
Subject to the terms of Section 10 of this Agreement and CNA's other operating rules and policies
[Refer to bottom of page for Privacy Statement.] for this Site, this Agreement constitutes the entire
agreement between you and CNA with respect to the specific subject matter addressed herein,
and governs your use of the Services, superseding any prior agreements between you and CNA relating to
such subject matter, but this Agreement may be supplemented by any other agreement you enter into with
CNA pursuant to a registration to access certain features of this Site.
The failure of CNA to exercise or enforce any right or provision of this Agreement shall not constitute
a waiver of such right or provision. If any provision of this Agreement is found by a court of competent
jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect
to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement
remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal
or contractual effect.
Without limiting the foregoing, the Services at this Site are not intended
for use by or availability to minors. IF YOU ARE NOT LEGALLY AN ADULT UNDER
THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT ACCESS THIS SITE OR USE THE SERVICES.
IF SO, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND DO NOT ACCESS THIS SITE.
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