Terms & Conditions

These Terms and Conditions govern Customer’s subscription to Unum’s cloud-based software-as-a-service platform and related offerings for employee self-care, parental, caregiving, and/or behavioral health support referred to as Unum Care Hub and/or Unum Behavioral Health (the “Solution”) as more specifically identified in the applicable order form for the Solution (each, an “Order”) executed by Unum and Customer. Unum and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” The term “Agreement” includes these Terms and Conditions and any in-force Order, as well as any exhibits, schedules or addenda attached hereto, all of which are incorporated herein by reference.


  1. 1. UNUM OBLIGATIONS

    1. 1.1 Provision of Access. Subject to the terms and conditions of this Agreement, Unum hereby grants Customer a limited, non-exclusive, non-transferable, non-assignable right during the term specified in the applicable Order to access the Solution and permit individual Customer employees to use the Solution pursuant to authorized and validated email addresses and/or unique user identifications and passwords (the “Authorized Users”), up to the maximum number of individual Authorized Users specified in the Order. Notwithstanding anything to the contrary in this Agreement, Unum may immediately terminate an Authorized User’s access to the Solution or any part thereof if Unum determines, in its reasonable discretion, that such Authorized User is not in compliance with any terms governing such Authorized User’s access to the Solution. For Customers whose Solution includes Behavioral Health Pro (“BHP”), Authorized Users shall also include spouses and domestic partners of an eligible Customer employee, as well as children of the employee who are at least 18 years old and no older than 26 years old, and other dependent members of the employee’s household who are at least 18 years old and no older than 26 years old, or any subset of such individuals as agreed between Unum and Customer.
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    3. 1.2 Implementation, Support, and Other Solution. In connection with Customer’s subscription to the Solution hereunder, Unum will provide its applicable ongoing standard support for the Solution and may also provide Customer with certain ancillary services if set forth in an Order, such as implementation and onboarding support or training for Authorized Users.
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    5. 1.3 Availability. Unum will use commercially reasonable efforts to make the web-based portion of the Solution available 24 hours per day, 7 days per week, except for:  (i) planned downtime (of which Unum shall use reasonable efforts to provide advance electronic notice), and (ii) any unavailability caused by circumstances beyond Unum’s reasonable control, including, for example, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Unum employees), Internet service provider failure or delay, denial of service attack, or any event relating to any non-Unum applications or services.  In any given calendar month, Unum will strive to make the web-based portion of the Solution available 99.5% of the month (where availability is calculated per month as follows: ((Total – Unplanned Outage – Planned Maintenance) / (Total – Planned Maintenance)) X 100%). If Unum fails to meet the availability commitment in this paragraph for any two (2) consecutive months during the term of this Agreement, then as Customer’s exclusive remedy and Unum’s sole liability, Unum shall provide, at Customer’s request, a five percent (5%) credit of the Fees paid by Customer for a maximum of two months.
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  3. 2. CUSTOMER OBLIGATIONS

    1. 2.1 General. Customer is responsible and liable for all uses of the Solution resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.  Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of its Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Solution and shall cause Authorized Users to comply with such provisions.
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    3. 2.2 Fees and Payment Terms. In consideration of the rights granted herein, Customer shall pay Unum the amounts specified in each applicable Order (the “Fees”).
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      1. 2.2.1 Except as otherwise specified in this Agreement or in an Order, payment obligations are non-cancelable, and Fees paid are non-refundable.
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      3. 2.2.2 Fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs or other amounts attributable to Customer’s execution of this Agreement or use of the Solution (collectively, “Sales Tax”).  If Unum is obligated to pay or collect Sales Tax for which Customer is responsible, Unum will include such amounts on the applicable invoice and Customer shall include payment for such amount unless Customer provides Unum with a valid tax exemption certificate authorized by the appropriate taxing authority.  Customer shall be solely responsible for the payment of any Sales Tax.  In the event Unum is required to pay Sales Tax on Customer’s behalf, Customer shall promptly reimburse Unum for all amounts paid.
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      5. 2.2.3 Unless a different time period is stated in the applicable Order, all amounts shall be paid to Unum within thirty (30) days of receipt of an undisputed invoice.  An invoice shall be deemed undisputed if, within such time period, Customer fails to notify Unum in writing of any disputed amounts.
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      7. 2.2.4 Undisputed fees not paid when due shall be subject to a late fee equal to the lesser of one and one-half percent (1.5%) of the unpaid balance per month or the highest monthly rate permitted by applicable law.  Unum may, upon notice, suspend access to the Solution for nonpayment of undisputed fees.
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    6. 2.3 Usage Restrictions. Customer will not (and will ensure that its Authorized Users do not):  (a) reverse engineer, decompile, disassemble or translate any aspect of the Solution, or otherwise attempt to derive source code, trade secrets or know-how in or underlying the Solution or any portion thereof; (b) interfere with, modify, disrupt or disable features or functionality of the Solution, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Solution; (c) copy, sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Solution or content or components therein to any third party except as expressly permitted herein; (d) provide use of the Solution on a service bureau, rental or managed services basis or permit other individuals or entities to create Internet "links" to the Solution or "frame" or "mirror" the Solution on any other server, or wireless or Internet-based device; (e) use the Solution for any illegal, unauthorized or otherwise improper purposes, including without limitation to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights; (f) interfere with or disrupt the integrity or performance of the Solution, interfere with the ability of any other person to use or enjoy the Solution, or attempt to gain unauthorized access to the Solution or related systems or networks; or (g) access or provide access to the Solution by Authorized Users residing outside of the United States, or upload personal data regarding individuals residing outside of the United States to the Solution.
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    8. 2.4 Usage Limits. Some aspects of the Solution are subject to limits on the number of Authorized Users, as may be specified in the applicable Order.  Unless otherwise specified in this Agreement, the quantity of Authorized Users may not exceed the maximum number of Authorized Users stated in the Order unless Customer and Unum execute a new Order increasing the limit in the number of Authorized Users (along with the associated increase in fees).  Unless otherwise specified in this Agreement, only an Authorized User may access his or her account at any given time, and an Authorized User’s customized URL to access the Solution and user identification and password may not be shared with any other individual.  Authorized User accounts may not be shared or used by more than one individual Authorized User.
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    10. 2.5 Export Regulation. The Solution utilizes software and technology that may be subject to U.S. export control laws, including the U.S. Export Administration Act and associated regulations.  Customer shall not, directly or indirectly, export, re-export, or release the Solution or the underlying software or technology to or make the Solution or the underlying software or technology accessible from any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.
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    12. 2.6 Benefit Plan Laws.
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      1. 2.6.1 Customer acknowledges and agrees that it retains the sole responsibility to determine the applicability to one or more aspects of the Solution of certain employee benefit plan laws, including the Employer Retirement Income Security Act of 1974 (“ERISA”), the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Patient Protection and Affordable Care Act of 2010 (the “ACA”), the Internal Revenue Code of 1986 (the “Tax Code”), and the Health Insurance Portability and Accountability Act of 1996 together with the Health Information Technology for Economic and Clinical Health (“HIPAA”), in each case including the regulations promulgated thereunder and as may be amended from time to time (such laws and regulations, together with other federal and state laws that regulate employee benefits, collectively, the “Benefit Plan Laws”). 
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      3. 2.6.2 Without limiting the foregoing, if Customer’s subscription to the Solution includes the Treatment Program as part of BHP, then Customer specifically acknowledges and agrees that Unum intends for the Clinical Services (as defined in Section 6.1) to be offered to Customer employees as an “employee assistance program” and an “excepted benefit” under the ACA, the portability provisions of HIPAA, and the Tax Code, and that as such, Unum intends for Customer’s offering of Clinical Services to its employees to be compatible with Customer’s offering of a high-deductible health plan and health savings accounts to its employees.  Customer further acknowledges that Customer taking any of the following actions may jeopardize such compatibility and result in significant adverse tax consequences for its employees:  
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        1. a) Coordinating the Clinical Services with, or including the Clinical Services in, any major medical plan offered by Customer to its employees; or
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        3. b) Requiring Customer employees to pay any premiums, contributions, or cost-sharing in order to utilize the Clinical Services or as a result of usage of the Clinical Services. 
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      6. 2.6.3 Notwithstanding the foregoing, Customer remains solely responsible and liable for its compliance with Benefit Plan Laws and any adverse tax or other consequences that may be imposed on Customer or Customer employees for Customer’s failure to comply with Benefit Plan Laws.  Customer will ensure that all of its benefit plan information, disclosures and authorizations relating to the Clinical Services are accurate and in compliance with all applicable Benefit Plan Laws.  The information provided in this Section 2.6 is intended to assist Customer in determining its compliance with Benefit Plan Laws, but Unum makes no representation or warranty concerning the accuracy or completeness of the information provided in this Section 2.6.  Customer acknowledges that nothing contained in this Section 2.6 is intended to be legal advice, and Customer is responsible for seeking its own legal advice regarding how the Clinical Services may implicate Benefit Plan Laws.   
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    15. 2.7 Census Information. Customer shall provide Unum with accurate census information about its eligible employed workforce, as well as identification of recently terminated employees, on a no less than monthly basis.
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    17. 2.8 Additional Obligations
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      1. 2.8.1 Customer will:  (a) use commercially reasonable efforts to prevent unauthorized access to or use of the Solution and notify Unum promptly of any such unauthorized access or use; (b) use the Solution only in accordance with this Agreement and applicable laws and government regulations; and (c) comply with terms of service of any Clinical Services or Third-Party Products/Services (defined below) that may be provided on or through the Solution.  Unum shall have no responsibility or liability for the accuracy, quality, or legality of the content or data that Customer or Authorized Users input, post, or transmit to or via the Solution (“Customer Data”).  Customer also represents and warrants that it and its Authorized Users, as applicable, have sufficient rights to use the Customer Data in connection with the Solution, and to grant the license set forth in Section 5.1 below.
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      3. 2.8.2 Authorized Users will be subject to the terms of use located on the registration page for the Solution.  Unum may discontinue Customer’s and its Authorized Users’ access to the Solution in the event that Authorized Users are not in compliance with these online terms.
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  5. 3. CONFIDENTIALITY

    1. 3.1 Definitions. “Confidential Information” means information of a Party that is not generally known to the public disclosed by that Party to the other Party, including ideas, know how, designs, data, procedures, formulas, and specifications, and information regarding a Party’s finances, strategies, business plans, employees, suppliers, and customers. “Personal Information” means information not publicly available that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household; however, it does not include information that has been deidentified or aggregated. “Publicly available” means the personal information has lawfully been made available from federal, state, or local government records. Personal Information includes but is not limited to, an individual’s name, address, phone number, fax number, e-mail address, date of birth, Social Security number or other individual identifier, credit card information, employee identification number, or Internet Protocol address. It also includes any personally identifiable financial, biometric, or health information, internet or other electronic network activity, geolocation data, professional and employment data, or audio, video or similar recordings.  Personal Information may be in any media or format, including computerized, electronic or optical records and paper files. “Authorized User Information” means Personal Information of Authorized Users, other than employee census information provided to Unum by Customer.
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    3. 3.2Without limiting the foregoing, Customer’s Confidential Information shall include Customer Data, provided, that Customer Data is further subject to the provisions of Section 4 (Protection of Customer Data).  Solely for purposes of this Agreement, Customer Data shall include, as between Unum and Customer, all Authorized User Information, provided, that the foregoing shall not be interpreted to grant Customer any right or interest in or to Authorized User Information.  Confidential Information of Unum also includes the Solution, including its functionality and processes.  Confidential Information shall not, however, include any information which the recipient can establish:  (i) was or has become generally known or available or in the public domain without direct or indirect fault, action, or omission of the recipient; (ii) was known by the recipient prior to the time of disclosure, according to the recipient’s prior written documentation; (iii) was received by the recipient from a source other than the discloser, rightfully having possession of and the right to disclose such information; or (iv) was independently developed by the recipient without the use of any of the discloser’s Confidential Information, where such independent development has been documented by the recipient.
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    5. 3.3 Obligations. Each Party shall use efforts consistent with the manner in which it protects its own Confidential Information but in no case less than commercially reasonable effort to preserve the confidentiality the other Party’s Confidential Information. Each Party agrees not to use Confidential Information provided to it by the other Party for any purpose other than the performance of its rights and obligations under this Agreement and shall disclose Confidential Information of the other Party only:  (i) to its employees, officers, directors, agents, affiliates, contractors, attorneys, accountants, auditors, licensors and other professional advisors, who, in each case, have a need to know in connection with that Party’s obligations under this Agreement and are under an obligation to keep such information confidential and using standards of confidentiality not less restrictive than those required by this Agreement; or (ii) in order to comply with the order or demand of a court or government agency, and only if such Party (a) gives prompt and detailed notice of the demand to the other Party, including the Confidential Information demanded and the purpose of the demand, (b) cooperates with the other Party in contesting the demand, and (c) in any event, only discloses Confidential Information to the extent necessary to comply with the demand.  As between the Parties, each Party acknowledges that the disclosing Party shall at all times be and remain the sole owner of its Confidential Information (subject to Authorized Users retaining ownership of all Authorized User Information).  Notwithstanding the foregoing, Unum may disclose Authorized User Information at any time if such disclosure is in accordance with Applicable Privacy Laws and any written authorization given by the Authorized User to whom such Authorized User Information pertains.  Additionally, Customer consents to Unum disclosing Customer’s company name to any third-party partner with which Unum works to provide the Solution, in order to ensure accurate display of any Customer employee benefits in the Solution and to ensure Unum can provide to Customer accurate Customer-specific reporting.   
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  7. 4. PROTECTION OF CUSTOMER DATA

    1. 4.1 Protection and Security of Customer Data. Unum will use commercially reasonable efforts to safeguard Customer Data against unauthorized access, use or disclosure.  Without limiting the foregoing, Unum will assess, manage, and control risks relating to the security and confidentiality of Customer Data and implement and maintain at all times an Information Security Program.  For purposes of the foregoing, “Information Security Program” means administrative, physical, and technical safeguards, consistent with applicable state and federal laws and regulations regarding the security, confidentiality and integrity of personal information (“Applicable Privacy Law”), that are designed, adopted and maintained to (i) protect the security and confidentiality of Customer Data; (ii) protect against any anticipated threats or hazards to the security or integrity of the Customer Data; and (iii) protect against unauthorized access to or use of the Customer Data.
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    3. 4.2 Breach Notification. In the event that Unum becomes aware of any actual breach, as that term is defined by Applicable Privacy Law, of Customer Data, Unum will promptly notify Customer of Unum’s confirmation of such breach, and provide, to the extent available at the time of notice:  (i) the nature of the incident and (ii) the type of information involved and the corrective actions taken.  Additionally, each Party will reasonably assist the other Party in remediating or mitigating any potential damage, including providing legally required notification to regulatory authorities or impacted individuals.   Unum shall have the right to approve that portion of the notification that references Unum or the Solution by name, function or capacity; provided that such approval shall not be unreasonably withheld or delayed.   
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    5. 4.3 Return of Customer Data. Upon request by Customer made within ninety (90) calendar days after any expiration or termination of this Agreement, Unum shall make available to Customer all Customer Data (other than Authorized User Information) stored within the Solution at the time of expiration or termination.  After such ninety (90) day period, Unum shall have no further obligation to maintain or provide any Customer Data and may, at its option, destroy or permanently delete Customer Data stored within the Solution in a manner and method consistent with applicable law and industry practices, subject to regulatory retention requirements.
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    7. 4.4 Privacy.
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      1. 4.4.1 Unum will not disclose or share Authorized User Information with Customer except if required pursuant to applicable law or order of a court or government agency or with the express written authorization of the Authorized User to whom such information pertains.  Customer agrees that it has no right to access and will not request from Unum or seek to obtain any Authorized User Information.
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      3. 4.4.2 Additionally, if Customer’s subscription to the Solution includes the Treatment Program, then to the extent that any Authorized User elects to engage any Clinical Services through the Solution, Personal Information about such Authorized User that is collected through the Solution may constitute protected health information under HIPAA, and in such context, Unum is acting as the business associate (as defined under HIPAA) of the provider of the Clinical Services and will protect such Personal Information in accordance with the provisions of HIPAA and the business associate agreement between Unum and the provider of the Clinical Services.
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      5. 4.4.3 Without limiting the foregoing, the Parties agree to comply with all Applicable Privacy Laws regarding Authorized User Information and agree to execute any documents, agreement or certification that may be required by such laws or the regulations.  Customer agrees and warrants that the Solution is not being offered to the Customer or its Authorized Users in the United Kingdom, the European Union or the European Economic Area, nor are they intended to be utilized outside of the United States.
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  9. 5. LIMITED LICENSE AND STASTICAL DATA

    1. 5.1 Limited License to Unum. By it or its Authorized Users submitting any Customer Data to Unum in connection with Customer’s use of the Solution, Customer hereby grants Unum a limited license to use, copy, and create derivative works of such Customer Data solely for the purpose of providing Customer and its Authorized Users with the Solution.  For avoidance of doubt, even if an Authorized User ceases its relationship with Customer at any time, the license to all Customer Data specified in this Section 5.1 and the rights with respect to Statistical Data in Section 5.2 herein shall survive the termination of the relationship and/or the termination of this Agreement.
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    3. 5.2 Anonymous Statistical Data. Notwithstanding anything else in this Agreement or otherwise, Unum may monitor use of the Solution and use and distribute data and information related to such use that does not identify and cannot be used to identify Customer or any Authorized User (“Statistical Data”) in an aggregate manner and for any purpose.
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  11. 6. CLINICAL AND THIRD-PARTY PRODUCTS/PLATFORM

    1. 6.1 If Customer’s subscription to the Solution includes the Treatment Program, then one aspect of the Solution involves, for some Authorized Users and subject to Section 2.6, behavioral health counseling by licensed behavioral health providers (such aspects, the “Clinical Services”).  The Clinical Services are provided directly to Authorized Users by an independent, unaffiliated party with which Unum has an agreement to provide the Clinical Services to Authorized Users (the “Clinical Provider”).  The Clinical Services will only be provided for a specific Authorized User if the Solution indicates that the Clinical Services are appropriate for such Authorized User and the Authorized User expressly consents to engage the Clinical Services. Additionally, the Solution may recommend that an Authorized user engage with the Clinical Provider for certain sub-clinical services, such as stress and resiliency coaching by certified wellness providers.  Unum may share with the Clinical Provider Personal Information about an Authorized User who elects to engage with the Clinical Provider with that Authorized User’s written authorization, and the Clinical Provider may share Personal Information relating to the Authorized User’s engagement with the Clinical Provider back with Unum, again with the Authorized User’s written authorization.  For Customers whose subscription to the Solution does not include the Treatment Program, such Customers’ Authorized Users will not have access to the Clinical Services.
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    3. 6.2 The Solution may also include access for the Customer to certain training and learning offerings (the “Learning Services”).  If the Learning Services are included in Customer’s subscription to the Solution, they will be delivered separately from the web-based portions of the Solution.  
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    5. 6.3 In addition to the Clinical Services, Unum may make other products or services available on or through the Solution that are provided by independent third parties (the “Third-Party Services”).  The Solution may contain features designed to interoperate with Third-Party Services.  To use such features, Customer and its Authorized Users may be required to obtain access to such Third-Party Services directly from the providers of such products and services.  If Customer chooses to use any Third-Party Services in conjunction with the Solution, Customer grants Unum permission to allow the provider of the Third-Party Services to access Customer Data through such Third-Party Services as required for the interoperation of such Third-Party Services with the Solution.
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    7. 6.4 Any usage by Customer or an Authorized User of Clinical Services or Third-Party Services and any exchange of data between Customer or an Authorized User and the Clinical Provider or any Third-Party Services provider in relation to the Clinical Services or any such Third-Party Service, is solely between Customer or the Authorized User and the Clinical Provider or the applicable Third-Party Services provider.  Unum does not warrant or support, and is not liable for, the Clinical Services or any Third-Party Services or any data Customer or its Authorized Users exchange with the Clinical Provider or any Third-Party Services provider, whether or not such Clinical Services or Third-Party Services are designated by Unum as interoperable with the Solution, unless expressly provided to the contrary in an Order.  Unum is not responsible for any use, disclosure, modification or deletion of Customer Data, including Personal Information, by a Clinical Provider or a provider of Third-Party Services.   The Clinical Services are provided directly by licensed or certified independent providers over whom Unum does not exercise any control. 
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  13. 7. UNUM INSURANCE PRODUCTS

    1. Any purchase or usage by Customer of the insurance products offered through one of Unum’s insuring affiliates or subsidiaries is not part of the Solution provided under this Agreement. 
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  15. 8. TERM AND TERMINATION

    1. 8.1 Term. The initial term of this Agreement will begin on the Effective Date and shall continue thereafter as specified in the applicable Order, subject to Section 8.2.  The term of Customer’s subscription to the Solution shall be for the Subscription Period and any Renewal Subscription Periods.
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    3. 8.2 Termination. Either Party may terminate this Agreement if the other Party materially breaches this Agreement, and such breach has not been cured within thirty (30) days of providing notice thereof.   
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    5. 8.3 Effect of Termination. Upon expiration or termination of this Agreement for any reason, Customer shall discontinue all use of the Solution; provided that, for Customers whose Solution includes BHP, Customer’s Authorized Users may continue to use the BHP Solution (at no extra cost to Customer), and this Agreement shall continue to apply to such use, (a) for the applicable COBRA maximum coverage period solely with respect to those Authorized Users who experience a qualifying event under COBRA during the term of the Customer’s subscription for the Solution, unless the Customer notifies Unum in writing that it believes that COBRA does not apply to the Customer’s subscription to the Solution, and (b) with respect to Authorized Users who are engaged in Clinical Services at the time of such termination, until the termination of such Clinical Services.
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  17. 9. INDEMNIFICATION

    1. 9.1 Indemnification by Customer. Customer shall indemnify and hold Unum, its suppliers and licensors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of (a) a third-party claim that the Customer Data infringes or misappropriates the intellectual property or proprietary rights of such third party, (b) Customer’s failure or alleged failure to comply with applicable law, including but not limited to any Benefit Plan Laws, or (c) any dispute between Customer and any of its Authorized Users relating to the Solution or the Customer Data.
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    3. 9.2 Indemnification by Unum. Unum shall indemnify and hold Customer harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of a third-party claim that the Solution infringes or misappropriates the intellectual property or proprietary rights of such third party, or Unum’s failure to comply with applicable law.  This obligation shall not apply if the alleged infringement, misappropriation or failure to comply with law, results from (a) Customer’s or its Authorized User’s breach of this Agreement, (b) the use of the Solution in combination with data, software, hardware, equipment, or technology not provided by or used at the direction of Unum, (c) modifications to the Solution not made by Unum, or (d) Customer Data.  If such a claim is made or appears possible, Customer shall permit Unum, at Unum’s sole discretion, to (i) modify or replace the Solution, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Customer to continue use without infringement.  If Unum determines that neither alternative is reasonably available, Unum may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, and in such event, Unum will refund to Customer that portion of any prepaid Fees that are unused as a result of such termination.
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    5. 9.3 Process. A Party seeking indemnification hereunder shall promptly notify in writing the other Party of any claim for which defense and indemnification is sought.  Each Party agrees that it will not, without the other’s prior written consent, enter into any settlement or compromise of any claim that:  (a) results, or creates a likelihood of a result, that in any way diminishes or impairs any right or defense that would otherwise exist absent such settlement or compromise; or (b) constitutes or includes an admission of liability, fault, negligence or wrongdoing on the part of the other Party.   Each indemnifying Party has the sole right to control the defense of any claim for which it is providing indemnification hereunder with counsel mutually acceptable to the Parties.  The indemnified Party may, at its own expense, participate in the defense of any such claim.
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  19. 10. WARRANTY; DISCLAIMERS; LIMITATIONS ON LIABILITY

    1. 10.1 Mutual Warranties. Each Party represents and warrants to the other that it is duly authorized to execute this Agreement and perform the obligations set forth herein.
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    3. 10.2 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOLUTION AND ANY OTHER MATERIALS, SOFTWARE AND/OR INFORMATION PROVIDED BY UNUM ARE PROVIDED “AS IS,” AND ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY UNUM, ITS SUPPLIERS AND ITS LICENSORS.  UNUM SHALL NOT BE LIABLE FOR ANY ACTION OR FAILURE TO ACT BY CUSTOMER, AUTHORIZED USERS, OR OTHERS AS A RESULT OF THE RECOMMENDATIONS OBTAINED UTILIZING THE SOLUTION; RATHER, CUSTOMER AND ITS AUTHORIZED USERS ARE RESPONSIBLE FOR DETERMINING THE SUITABILITY OF ANY COURSE OF ACTION. UNUM DOES NOT GUARANTEE THE RESULTS OF ANY COURSE OF ACTION RECOMMENDED BY THE SOLUTION AND IS NOT DISPENSING MEDICAL ADVICE.  IN ADDITION, UNUM DOES NOT PROVIDE ANY WARRANTIES REGARDING (I) THE ACCURACY OF THE RESULTS OBTAINED THROUGH USE OF THE SOLUTION, (II) THE ACCURACY OF THE DATA CONTAINED WITHIN THE SOLUTION, (III) THAT THE SOLUTION WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, (IV) THE SECURITY OF THE SOLUTION FROM INTRUSION OR ATTACK, OR (V) THE NETWORK, COMMUNICATIONS LINKS OR INFRASTRUCTURE USED BY CUSTOMER OR ITS AUTHORIZED USERS.  CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SOLUTION MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS.  UNUM IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, DELIVERY FAILURES, OR ANY OTHER DAMAGE RESULTING FROM EVENTS BEYOND UNUM’S REASONABLE CONTROL, WITHOUT REGARD TO WHETHER SUCH EVENTS ARE REASONABLY FORESEEABLE BY UNUM.
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    5. 10.3 Limitation. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS OR VIOLATIONS BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S EXCLUSIVE REMEDY AND THE OTHER PARTY’S, ITS SUPPLIERS’ AND ITS LICENSORS’ TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER CLAIM SHALL BE LIMITED TO TWO TIMES (2X) THE AGGREGATE AMOUNTS PAID OR PAYABLE BY CUSTOMER HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEEDING THE APPLICABLE CLAIM.  THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES.  THE PROVISIONS OF THIS SECTION DO NOT WAIVE OR LIMIT EITHER PARTY’S ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR BREACH OF THIS AGREEMENT.
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    7. 10.4 Exclusion of Certain Damages and Limitations of Types of Liability. EXCEPT IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS OR LOST REVENUE ARISING OUT OF THIS AGREEMENT.  THE FOREGOING EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF STRICT OR PRODUCT LIABILITY. 
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  21. 11. RESERVATION OF RIGHTS; NO EXCLUSIVITY.

    1. Customer and its Authorized Users have no rights in or to the Solution except as expressly granted in this Agreement.  Unum reserves to itself (or its licensors, as applicable) all rights to the Solution not expressly granted to Customer or its Authorized Users under this Agreement.  Unum (or its licensors, as applicable) retains all copyright, trademark, patent, and other intellectual property rights in and to the Solution.  As between the Parties, Customer acknowledges that the Solution, all copies of the Solution, any derivative works, compilations, and collective works of the Solution, and any know-how and trade secrets related to the Solution are the sole and exclusive property of Unum and contain Unum’s confidential and proprietary materials.  This Agreement shall not restrict Unum from providing or performing the same or similar services for any third party.
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  24. 12. SURVIVAL

    1. Certain provisions contained in this Agreement, which by their terms are intended to survive the termination of this Agreement, shall survive the termination, cancellation, expiration or completion of performance of this Agreement. These provisions include but are not limited to: Sections 3 (Confidentiality), 4 (Protection of Customer Data), 5 (Limited License and Statistical Data), 8 (Term and Termination), 9 (Indemnification), 10 (Warranty; Disclaimers; Limitations on Liability), 11 (Reservation of Rights; No Exclusivity), 13 (Notices), 14 (Additional Terms), 15 (General) and any payment obligations.
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  26. 13. NOTICES

    1. Either Party may give notice to the other Party by means of electronic mail to the primary contact designated on the Order or by written communication sent by first class mail or pre-paid post, either of which shall constitute written notice under this Agreement. 
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  28. 14. ADDITIONAL TERMS

    1. Unum shall not be bound by any subsequent terms, conditions or other obligations included in any Customer purchase order, receipt, acceptance, confirmation, or other correspondence from Customer unless expressly assented to in writing by Unum and counter-signed by its authorized agent.  
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  30. 15. GENERAL

    1. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction to the contrary, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Solution shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and each Party hereby consents to the jurisdiction of such courts.  No joint venture, partnership, employment, agency or exclusive relationship exists between the Parties as a result of this Agreement or use of the Solution.  The failure of either Party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision.  This Agreement, together with its exhibits and addenda and each Order, comprises the entire agreement between Customer and Unum regarding the subject matter contained herein. This Agreement may only be amended in writing by authorized representatives of each Party.