Business Access Usage Agreement

Partners.USAA.com License Agreement

THIS Partners.USAA.com License Agreement ("Agreement") is between United Services Automobile Association ("USAA") and You. "You" or "Your" refers to you, the company for which you represent, and any person purporting to act on your behalf or the behalf of such company. USAA provides access to the partners.usaa.com website ("Website") and certain information contained therein (collectively the "Service") to authorized users of the Website in accordance with this Agreement.

1. Confidential Information.

"Confidential Information" means all information obtained through the Service and any additional or similar information relating to or obtained through the Service, whether written, visual or electronic, and regardless of whether marked or identified as "confidential" at the time of disclosure, including without limitation:

1. all information relating to past, current and prospective customers, employees or members, and their beneficiaries, dependents and members of their household, and any information related to their products or services with USAA;
2. all information relating to past, current and prospective USAA suppliers, business partners and service providers, including without limitation, information associated with USAA's requests for proposals, requests for quotations or requests for information and other USAA Procurement activities;
3. all trade secrets, know-how, technical and financial information, passwords, access codes, security keys, business methods, processes, practices, procedures, marketing plans, software and the layout, format and presentation of information; and
4. all other information that a reasonable person familiar with USAA's business and industries would consider confidential or proprietary, or that is otherwise designated as confidential at the time of disclosure. Confidential Information also includes any summaries, roll-ups and de-identified versions of such information obtained through the Service.

2. Confidentiality.

1. Standard of Care. From time to time in connection with the Service, You may receive, observe or otherwise access certain Confidential Information. You agree to (i) handle and protect the Confidential Information with at least the same degree of care used to handle and protect Your own information of a similar nature, but with no less than reasonable care; (ii) hold Confidential Information in strict confidence; (iii) protect Confidential Information against unauthorized disclosure; and, (iv) promptly report any unauthorized access, disclosure or misuse of Confidential Information to USAA.
2. Permitted Uses. You may access and use the Confidential Information solely for the limited purposes for which You are specifically authorized in writing by USAA and for the limited purpose of retrieving or accessing information posted by USAA on the Website in furtherance of USAA's business, and at all times in compliance with applicable laws and the restrictions herein ("Permitted Purpose"). You shall not, nor shall You permit any third party to, access, use or otherwise exploit Confidential Information for any other purpose whatsoever. You acknowledge that misuse of Confidential Information, or failure to report or delay in reporting unauthorized access may violate federal or state laws.
3. Permitted Disclosure. You shall limit Your disclosure of Confidential Information solely to Your employees, contractors, principals, agents and affiliates who (i) have a legal right to access such Confidential Information, (ii) have a need to know such Confidential Information for the Permitted Purpose, and (iii) are under confidentiality and security obligations at least as protective as the provisions of this Agreement.
4. Required Disclosures. If You receive a formal request to disclose Confidential Information from a governmental authority acting under applicable law, then, except as required to comply with applicable law or judicial, regulatory or administrative directive, You shall promptly notify USAA of such request so that USAA may resist such disclosure or seek an appropriate protective order. If You are nonetheless compelled to disclose any Confidential Information, You shall limit Your disclosure to that which is required under applicable law or by the relevant judicial or administrative body.
5. Retention and Destruction. You shall retain Confidential Information for the shortest period of time needed to comply with applicable law and minimally satisfy Your business requirements for obtaining the data. You shall dispose of such Confidential Information using industry standard data disposal methods designed to render the data unrecoverable, and in compliance with all applicable laws, including without limitation, the Fair and Accurate Credit Transactions Act.

3. Security.

In connection with any Confidential Information received, stored, processed or otherwise accessed by You, You shall implement and maintain, and cause any party to which you disclose such Confidential Information to implement and maintain, an information security program with appropriate administrative, technical and physical safeguards and controls to ensure the security, confidentiality and integrity of the Confidential Information, and to protect against unauthorized access to or use of the Service and Confidential Information.

4. Ownership.

As between You and USAA, USAA owns and shall retain full ownership of the Service and any Confidential Information provided or accessed thereunder. Except for the license rights explicitly stated herein, You shall not acquire any right, title or interest in the Service or Confidential Information.

5. Access Grant.

Subject to the provisions of this Agreement, USAA hereby grants to You a limited, non-exclusive, revocable license to access and use the Service and Confidential Information solely for the limited purpose for which You are specifically authorized in writing by USAA and in accordance with the Permitted Purpose. Access to and use of the Service and Confidential Information shall be for Your internal business purposes only, and shall be in compliance with all applicable laws and the restrictions herein.

6. Use Restrictions.

You shall not, and shall not authorize any third party to (a) resell, make available, distribute or otherwise disseminate any Confidential Information; (b) copy, adapt, reverse engineer, decompile, disassemble or modify any portion of the Service; (c) conceal, remove or alter any title, trademark, copyright, proprietary, restricted rights or other similar notices displayed on or incorporated in the Service or Confidential Information; or (d) access or use the Service or Confidential Information in a manner inconsistent with USAA"s interests. Any violation of the provisions of this Agreement by any employee, contractor, agent or affiliate of Yours shall be deemed a breach of this Agreement directly by You.

7. Term and Termination.

1. Term. The term of this Agreement shall commence on the date in which You first accessed or used the System and/or Confidential Information (which ever is earlier) and shall remain in effect until terminated in accordance with the provisions herein.
2. Termination. You may terminate this Agreement at any time by providing written notice to USAA Procurement, 9800 Fredericksburg Road, San Antonio, TX 78288. USAA may terminate this Agreement at any time for any reason and at its sole discretion by disabling Your user account, disabling the Website or discontinuing the Service.
3. Effects of Termination. Upon termination of this Agreement, You shall immediately discontinue use of and access to the Service, and shall promptly destroy any Confidential Information You obtained through or derived from the Service. Your obligations of confidentiality and security, as well as Sections 1, 2, 3, 4, 6, 7, 8, 9, 10, 11 and 12, and any other provisions of this Agreement which by its nature extend beyond termination of this Agreement shall survive termination of this Agreement for any reason, and shall bind the parties, their successors and assigns.

8. Additional Requirements.

1. You understand and agree that all hardware and software, network equipment and communication access services (i.e. Internet access) needed to access and use the Service and Confidential Information are your sole responsibility, and all costs associated with acquiring, operating and maintaining such equipment and services shall be borne by You.
2. You shall alert USAA immediately, and follow up with written notice, of any known or suspected unauthorized disclosure of Confidential Information, including passwords used to access the Service.
3. You are responsible for promptly notifying USAA if the Service is not available or any information You receive through the Service is incomplete or unreadable.
4. You will cooperate fully with USAA in any regulatory examination and requests for information. USAA shall have the right to inspect Your books and records for the limited purpose of determining that You are in compliance with the terms and conditions of this Agreement, including examining Your security measures designed to limit access to authorized users.
5. This Agreement supersedes any prior agreement between the parties regarding the Services, Confidential Information and subject hereof. You are responsible for reviewing the terms and conditions of this Agreement and any revisions made thereto. Your continued use of the Service or Confidential Information constitutes Your acceptance of this Agreement.
6. Nothing contained in this Agreement shall be construed as a limitation on USAA's ability to provide the Service (or any portion thereof) or any similar or identical services to any third party.
7. From time to time the parties may enter into other agreements, including agreements for You to provide goods or services to USAA. Under no circumstances shall this Agreement or any information provided to USAA through the Service alter or modify the provisions of any other agreement between the parties hereunder, and such information shall not alter the rights or obligations of USAA to You or any third party. Further, any additional or other terms or conditions You have added or may add through the Website shall have no force or effect under this Agreement.

9. Representations and Warranties.

1. Full Power and Authority. Each party represents it has and shall maintain full right, power and authority to enter into and perform its obligations under this Agreement, without the consent of any other party.
2. Standard of Care. You represent that you can and will exercise your rights and perform your obligations under this Agreement in a professional manner, and any information you provide to USAA or enter into the Service shall, to the best of your knowledge, be accurate, complete and timely. The representations made hereunder shall run continuously, and requires that you make timely updates to information provided to USAA.
3. Disclaimer. THE SERVICE AND CONFIDENTIAL INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USAA DOES NOT MAKE, AND HEREBY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF ACCURACY, ORIGINALITY, CONSISTENCY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. USAA DOES NOT WARRANT THAT THE SERVICE WILL PERFORM AT A PARTICULAR SPEED, OR WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE OR FREE OF UNAUTHORIZED HIDDEN PROGRAMS, TROJAN HORSES, WORMS OR VIRUSES, OR THAT OTHER FUNCTIONS PERFORMED ON THE SERVICE WILL BE CORRECT OR MEET YOUR NEEDS OR EXPECTATIONS.

10. Indemnification.

You agree to indemnify, defend and hold harmless USAA and its affiliates and each of their respective directors, officers, employees and members from and against any and all losses, fines, penalties, damages or injuries (including reasonable attorneys fees, court and administrative costs) incurred by any of them arising out of or in connection with: (i) Your breach of any representation, warranty or obligation contained in this Agreement; (ii) Your negligence, gross negligence or willful misconduct in the performance of or failure to perform Your obligations under this Agreement; or (iii) Your violation of any law, rule or regulation relating to this Agreement. Under no circumstances shall the obligation of this section constitute a limited or sole and exclusive remedy.

11. Limitations of Liability.

IN NO EVENT SHALL USAA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, OR OTHER SIMILAR DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, SAVINGS OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF DATA, LOSS OF THE USE OF SOFTWARE, CLAIMS BY OTHERS, INCONVENIENCE OR SIMILAR COST, OR FOR ITS FAILURE TO PERFORM ITS RESPONSIBILITIES, EVEN IF USAA HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THIS AGREEMENT IS AN OBLIGATION OF USAA, AND AGREE THAT NO PERSONAL LIABILITY SHALL EXTEND TO ANY OFFICER, DIRECTOR, MEMBER, AGENT OR EMPLOYEE OF USAA AND, YOU SHALL LOOK SOLELY TO THE ASSETS OF USAA FOR SATISFACTION OF THIS AGREEMENT.

12. General Provisions.

This Agreement constitutes the entire agreement of the parties with respect to its subject matter. It is governed by and construed in accordance with Texas law, without giving effect to its choice of law provisions, and the Uniform Computer Information Transactions Act (UCITA) shall not apply. Any action based on this Agreement must be brought in Bexar County, Texas. If any provision is found by a court of competent jurisdiction to be invalid or unenforceable, the parties agree that the court should give effect to the parties' intentions as reflected in this Agreement, and the other provisions shall remain in full force and effect. Any rule of construction that ambiguities are to be resolved against the drafting party shall not be applied to the interpretation of this Agreement. USAA may suffer irreparable harm in the event that You fail to comply with the provisions of this Agreement. Monetary damages may be inadequate to compensate for such breach. Accordingly, in addition to any other remedies available to USAA at law or in equity, USAA shall be entitled to injunctive relief to enforce the terms of this Agreement. The rights and remedies of USAA under this agreement are cumulative, and in addition to all other rights available at law or in equity. Any delay or omission by any party to exercise any rights under this Agreement shall not be construed to waive any rights. You may not assign this Agreement, in whole or in part, without USAA's prior written consent. A merger, consolidation or acquisition of a controlling interest in a party shall be deemed an assignment of this Agreement.

By clicking the "I Agree" button, you are consenting to the terms and conditions for access to USAA system and confidentiality agreement.