SEASONALIFE PLATFORM SUBSCRIPTION AGREEMENT ("AGREEMENT")

Last Updated 28 Jul 2017

Between: SEASONALIFE LIMITED ("Seasonalife") and Licensee

1. Definitions

   1. "Seasonalife Platform" is a website maintained by SEASONALIFE providing an electronic interface to reference and compare "Insurance Product Information" (defined below) available in Hong Kong.

   2. "Insurance Product Information" includes both insurance product features and insurance premium rates. Insurance Product Information is collected and updated through a combination of public data sources (e.g. public websites) and insurance company product communications (e.g. insurance product launch packs and product manuals), as well as insurance quotation systems provided to the Licensee. Insurance Product Information will be stored by SEASONALIFE in an associated database. Database content includes only Insurance Product Information that Licensee has regular access to through its normal business operations as an Independent Financial Advisor, and does not include any private or non-public information gathered from other sources. Licensee permits SEASONALIFE to act on behalf of Licensee to gather and process the Insurance Product Information, and developing the access interface, through application of methods and standards of judgment developed and applied by SEASONALIFE.

   3. "Authorized Users" mean the Licensee, and Licensee’s employees who have been approved by the Licensee, that are internal to the Licensee organization. Approved Licensee’s employees should meet the relevant regulatory requirements for advising individuals on insurance products in Hong Kong. The rights granted herein are granted only to Licensee and Licensee’s approved employees, and do not extend to Licensee’s shareholders, parents, subsidiaries, affiliates or other related entities. Such related affiliates and persons must execute a separate agreement in order to use the Licensed Materials.

   4. "Licensed Materials" covers electronic contents, associated databases and interfaces.

2. Permitted Use of License

   1. SEASONALIFE grants to Licensee a non-exclusive, non-transferable limited license to access, view and store the Licensed Materials subject to the terms and conditions of this Agreement.

   2. Authorized users are permitted to use the Licensed Materials internally. In no event may Licensee distribute data from the Licensed Materials in a quantity or in a manner that serves as a substitute for purchase of Licensed Materials from SEASONALIFE.

   3. Licensee may not re-sell or license the data to third parties without written permission from SEASONALIFE.

   4. In no event may data or databases in the Licensed Materials be electronically distributed with software having search/query or comparable functionality.

   5. Licensee agrees not to contest or challenge SEASONALIFE’s or any of its third party suppliers’ ownership of the Licensed Materials and associated intellectual property rights, and not to take any action that would infringe, misappropriate, or otherwise violate SEASONALIFE’s or its third party suppliers’ ownership of or rights in, the Licensed Materials.

   6. Licensee agrees to accept sole obligation regarding the security of any passwords issued by SEASONALIFE for accessing the Licensed Materials. Access to and use of the Licensed Materials by any individual other than an Authorized User is not permitted.

   7. Licensee agrees not to use the Licensed Materials directly and indirectly in competition with SEASONALIFE.

   8. Licensee may not assign or transfer this Agreement or its rights or obligations to another party without the express prior written consent of SEASONALIFE.

   9. SEASONALIFE holds all rights in the Licensed Materials not expressly granted herein.

3. Intellectual Property and Confidentiality

   1. SEASONALIFE owns or has the right to distribute the Licensed Materials pursuant to this Agreement. To the knowledge of SEASONALIFE, the use by Licensee of the Licensed Materials in accordance with this Agreement will not infringe any third-party patent, copyright, trade secret or other intellectual property rights.

   2. Licensee acknowledges that SEASONALIFE expends significant resources gathering and processing the data and developing the interface, through application of methods and standards of judgment developed and applied through substantial time and effort. Licensee agrees that the Licensed Materials are intellectual property of SEASONALIFE and further that they constitute the valuable trade secrets and confidential information of SEASONALIFE. This applies to all transformation and modification of the data or content sourced from the Licensed Materials.

   3. SEASONALIFE reserves the right to modify and reformat the Licensed Materials at any time without prior notice to Licensee.

   4. Licensee agrees not to utilize or disclose the Licensed Materials other than as is expressly authorized by this Agreement. The obligation of confidentiality shall survive the termination of this Agreement without limitation in length of time.

4. Disclaimer and Limitations

   1. the Licensed materials are provided "AS IS" without warranties of any kind either expressed or implied and are provided for an indicative and general purpose only. SEASONALIFE does not make any expressed or implied warranty as to the accuracy, MERCHANTABILITY, non-infringement, fitness for a particular purpose, security, reliability, timeliness or freedom from computer virus related to the licensed materials.

   2. Licensee acknowledges that the Licensed Materials are developed based on data that is believed by CCA to be reliable, the data has been arranged by SEASONALIFE in a way that SEASONALIFE believes enhances the ease of access, use and utility of the data.

   3. The Licensed Materials have not been independently verified. Even though reasonable efforts are made to obtain reliable content, SEASONALIFE makes no guarantees to their accuracy, correctness, completeness, timeliness, condition, quality, performance or fitness for a particular purpose.

   4. SEASONALIFE does not warrant that the interface used to access the Licensed Materials will be error free or bug free.

   5. The content in Licensed Materials is not appropriate to serve the purpose of making a decision to carry out a transaction or trade. In addition, it does not represent any form of advice (including but not limited to investment, insurance, tax and legal), or constitute any recommendation regarding particular investments, financial instruments or insurance products.

   6. Licensed Materials contain links to external websites that are provided only as a convenience to Licensees. Licensee acknowledges that these links may be modified or expire at any time during the term of this Agreement that are not within the control of SEASONALIFE. SEASONALIFE thereby does not provide any warranty, expressed or implied, that SEASONALIFE endorses the content or takes any responsibility for the content or any other aspects of those sites, and shall not be liable for any damage or loss arising from access to those websites.

   7. In no event shall SEASONALIFE be liable for any damages in connection with this agreement or the use or inability to use the Licensed Materials.

5. General Terms

   1. SEASONALIFE shall have no liability whatsoever for interruptions of service or other breach of this Agreement due to fire, explosion, lightning, power surge or failure, war, civil disturbance, acts or omissions of communications carriers, interruptions of service from third-party technology providers including cloud technology providers, governmental acts, natural disasters, political disturbances, epidemics and all other circumstances, which, against its will, prevent or hinder SEASONALIFE from performing its obligations.

   2. For dispute resolution, this Agreement shall be governed and interpreted by the laws of the Hong Kong Special Administrative Region of the People’s Public of China ("Hong Kong"), without respect to its choice of law rules. The parties of this Agreement agree to the jurisdiction and venue of the courts of Hong Kong regarding any and all actions emerging out of this Agreement.

6. Service Level

   1. SEASONALIFE commits to provisioning Licensee with the proper access to the licensed materials. The performance metric(s) set forth in this section form the Service Level that SEASONALIFE agrees to meet in the delivery of Seasonalife.

   2. Service level agreement for product updates

      1. Upon any changes or updates of insurance product information (including product features and relevant premium information), SEASONALIFE will strive to update the relevant product features and premium rates within the following time periods:

         1. Level 1 priority products: 10 business days.

            1. Defined as the top 16 products as defined by Licensee. Licensee may change the list of products on a quarterly basis; reasonable requests for off-cycle product additions and/or line-up changes will also be considered by SEASONALIFE.

         2. Level 2 core products: 30 business days.

            1. Level 2 core products currently includes all other products currently supported by the Seasonalife platform as at the time this Agreement was signed.

      2. The service level for updating products is subject to the following limitations:

         1. The update timelines are triggered based on when product changes are brought to SEASONALIFE’s attention. As insurance companies do not always notify the Licensee and/or SEASONALIFE of product changes, and relevant materials may not be updated consistently for Seasonalife’s monitoring mechanisms to be properly triggered (e.g. time lags in changes to publicly available material or insurance company quotation systems for brokers), there may be delays between when a product change is effective and when SEASONALIFE is made aware of them. SEASONALIFE will take proactive measures to reduce such time lags.

         2. The above timeline is predicated upon SEASONALIFE having the proper and expedient access to information needed to make the relevant updates. Any delays in accessing the updated information may lead to subsequent delays in updating the licensed materials.

         3. Insurance companies may make changes that are more complex than SEASONALIFE currently anticipates, or may require further clarification from the relevant parties. In such a scenario the updates will be made on a best efforts basis, with progress regularly communicated to Licensee.

   3. Service support scope and management

      1. Effective support of Seasonalife is a result of maintaining consistent service levels. The following points provide relevant details on service availability, monitoring of in-scope services and related components.

      2. Licensee should appoint single contact person to gather Licensee’s support needs and communicate to SEASONALIFE via the support services. SEASONALIFE will not be responsible for directly handling the requests from Licensee’s individual users.

      3. Support services available. Coverage parameters specific to the service(s) covered in this Agreement are as follows:

         1. Manned telephone support

            1. 9:00 A.M. to 5:00 P.M. Monday – Friday

            2. Calls received out of office hours will be forwarded to a mobile phone and best efforts will be made to answer/action the call.

         2. Monitored email support:

            1. 9:00 A.M. to 5:00 P.M. Monday – Friday

            2. Emails received outside of office hours will be monitored. SEASONALIFE may be slower to respond to emails outside of office hours, and may be unable to reply substantively.

         3. Planned or emergency onsite service requests (additional costs may apply) guaranteed within 72 hours during the business week

      4. SEASONALIFE will respond to service related incidents and/or requests submitted by the Licensee within the following time frames:

         1. 0-8 hours (during business hours) for issues classified as High priority.

         2. Within 48 hours for issues classified as Medium priority.

         3. Within 5 working days for issues classified as Low priority.

   4. Licensee requirements

      1. Payment for all support costs at the agreed interval

      2. Reasonable availability of customer representative when resolving a service related incident or request

   5. Service Provider Requirements

      1. Meeting response times associated with service related incidents.

      2. Appropriate notification to Licensee for all scheduled maintenance.

   6. Limitations

      1. This SLA and any applicable Service Levels do not apply to any performance or availability issues:

         1. Due to factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to SEASONALIFE’s vendor’s data centres, including at Licensee’s site or between Licensee’s site and SEASONALIFE’s vendor’s data centre);

         2. That result from the use of services, hardware, or software not provided by SEASONALIFE, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;

         3. Caused by Licensee’s use of a service after SEASONALIFE advised Licensee to modify the use of the service, if Licensee did not modify the use as advised;

         4. During or with respect to preview, pre-release, beta or trial versions of a service, feature or software (as determined by SEASONALIFE)

         5. That result from Licensee’s unauthorized action or lack of action when required, or from Licensee’s employees, agents, contractors, or vendors, or anyone gaining access to SEASONALIFE’s network by means of Licensee’s passwords or equipment, or otherwise resulting from Licensee’s failure to follow appropriate security practices;

         6. That result from Licensee’s failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or Licensee’s use of the service in a manner inconsistent with the features and functionality of the service (for example, attempts to perform operations that are not supported) or inconsistent with SEASONALIFE’s published guidance;

         7. That result from faulty input, instructions, or arguments (for example, requests to access files that do not exist);

         8. That result from Licensee’s attempts to perform operations that exceed prescribed quotas or that resulted from our throttling of suspected abusive behaviour;

         9. For licenses reserved, but not paid for, at the time of the Incident.