1. Licence

1.1  Subject to Customer’s compliance with the Agreement, and the Terms and Conditions, EbixExchange grants to Customer a non-transferable, non-exclusive licence to access the Sunrise Exchange Module (?Licence?).

1.2  During the term of the Licence, Customer may:

1. access the Customised Templates; and
2. use insurer text that is reformatted in accordance with the Customised Templates and made available to Customer by EbixExchange,

for the sole purpose of generating broker tax invoices that Customer may issue to its own customers.

1.3  The Licence is granted personally to Customer, and not to any related body corporate of Customer or other entity.

1.4  Customer must notify EbixExchange within 30 days if it ceases to be a Steadfast Member.

1.5  EbixExchange may terminate the Licence:

1. by giving Customer at least 30 days notice, if Customer ceases to be a Steadfast Member;
2. with immediate effect by giving notice to Customer, if Customer breaches any other material provision of the Terms and Conditions; and
3. with immediate effect by giving notice to Customer, if the Agreement expires or is terminated by either party for any reason.
   
   

1.6  On termination of the Licence for any reason, Customer must immediately stop accessing and using the Sunrise Exchange Module.

2. EbixExchange? Obligations

2.1  During the term of the Licence, for each Customised Template, EbixExchange will:

1. reformat insurer text that it receives from the insurer for the relevant insurer product, in accordance with the Customised Template;
2. provide the reformatted insurer text to Customer for Customer to use in broker tax invoices that it issues to its own customers; and
3. supply maintenance and support services to Customer in relation to the Customised Template.
   
   

3. Customer?s obligations

3.1  Customer acknowledges that:

1. there is a PDF version of the insurer’s schedule available for download from Sunrise Exchange and this remains the definitive version of the insurer schedule (?Approved Schedule?);
2. a Customised Template does not replace the Approved Schedule;
3. a Customised Template merely provides an ability to format the insurer text that appears in Customer’s broker tax invoice in accordance with the Customised Template;
4. EbixExchange is not liable for any errors or omissions in relation to a Customised Template; and
5. EbixExchange may update and amend the Customised Templates from time to time in order to meet an insurer’s requirements, or if EbixExchange considers that the update or amendment is necessary due to market demand.
6. If Customer is an authorised representative of an insurer or operating under a binder, and Customer does not provide a copy of the Approved Schedule to its own customer together with the reformatted insurer text, then Customer warrants that it has received sign off on the use of the relevant Customised Template from the insurer. If Customer has not received such sign off, Customer indemnifies EbixExchange against all losses, damages, costs and claims suffered by EbixExchange in connection with Customer’s failure to obtain the insurer’s sign off.
   
   

4. General

4.1  The indemnity in clause 3.1 (f) survives termination or expiry of the Licence for any reason.

4.2  EbixExchange may change the Terms and Conditions from time to time by giving at least 30 days notice to Customer.

4.3  If there is an inconsistency between the provisions of the Agreement and the Terms and Conditions, the provisions of the Terms and Conditions govern to the extent of the inconsistency.

4.4  Terms used but not defined in the Terms and Conditions have the same meaning as terms defined in the Agreement.

5. Definitions

Customised Template means a customised template made available through the Sunrise Exchange Module.

Licence Fee means EbixExchange’ standard licence fee for a licence for the Sunrise Exchange Module, as notified by EbixExchange from time to time.

Steadfast means Steadfast Group Limited (ABN 98 073 659 677).

Steadfast Member means an insurance intermediary that is a member of Steadfast.