This Primerica Online Subscription Agreement ("Agreement") uses the following definitions.
"Company" means in the U.S., Primerica Life Insurance Company, and in Canada, Primerica Financial Services Ltd.
"Site" and "POL" mean the Primerica Online website (www.PrimericaOnline.com), including, but not limited to, its web pages, the screens displaying the web pages, their content and arrangement.
Please read these terms and conditions carefully.
The Primerica License and Use Agreement is incorporated into this Agreement and becomes a part of this Agreement.
You may select and subscribe to one of the POL Service Levels described on the POL log-in page under "Service levels and Pricing" applicable to your Sales Force designation. The different levels of service provide varying levels of features. Service levels and their features, requirements and associated fees, may change from time to time.
Subscription fees vary by service level and within each service level fees may vary, depending on your sales force designation. The current month's subscription fee is always due in full on the first of the month. There is no pro-ration of subscription fees based on the registration or reconnection date.
Full Service POL entitles you to receive certain software, but there is a separate handling and delivery fee in addition to your Full Service subscription fee for delivery via CD. There is no additional fee for delivery of the software by download.
Advancement to a new sales force designation may result in an increase in your POL fees. You will receive a notification of increase in your monthly fees in the month when your advancement takes effect, so that when the new monthly amount becomes due on the first of the next month, you will have time to set your Billing Preference appropriately.
Effective August 1, 2007, setup fees are NOT charged for service initialization or upgrades. Setup fees previously paid are not refundable.
At any time, you may select a preferred billing method for applicable subscription fees under the My Account Billing Preference link. On the first of each month, the Company will automatically attempt to collect your subscription fee using your preferred billing method. You may elect to pay by credit or debit card (Visa or Mastercard only), bank draft or from your earned commissions. You may change your billing preferences at any time.
The entry on your financial institution's account statement showing that a payment has been made (by bank draft or credit or debit card, or check) will be your notice of our receipt of each fee amount. On the tenth of each month, subscribers will also receive a monthly statement accessible in POL under the My Account View Statement link. Additionally, a statement will be sent by email if you provide an email address under My Account.
If you choose to let the Company collect the monthly fee from your earned commissions, you must have a positive Net Financial Position that is at least ten times the amount of the monthly fees due. Net Financial Position can be found in the My POL Business Tracking Rep Profile Rep Balances. Commission offsets of monthly service fees will appear in Section K of the Earned Commission Statement.
You may cancel a bank draft or credit or debit card charge at any time up to three business days prior to the date the payment is scheduled to be made by changing your Billing Preference.
If any payment is rejected, dishonored, returned, reversed or readjusted for any reason, including a stop payment order or for insufficient funds, you will be notified of the failure of the payment and responsible for any charges incurred.
The Company will not be liable for any loss, damage or expense of any kind or nature resulting directly or indirectly from, or in any way connected with, the refusal of your financial institution for any reason to complete a payment or the rejection, dishonor, return, refusal or readjustment of a payment. The Company will charge you a service fee of $20 [$35 Cdn] for each returned check.
The Company may immediately terminate your subscription if the subscription fee has not been paid and cannot be collected in full from your preferred billing method.
Any subscription cancelled for nonpayment for less than three months can be reconnected by logging into the Site with the disconnected logon ID and paying the current month's subscription fees for the service level previously selected. In addition, to reconnect service, you must pay any returned check fee. You may pay any outstanding fees online using a valid credit or debit card or by mailing a check or money order to the Billing Department address listed below.
If your POL service has been cancelled for three or more months, service can be re-established with the Company's approval by completing new user registration.
You may cancel or change your subscription at any time through the My Account Service Selection screen.
A subscription to POL is not required for entry into Primerica or maintenance of your status as a representative of the Company.
The Company reserves the right to cancel your subscription for the following reasons:
No refunds are issued for cancellations, except as specified above. Requests for cancellations will be effective on the first of the next month. You will have access to features of that service level until the end of the month.
Billing disputes must be submitted in writing within 60 days of the statement date for the month in question. You can submit disputes by fax, email or by regular postal delivery.
You agree that Company may provide notice to you regarding subscription billing matters or any other agent matters, by posting notice on the Site where you log on and emailing it to any email address provided under My Account. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our Site or emailed to you unless we receive notice that the email was not delivered.
You may request a paper copy of the legally required disclosures and you may terminate your consent to receive the required disclosures through electronic communications by contacting the POL Billing Department. Company will charge you a Records Request Fee to provide a paper copy of any disclosure. Company reserves the right to close your Account if you withdraw your consent to receive electronic communications.
You may contact the POL Billing Department to request copies of bank draft authorizations and copies of subscription statements, although copies are also available to you under My Account.
|Primerica - POL
1 Primerica Parkway
Duluth, Georgia 30099
This Agreement uses the following definitions:
"Application" means Company Software and website(s) (including, but not limited to, its web pages, the screens displaying the web pages, their content and arrangement) made available to you.
"Authorized User" means a Representative authorized by the Company to use the Application and also includes any of his/her employees, recruits and downline Representatives, but only if such individuals have been authorized by the Representative.
"Company" means in the U.S., Primerica Life Insurance Company, and in Canada, Primerica Financial Services Ltd.
"Software" means the computer programs, hosted services and related databases made available to you by the Company, including, without limitation, any customizations, enhancements, updates, upgrades, releases and other modifications, together with the related documentation.
"Representative" means the independent contractor representative or associate representative who is a current member in good standing in the Company sales force.
Please read these terms and conditions carefully.
So long as you are an Authorized User and where required maintain a subscription to Full Service POL, the Company grants to you and you accept, on the terms and conditions set forth in this Agreement, a nontransferable, nonexclusive license to install, access and use this Application.
If you are a Full Service POL subscriber, you may authorize additional users (each an Authorized User) to access and use the Application by obtaining additional POL login IDs. Authorization can be provided by the POL subscriber through the My Account Manage Additional IDs screen.
Users of CallAtlanta Sales Tools: For each Full Service POL subscription, the subscribing Representative may have the CallAtlanta Sales Tools installed on no more than two computers at a time. The subscribing Representative may add additional installation rights through POL, My Account Add On Features. Use of the CallAtlanta Sales Tools over a network is prohibited.
Users of TurboApps: A Representative subscribing to POL may distribute TurboApps software for use by Authorized Users on multiple hand-held devices in the manner directed by the Company. However, each Authorized User may install, activate and use TurboApps software on only one hand-held device at a time.
By installing, accessing or using this Application, you warrant that you are an Authorized User and that your use of the Application complies with the terms of this Agreement and all Company compliance policies. Access to and use of this Application by anyone other than an Authorized User is prohibited.
If you are a Representative, you agree that any Authorized User who will be accessing or using the Application under your authorization will be properly trained to respect the confidentiality and security of the information contained within this Application before that individual first accesses the Application and, if not a Representative, has signed a Confidentiality Agreement. See POL General Compliance Manual, Chapter 13.9.
You may access and use this Application only as necessary to conduct Primerica business. Your use of this Application is also governed, as applicable, by other contractual and Company requirements that govern the conduct of your Primerica business, as well as any applicable law.
In your use of the Application you must also comply with, as applicable, all other contractual and Company requirements that govern the conduct of your business, such as your Basic Agreement, all compliance policies, as well as any applicable rules, regulations and laws. You may be subject to disciplinary action (including immediate termination of your agent agreements), civil litigation, and criminal prosecution for improper use of the Application.
Except as the Application is designed by the Company, this Application is NOT available to the general public and you agree you will take any necessary steps to ensure it is not to be used with, or made available to, any member of the general public.
You may not use any feature on this Application, including, but not limited to any communication feature, for any inappropriate purpose, including, but not limited to, any purpose which is unlawful, tortious, abusive, harassing, libelous, embarrassing, obscene, threatening, or intrusive of another's privacy. You may not use this Application to induce any Representative to leave the Company sales force or to induce any client to reduce his/her business with the Company. Representatives should also refer to the restrictive covenants in their agent agreements for additional obligations.
You may not: (a) sublicense, sell, or lease the Application; (b) decompile, disassemble, reverse engineer the Application; (c) create a derivative work of the Application; or (d) copy the Application, the documentation or any part thereof.
Unauthorized use of this Application or use of this Application contrary to this Agreement, including, but not limited to, unauthorized entry into Company systems, misuse of any passwords, or misuse of any information posted on or pulled from this Application, is strictly prohibited and may subject you to disciplinary action (including immediate termination of your agent agreements), civil litigation, and criminal prosecution.
You will indemnify and hold harmless the Company and its affiliates and their officers, directors and employees from any and all claims, losses, expenses and damages (including, but not limited to, reasonable attorneys' fees) imposed on, incurred by or asserted against a Primerica Company as a result of or relating to (a) any violation of this Agreement by you or anyone for whom you authorize access; (b) your unauthorized receipt or use of information or services provided through this Application; or (c) any third-party claims related to receipt or use of information or services by you or any user you authorized provided through this Application.
The Company will support the Application only on systems that meet current configurations requirements. The Company is not responsible for any problems directly or indirectly caused by your use a system outside our requirements and there will be no refunds of any fees paid for access to or download of Applications when you are using any nonconforming configurations.
To be responsive to advancements in technology, the Company reserves the right to modify the system requirements from time to time. It is your responsibility to ensure that your PC (or personal data assistant, where applicable) is upgraded so that it meets these requirements. Older technology will not be supported.
The Company is not authorized to make repairs or modifications to hardware or operating systems.
You agree not to attempt to defeat, modify, copy, work around or duplicate any security devices protecting the Application. Passwords may only be used by the person to whom the password has been issued. Use of a password which the Company has not authorized and sharing of passwords with anybody, including other Representatives, IS NOT PERMITTED. You are individually responsible for maintaining the integrity of your password and you will be held accountable for services used and data accessed using your password.
You acknowledge that your use of this Application will allow you access to confidential information, trade secrets and other proprietary information of the Company ("Confidential Information"). In addition, Content is confidential and may be a trade secret. You agree to treat this information as confidential, and not to use or disclose this information except as necessary to conduct your Primerica business (or that of the Representative by whom you are authorized) in accordance with applicable law, all Company guidelines, policies and requirements as communicated from time to time and (if you have signed the Basic Agreement) the terms of the "Confidential Information" provision of your Basic Agreement.
You further agree to instruct your employees and any third parties used by you who may have access to any Confidential Information to maintain the confidentiality of Confidential Information in accordance with this Agreement and any Confidentiality Agreement for Vendor or Employee Confidentiality Agreement, and with the requirements in General Compliance Manual Chapter 13.9. You agree not to release Confidential Information to any other third party unless the release is required by law (in which event you shall give immediate written notice to the Company of the requirement to disclose). Without limiting the foregoing, you will not make available any material marked as "internal use only" or "broker/dealer use only," etc., to the public.
In the U.S. information about clients available on this Application, if any, must be used by Representatives and their employees strictly in accordance with POL General Compliance Manual Chapter 13, as well as applicable Do Not Call Rules and other Advertising Handbook limitations.
In Canada representatives and associates may not use information about clients except as disclosed on the various product application forms and as expressly consented to by the clients on those forms.
You acknowledge that you have (or will have, prior to utilizing this Application) received information security training and received a copy of "Protect Your Business with the Primerica Information Security Program" in connection with this training.
Following the termination of this Agreement, you agree to return all Confidential Information, contained in any form of media, to the Company, including, but not limited to, Confidential Information obtained from the Application.
If you become aware of, or believe there may have been, (a) any unauthorized disclosure of personal information from an Application or other breach of confidentiality or information security, or (b) any breach of Application security, including any theft or unauthorized use of your user ID, password or other information, you agree to notify the Company immediately by calling the Compliance Help Desk at 1-(800) 243-8901. A failure to notify the Help Desk of a possible breach is grounds for immediate termination of this Agreement and revocation of any access and license hereunder.
For each Application designed for specific use with an Apple-branded device that runs the iOS operating system ("iOS Application"), you hereby consent to the Company's collection of data pertaining to or arising from your use of the iOS Application. The Company may utilize this data for internal infrastructure management, to track usage of the iOS Application, to evaluate and improve performance of the iOS Application, to monitor compliance to applicable requirements and to otherwise conduct its business. You may revoke this consent at any time by ceasing your use of the iOS Application.
This Application is copyrighted material under the laws of the U. S. and international treaty provisions. This Application, regardless of the form or media in which the original or copies may exist, is the sole and exclusive property of the Company. This Application, including the source and object codes, logic and structure, constitutes valuable trade secrets of the Company.
Copyright in the pages and in the screens displaying the pages, and in their content, including audio recordings and pictures, and arrangement (collectively, "Content"), is owned by the Company or its licensors. You may not modify, reproduce, copy, distribute, transmit, display, publish, sell, license, create derivative works of, or use, any aspect of the Content for commercial or public purposes or for any other purpose not expressly permitted in this Agreement. The Company expressly prohibits use of the Content on any other website or in a networked computer environment for any purpose, or any other redistribution or republication of the Content, including, without limitation, framing or otherwise linking the Content within another website. This prohibition on copying, using and disseminating Content includes format of reports and any data elements listed on reports.
The trademarks, service marks, logos, trade dress, URLs and domain names ("Marks") appearing on this Application are the property of the Company, its affiliates or other third parties who have given the Company license to use the Marks. You may not use, copy, download or display any of the Marks except in connection with the proper use of the Application in furtherance of Company business.
You must secure and protect the Application consistent with the maintenance of the Company's rights in the Application. Except as expressly permitted in this Agreement and in accordance with the intended use of the Application, you agree not to disclose or otherwise make available for any reason any part of the Application to any third party other than an Authorized User. By accepting any license granted under this Agreement, you do not become the owner of the Application; the Company retains all right, title and interest in and to the Application.
Rights in Submissions
All information, including without limitation, any data, documents, media and audio files submitted to the Company by any means input onto, into or through this Application shall be deemed to be and shall remain the property of the Company and its affiliates. The Company shall be free to use, for any purpose, any idea, concepts, know-how or techniques or formats that are contained in information an Authorized User of this Application provides the Company through this Application. Additionally, any personal data submitted, as provided in the Basic Agreement, belongs to the Company. Any listing of personal data relative to potential or current recruits, clients or representatives is a trade secret of the Company. The Company shall not be subject to any obligations of confidentiality regarding submitted information.
Users of Virtual Base Shop: In connection with your use of the Virtual Base Shop Application, you may retain ownership of certain information you created and input into the Application that is deemed by the Company to be your property (or that of your authorizing Representative). However, you agree that under no circumstances will you retain ownership in any listing of personal data relative to potential or current recruits, clients or representatives. In addition to the rights of the Company to monitor, copy, access and disclose any information or files that you store, process or transmit using Virtual Base Shop, you agree that your upline Representatives may also monitor, copy, access and disclose such information and files.
This Application may provide links to sites maintained by third parties. A link does not constitute an endorsement, express or implied, of the content, viewpoint, accuracy, opinions, policies, products, services, or accessibility of that website. The Company is not liable for any material provided by a third party on its website even if such material can be accessed through a link on this Application. You alone will bear the sole responsibility of evaluating the merits and risks associated with the access or use of any information provided by a third party.
Users of Business Card Website: All links to your Business Card Website are subject to the prior consent of the Company. You may not (a) "frame" or otherwise impose editorial comment, commercial material or any type of identification on (or in proximity to) content displayed on any Company website ("Primerica Content"), (b) alter or modify Primerica Content, or (c) "cut and paste" or otherwise reproduce Primerica Content on the linking site. Any authority granted to link sites to your Business Card Website does not authorize the use of any of Company Marks.
All URL addresses associated with your Business Card Website, including any subsequent alterations, are subject to the prior consent of the Company. See Advertising Handbook for limitations on the Business Card Website.
THE APPLICATION IS PROVIDED "AS IS." THE COMPANY DOES NOT WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE PROGRAM, DOCUMENTATION OR CONTENT AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS. THE INFORMATION AND MATERIALS CONTAINED IN THE APPLICATION, INCLUDING BUT NOT LIMITED TO, TEXT, GRAPHICS, LINKS OR OTHER ITEMS, ARE PROVIDED "AS IS", "AS AVAILABLE." THE COMPANY MAKES NO REPRESENTATIVE OR WARRANTY AS TO COMMUNICATION INTERRUPTIONS OR INTERCEPTIONS OR LOSS OF DATA, OR THE ABSENCE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NO WARRANTY OF ANY KIND, IMPLIED, EXPRESSED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM COMPUTER VIRUS, IS GIVEN IN CONJUNCTION WITH THE APPLICATION.
IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DAMAGES OR LIABILITY WHATSOEVER INCLUDING, WITHOUT LIMITATION, THOSE RESULTING IN CONTRACT, TORT, STRICT LIABILITY LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION OR OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES, ARISING IN CONNECTION WITH THE USE OF ANY APPLICATION OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF COMPANY OR REPRESENTATIVES, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.
The Company shall have the right, at any time, to terminate your use of the Application in the event that you are no longer an Authorized User, insufficient or nonpayment of subscription fees, your agent agreements with the Company are terminated, or you otherwise breach the terms of this Agreement or any other agreement with a Primerica Company. (If you are accessing the Application as an Authorized User of a Representative, and the Representative by whom you are authorized is terminated, the Company shall have the right, at any time, to terminate your use of the Application.) This is in addition to any other termination rights and remedies of the Company as provided for in this Agreement.
The Company shall have the right, at any time, to terminate your use of Software, including any applicable license(s) granted to you herein, and take immediate possession of the Software wherever located. You agree to immediately cease all use of the Software upon notification of such termination. Within two days after termination of any applicable license(s), you shall return to the Company the Software or upon request by the Company to destroy the Software and all copies, rendering them unreadable, and certify in writing that they have been so destroyed.
Further, without limiting the generality of the prior paragraph, your license to the Sales Tools Applications installed on handhelds will expire within 14 days following the failure of the subscribing Representative to pay his/her subscription fee for Full Service POL. Without a fully paid subscription to Full Service POL, you will not be able to produce sales illustrations, FNAs, Quick Quotes or "DIME calculations," etc.
Termination of your use, access or the license shall be in addition to and not in lieu of any equitable remedies available to the Company.
You may terminate any license granted to you herein at any time provided you cease access to and use of the Application and, where applicable, destroy all copies of Software.
The Application may include certain third-party open source and free software components ("Open Source Components"), each of which has its own copyright and its own license conditions ("Open Source License"). A list of included Open Source Components and their respective Open Source Licenses can be found here. The Open Source Components are provided "as is" by the Company and the third party licensors, each of who disclaim all liabilities, damages (even if they have been advised of the possibility of such damages), warranties, indemnities and other obligations of any kind, express or implied, with regard to the Open Source Components.
Because of security requirements imposed for all Company information systems, as well as regulatory concerns, the Company reserves the right to monitor, copy, access or disclose any information or files that you store, process or transmit (including e-mail) using this Application to assure compliance with all Company policies. You should have no expectation of personal privacy when you use this Application.
The Company may modify the Application in any manner at any time, for any reason.
This Agreement replaces any prior agreement for use of Applications. This Agreement is in addition to (and does not replace or modify) any other agreements you may have with the Company. In the event of a conflict between any of the terms of this Agreement and the terms of any other agreement between you and the Company, the terms of this Agreement shall control with respect to your use of this Application.
You agree to comply with all applicable federal, state and municipal statutes, ordinances, rules and regulations; including, without limitation, the rules and regulations under the U.S. Export Administration Act (and other local export control legislation). Without limiting the foregoing, you agree not to export or otherwise remove any portion of the Application from the United States (or for Canadian users, from Canada),either directly or indirectly, without the consent of the Company and without first obtaining any licenses or approvals as may be required from the U.S. Department of Commerce and any other applicable agency or department of United States (or Canadian) Government.
Company may at its sole discretion, amend, modify, or terminate any portion of these terms and conditions at any time by posting such changes on this Application (if applicable) or otherwise providing you notice in accordance with the method generally used by the Company for notice with respect to Applications. Your continued use of the Application after any such amendments or modifications are posted (or you are otherwise notified) will constitute your agreement to such changed terms and conditions. The Company may, in its sole discretion, change, terminate, suspend, or discontinue any aspect of the Application, including, but not limited to, Content, features, or hours of availability.
Certain Applications, including third party applications contained in the Application, may contain other terms and conditions, which are in addition to these terms and conditions.
Any dispute arising out of, under, in connection with, or relating to the execution, interpretation, performance, or non-performance of this Agreement (including the validity, scope and enforceability of this provision) shall be determined and settled in accordance with the dispute resolution provisions provided for in your Basic Agreement and current Operating Guidelines.
If you are not a party to the Basic Agreement, any such dispute shall be determined and settled by arbitration in Atlanta, Georgia, pursuant to the Commercial Arbitration Rules then in effect of the American Arbitration Association. The law applicable to such arbitration shall be the Federal Arbitration Act (9 U.S.C. §2).
You may report compliance concerns or disputes about the Application, or any other aspect of Primerica business, to Primerica's Office of the General Counsel, ATTN: Business Integrity Group. Representatives should also be aware of the Compliance Help Desk for reporting concerns about possible illegal, improper or suspicious activities: In the U.S., please call (800) 243-8901; in Canada, (800) 356-8974.
DO NOT USE THESE NUMBERS TO REPORT TECHNICAL PROBLEMS.
No action, regardless of form, arising out of this Agreement may be brought by you more than two years after the cause of action has arisen.
If any provision of this Agreement is invalid under any applicable law, it is to that extent deemed to be omitted, but the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.
The provisions of this Agreement that by their nature are intended to survive, shall survive termination of this Agreement.
You may not assign or sub-license, without the prior written consent of the Company, your rights, duties or obligations under this Agreement to any person or entity, in whole or in part.
The waiver or failure of the Company to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further right hereunder.
Except as provided below, this Agreement shall be construed and enforced in accordance with all applicable U.S. Federal laws and the laws of the State of New York. With regards to Canadian users, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada.
You acknowledge that you have read this Agreement, you understand it, and agree to be bound by its terms, and further agree that this is the complete and exclusive statement of the Agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties.