Revised November 2015
BY SUBSCRIBING TO PRIMERICA ONLINE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW, INCLUDING THE ARBITRATION PROVISION. YOU CANNOT USE PRIMERICA ONLINE IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS. Please read these terms and conditions carefully.
This Agreement uses the following definitions, among others.
"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 functionality, content and arrangement.
"Application" means the Software, functionality, Company mobile app(s) and website(s), including, but not limited to POL, TurboApps and the Primerica App, 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, but only if such individuals have been authorized by the Representative and approved by the Company.
"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.
"Mobile Device" means any transportable media that permits you to access the Application or store information obtained from the Application, including, but not limited to, laptops, external hard drives and memory sticks or cards, personal data assistants, including smartphones, tablets and wearable electronic devices.
"Representative" means the independent contractor representative who is a current member of the Company sales force.
The subscription fees applicable to your Sales Force designation are described on the POL log-in page under "Service Levels and Pricing." Different Service Levels provide different features. Service Levels and their features, requirements and associated fees, may change from time to time.
A Representative below Regional Vice President ("RVP") is not required to enroll in a paid subscription to POL for maintenance of his or her status as a Primerica Representative. Without a paid subscription, Representatives below RVP can access Limited POL, which makes available compliance materials, PrimericaMail email and certain information regarding compensation from Primerica. However, to access sales tools (TurboApps, the Primerica App, etc.), online training, motivation materials and other features and functionality, a paid subscription is required.
The current month's subscription fee is always due in full on your POL Billing Date. "POL Billing Date" means the day of the month shown on your POL Statement. For information on how to change your Billing Date to another day of the month, within 30 days of the current Billing Date, see MyAccount. Changes take effect in 24 hours.
There is no pro-ration of subscription fees based on the registration, Service Level Change, Billing Date Change or reconnection date. There is also no pro-ration or refund of fees if your inability to access the Application is directly or indirectly caused by your use of any nonconforming hardware or software configurations.
Advancement to a new sales force designation may result in an increase in your POL subscription fee. Authorized Users at or above the level of RVP must have a Full Service POL subscription. You will receive a notification of increase in your monthly fees in the month when your advancement takes effect, so that you will have time to set your Billing Preference prior to when the new monthly amount becomes due.
At any time you may select a preferred billing method for applicable subscription fees under the My Account Billing Preference link. On your POL Billing Date, 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, under certain circumstances, from your earned commissions. You may change your billing preferences at any time.
Ten days after the POL Billing Date, subscribers will also receive a monthly statement which shows the amount paid or the amount that was not collectible. Statements are 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. Your 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, the Representative will be notified of the failure of the payment and be responsible for any charges incurred by the Company.
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 any 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 rejection, dishonor, return, refusal or readjustment of a payment for your fees by any financial institution.
The Company may immediately cancel your subscriptions if a subscription fee has not been paid and cannot be collected in full from your preferred billing method.
Any subscription cancelled for nonpayment can be reinstated by logging in with the disconnected ID and selecting a Service Level on the MyAccount Service Selection screen. If you are reinstating a paid subscription, you must pay the current month's subscription fees for that service level based on your current sales force designation. Future charges will be based on your then-current sales force designation.
Authorized Users who are not RVPs can change from a paying Service Level to a Service Level that does not require a paid subscription by using the My Account Service Selection screen. You may cancel your access to POL completely by calling 1-888-737-2255.
The Company reserves the right to cancel your access to POL without notice at any time for any reason, with or without cause, including for the following reasons:
If you submitted a $99 IBA fee and signed up for Full-Service POL on your Independent Business Application, in the first 30 days after the date your Solution Number was issued you may apply for a refund of the first monthly POL fee paid. Refunds for the first monthly POL fee paid must be requested within the applicable refund period. Requests should be sent to POL - Refunds, Primerica, 1 Primerica Parkway, Duluth, GA 30099-0001, firstname.lastname@example.org or by calling toll free 1-888-737-2255. A refund request of the POL fee must be made separately from a request for refund of the Independent Business Application fee.
No refunds are issued for cancellations except as specified above. Requests for Service Level changes or access cancellations will be effective on your next POL Billing Date; you will have access to features of that service level until the end of the month. In the case of any termination of your agent agreements, cancellation of your access to POL will be immediate.
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. See the POL contact information below.
You agree that Company may provide notice to you regarding subscription billing matters or any other matters by posting notice on the Application where you log on or 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 the Application or emailed to you unless we receive notice that the email was not delivered.
You may contact the POL Billing Department to request copies of bank draft authorizations and copies of subscription statements. Copies are also available to you under My Account.
|Primerica - POL
1 Primerica Parkway
Duluth, Georgia 30099
Subject to your compliance with this Agreement and for so long as you are an Authorized User, the Company grants to you and you accept, on the terms and conditions set forth in this Agreement, a personal, limited, nontransferable, nonexclusive, non-sublicensable and non-assignable license to download, install, access and use the Application within the United States and its territories and Canada.
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 as permitted and authorized by the Company. Authorization can be provided through the My Account Manage Additional IDs screen.
By downloading, installing, accessing, receiving or transmitting information acquired in connection with, or otherwise 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. You understand and acknowledge that access to and use of this Application by anyone other than an Authorized User is prohibited. When you use insurance, securities, or other licensing systems' features within the Application, you authorize the Company to email your scores to your RVP and to licensing authorities (FINRA & DOIs).
If you are a Representative, you agree that any Authorized User who will be downloading, installing, accessing or using the Application under your authorization (i) will be properly trained to respect the confidentiality and security of the information contained within the Application before that individual first downloads, installs or accesses the Application and, (ii) if not a Representative, has signed a Confidentiality Agreement. See POL General Compliance Manual, Chapter 13.9.
You are permitted to download, install, access and use the Application and the content delivered through the Application only as necessary to conduct Primerica business. When you use the Application, you must also comply with, as applicable, all other contractual and Company requirements that govern your conduct, such as your Basic Agreement if you are a Representative or your Confidentiality Agreement if you are a non-Representative Authorized User, 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.
The Company monitors use of the Application. You acknowledge that you have no expectation of privacy in email sent and received through the Application, in notes entered into the Application (for example, through Contact Relationship Manager) or in documents saved in the Application (for example, through VBS). If you forward your PrimericaMail to another email account, you authorize the Company to monitor all messages that pass through that other account.
The 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 or individuals not associated with Primerica.
You may not use any feature of the 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 the 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 and other provisions in their agent agreements for additional obligations.
You may not: (a) sublicense, sell, or lease the Application; (b) decompile, disassemble, reverse engineer any Application technology, including but not limited to, any Software or other applications associated with the Application; (c) create a derivative work of the Application; or (d) copy the Application, the documentation or any part thereof.
Unauthorized use of the Application or use of the Application contrary to this Agreement, including, but not limited to, unauthorized entry into Company systems, misuse of any passwords, or misuse of any trademark or 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 agree that you will not use any robot, spider or other similar device to monitor or copy any pages of this website or any content or information accessible through this website. You agree that you will not use any device, software or routine to interfere with proper operations of the Application.
If you access the Application via Mobile Device, you authorize the Company to remotely wipe the Application and data associated with it from your device at any time. You must notify the Company immediately if your Mobile Device is lost, misplaced or is accessed or could have been accessed or acquired by an unauthorized person. If the Application is not segregated from your personal information on the Mobile Device, you acknowledge that your personal information could be wiped, as well.
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 this Application, its information or services by you or any user you authorize.
The Company will support the Application only on systems and devices that meet current configurations requirements. The Company is not responsible for any problems directly or indirectly caused by your use of a system outside our requirements. You are solely responsible for arranging with your carrier for technological support for your device and its software.
To be responsive to advancements in technology, the Company reserves the right to modify the Application and the system requirements from time to time. It is your responsibility to ensure that your hardware and software are upgraded so that they meet these requirements. Older technology will not be supported.
The Company will not make repairs or modifications to device hardware or operating systems.
The password you create for use on the Application is for your personal use only. You are individually responsible for the confidentiality of your password, and agree not to share it with any other person. Sharing of passwords with anybody, including other Representatives, IS PROHIBITED.
You are individually responsible for all use of the Application, for services used and data accessed, statements made and acts or omissions that occur with your password, including any payments made. The Company is not responsible for any breach of security caused by your failure to maintain the confidentiality of your password.
You agree to notify the Company immediately in the event of loss or theft of any or all of your passwords if you believe the confidentiality of any or all of your Application passwords have been compromised in any way or in the event you learn about a possible or actual unauthorized use of the Application. You may contact us through POL at Help Email Us Tech Support or by calling the Compliance Help Desk at 1-800-243-8901.
The Company reserves the right to change or revoke your password and your access to the Application at any time without prior notice.
You acknowledge that your use of the Application will allow you access to confidential information, trade secrets and other proprietary information of the Company and its affiliates including, without limitation, information relating to or including: business, product, marketing, licensing or sales activities, policies, practices, outlooks, studies, reports, analyses, strategies or forecasts, finances, revenue, pricing, costs or profits, released or unreleased products, industry, client, representative and others' contact information and third party confidential information ("Confidential Information"). 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, confidentiality agreements to which you are a party, as well as (if you have signed the Basic Agreement), the terms of the "Confidential Information" provision of your Basic Agreement.
You further agree to require your employees and any third-party service providers to whom you may, for valid business reasons, grant access to 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 U.S. General Compliance Manual Chapter 13.9 or Canadian General Compliance Manual Chapter 14.2. 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, nor will you maintain any such material in "cloud storage," except as permitted by Primerica.
You must secure and protect the Application consistent with the maintenance of the Company's rights in the Application. You agree not to use the Application or the content or information delivered through the Application in any way that would (a) infringe any third-party copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy, including any rights in the Software, (b) be fraudulent or involve the sale of counterfeit or stolen items, including, but not limited to, use of the Application to impersonate another person or entity; (c) violate any law, statute, ordinance or regulation (including, but not limited to, those governing consumer protection, unfair competition, anti-discrimination or false advertising); (d) be false, misleading or inaccurate; (e) create liability for the Company or our affiliates or service providers, or cause us to lose (in whole or in part) the services of any of our service providers or business partners; (f) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (g) potentially be perceived as illegal, offensive or objectionable; (h) interfere with or disrupt computer networks connected to the Application; or (j) use the Application in such a manner as to gain unauthorized entry or access to the computer systems of others. You further agree not to resell or make commercial use of the Application, except in connection with your Primerica business and this agreement. 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.
In the U.S., Confidential Information about clients, contacts who reside in the U.S. and other representatives 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 may not use personal information about clients who reside in Canada except as disclosed on the various product application forms and as expressly consented to by the clients on those forms. Representatives must ensure that all times, they comply with the requirements of Canadian General Compliance Manual Chapter 14 and the Primerica Privacy Code. The collection, use and disclosure of client information are only permitted as expressly consented to by clients or as required by law.
You acknowledge that you have received information security training and received a copy of (in the US) "Protecting Information In Your New Primerica Business" (or in Canada "Protect Your Business – Initial Training for New Primerica Representatives") in connection with this training and you have reviewed it as soon as you received it.
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 downloaded, printed or saved from the Application.
You agree to take reasonable care to properly secure Confidential Information on any computing device, including your computer and any Mobile Device(s) and take steps to ensure that others cannot view or access Confidential Information. You further agree that you will use password protection on your computer(s) and Mobile Device(s) to prevent access by unauthorized users and that when you are away from your computer and any Mobile Device, you will log off the Application.
If you become aware of, or believe there may have been (a) any unauthorized disclosure of personal information from this Application, your Mobile Device has been lost or misplaced, 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 must notify the Company immediately by calling the Compliance Help Desk in the U.S. at 1-800-243-8901 or in Canada at 1-905-812-2900 and ask to speak to Field Management. 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.
You agree not to attempt to defeat, modify, copy, work around or duplicate any security devices protecting the Application.
For each Application designed for specific use with an Apple-branded device that runs the iOS operating system ("iOS Application"), or a device that runs an Android or other operating system, you hereby consent to the Company's collection of data pertaining to or arising from your use of the iOS or Android version of the Application, as applicable. The Company may utilize this data for internal infrastructure management, to track usage of different versions of the Application, to evaluate and improve performance of the Application versions, 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 and Android versions of the Application.
The Application is copyrighted material under the laws of the U.S. and international treaty provisions. The Application, regardless of the form or media in which the original or copies may exist and regardless of what device is used to access it, is the sole and exclusive property of the Company. The 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, including navigational elements, the compilation, arrangement, format, layout, and sequence of all components on the pages and screens, their "look and feel," and in the information, content and material therein, including, but not limited to, text, data, audio elements, visual elements (pictures and videos, images and all graphical designs), as well as the order of presentation of the information and material (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 as described in Operating Guideline No. 17.
By accepting this 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.
All information, including without limitation, any ideas, data, photographs, videos, audio files, documents and other media submitted to the Company by any means or input onto, into or through the 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. The Company shall not be subject to any obligations of confidentiality regarding submitted information.
By using the Application, you agree that the Company and our affiliates have the right to use and publish from time to time any image, name, voice and statement that is transmitted through the Application. You further agree that if you transmit a photograph, video or audio recording through the Application, you acknowledge and agree that you will have obtained the rights, including without limitation the permission of the photographer, to permit the Company and our affiliates to use it.
Limited Exception for 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.
If you have provided your cell phone number to Primerica at any time, you consent to receive text messages ("SMS Messages") and telephone calls from and regarding Primerica. The Company does not charge for SMS Messages, but your SMS Message provider's standard messaging rates will apply. By providing your email address, you also consent to receive email messages from and regarding Primerica.
If you have provided a non-Primerica email address in the POL registration process, you consent to receive email messages regarding your POL account (password resets, billing notices, etc.) and other aspects of your Primerica business (licensing, etc.). It is your responsibility to keep your email address up to date.
Your mobile carrier's standard data, Internet, messaging and other service fees and charges apply to your use of, and access to, the Application. You are solely responsible for all those fees and charges. You understand that content delivered as part of the Application may be delivered to your device through premium mobile services and acknowledge that you are sole and exclusively responsible for any charges for such services, including, but not limited to, any roaming charges.
This Application may provide links to sites maintained by third parties (nonaffliates of the Company). The Company hereby disclaims liability for any information, content, materials, products or services posted or offered at any of the third-party sites. By providing a link to a third-party website, the Company does not endorse or recommend any such information, content, products, services, or materials, even if such information, content, materials, products or services can be accessed through this Application. The Company does not vouch for the security of any site you can link to or that such sites are free from malware of any nature. 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, including risks associated with video collaboration and meetings, as well as social media. While using such third party sites, you are still under a regulatory duty to comply with laws and contractual duty to comply with the Company's policies.
You agree to treat any information you obtain using a link as confidential, whether the link takes you to a different site or if the link brings information from another site to the Application.
Users of Business Card Website: As described in the Advertising Handbook, all links to your Business Card Website must be pre-approved in writing by 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 owned by and subject to the prior consent of the Company. See the Advertising Handbook for limitations on the Business Card Website, including the URL.
THE APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY DOES NOT GUARANATEE OR WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS, SEQUENCE OR TIMELINESS OF THE APPLICATION, ITS DOCUMENTATION OR ITS 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 REPRESENTATION 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. THERE ARE INHERENT RISKS IN THE USE OF ANY SOFTWARE OR INFORMATION FOUND ON THE INTERNET, AND YOU ACKNOWLEDGE THAT YOU ACCEPT THESE RISKS BEFORE MAKING USE OF THE APPLICATION.
WHEN THE COMPANY THROUGH THE APPLICATION MAKES AVAILABLE TO YOU INFORMATION, CONTENT AND MATERIALS, INCLUDING, BUT NOT LIMITED TO, TEXT, GRAPHICS, LINKS OR OTHER CONTENT PROVIDED BY A THIRD PARTY, THAT THIRD PARTY IS SOLELY RESPONSIBLE FOR ITS ACCURACY AND COMPLETENESS AND PROVIDING A PROPER LINK TO THEIR SITE.
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 THE APPLICATION OR ANY LINKED SITE, THE USE OR THE RESULTS OF THE USE OF THE APPLICATION, INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL RESULTS BASED ON USE OF THE APPLICATION, ANY INABILITY TO USE THE APPLICATIONS OR SITES, BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS (OR OTHER COMPUTER CODE OR PROGRAMMING DEVICE THAT MIGHT BE USED TO ACCESS, MODIFY, DELETE, DAMAGE, CORRUPT, DEACTIVATE, DISABLE, DISRUPT, SLOW OR OTHERWISE IMPEDE IN ANY MANNER THE OPERATION OF THE SERVICE OR ANY OF YOUR SOFTWARE, HARDWARE, DATA OR PROPERTY) OR LINE OR SYSTEM FAILURE, ANY LOST DATA, DEFECT, DOWNTIME, OR ANY ACT OF GOD, WAR OR TERRORISM EVEN IF COMPANY OR REPRESENTATIVES, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.
SOME OR ALL OF THE DISCLAIMERS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU, BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.
General Termination Rights. Your License shall be deemed revoked immediately upon (i) cancellation by you of your Subscription; (ii) your deletion of the Application from all of your computers and Mobile Devices; or (iii) your noncompliance with this Agreement. Your License may also be revoked by the Company at any time, with or without cause. Without limiting the foregoing, the Company may, without notice, terminate your use of the Application (i) in the event that you are no longer an Authorized User, (ii) in the event of insufficient or nonpayment of subscription fees, (iii) if your agent agreements with the Company are terminated, or (if) if 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. Our termination rights addressed in this paragraph are in addition to any other termination rights and remedies of the Company.
Further, without limiting the generality of the prior paragraph, your license to the Application installed on or accessed through Mobile Devices will expire immediately upon failure of the subscribing Representative to pay his/her subscription fee for Full Service POL.
In the event this License is revoked for any reason, you agree to promptly delete the Application from your computers and Mobile Device(s). We reserve all rights not granted to you in this agreement. The provisions of this Agreement that are intended to survive shall survive revocation of the License. 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.
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.
The Company may modify the Application in any manner at any time, for any reason. However, any change to the Dispute Resolution provision, below, will be applied only to disputes that arise after the change is posted.
This Agreement replaces any prior agreement for use of the Application. This Agreement is in addition to (and does not replace or modify) any other agreements you may have with the Company or its affiliates. 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 or any affiliate, the terms of this Agreement shall control with respect to all matters related to this Application.
You agree to comply with all applicable federal, state, provincial 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. Under no circumstances may the Application be exported to certain countries (currently Cuba, Iran, North Korea, Sudan and Syria) or to persons or entities prohibited from receiving U.S. exports, including those (a) on the Bureau of Industry and Security Denied Parties List or Entity List, (b) on the Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, and (c) involved with missile technology, nuclear, chemical or biological weapons, or military end-uses where prohibited by an applicable arms embargo. In addition, you represent and warrant that you are not a foreign national from an embargoed nation (currently Cuba, Iran, North Korea, Sudan and Syria) and that you are not otherwise prohibited under applicable export law from receiving or accessing the Application. All rights to use the Application are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
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 the Application (if applicable) or otherwise providing you notice in accordance with the method generally used by the Company for notice to Representatives with respect to the Application. 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).
THE PARTIES WAIVE ANY RIGHT THEY MAY HAVE TO PROCEED ON BEHALF OF A CLASS, AND AGREE THAT ANY CLAIM, COUNTERCLAIM, CROSS-CLAIM OR ANY OTHER TYPE OF CLAIM SHALL BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT CONSOLIDATED WITH ANY OTHER PERSON'S CLAIM, COUNTERCLAIM, CROSS-CLAIM OR OTHER TYPE OF CLAIM.
You may report compliance concerns or disputes about the Application, or any other aspect of Primerica business, to the Compliance Help Desk. In the U.S., please call 1-800-243-8901 or email US_Compliance_Helpdesk@primerica.com; in Canada, please call 1-800-356-8974 and ask to speak to the Field Management department or email Canada_compliance@primerica.com. Representatives should also be aware that reporting concerns about possible illegal, improper or suspicious activities may also be reported to the Compliance Help Desk or the Ethics Hotline 1-888-554-2374 (U.S. and Canada) or by email: Ethics@primerica.com.
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 Georgia. 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 federal 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, representations, understandings and all other agreements, oral and written, between the parties relating to this Agreement.