The
Portage
la Prairie
Mutual Insurance Inc.
Broker Usage and Security
Agreement
Schedule A. Terms and
Conditions
This agreement contains the terms
and conditions of access to and use by you of Portage
Mutual Insurance Company systems and
websites.
Definitions of Terms. In this
agreement,
"Agreement" means the terms and
conditions of access to and use by you of Portage Mutual
Insurance Company’s systems and websites.
"Portage Mutual" means
the
Portage
la Prairie
Mutual Insurance Company, its subsidiaries or affiliated
companies and its employees.
"Broker", "you"
and "your" mean the broker and each broker employee,
consultant or agent, to whom you have provided access to
the "Systems" and who have signed this Agreement and who
is using the "Systems" on your
behalf.
"Information" means information on
Portage Mutual's systems and internet site pertaining to
your customers.
"Systems" mean Portage
Mutual's systems, including internet, Broker Extranet
and/or Broker Portal websites, pertaining to the conduct
of customer transactions, including without limitation,
the issuance of new policies and effecting changes to
existing policies.
"Web Administrator" means
the person in your broker’s office who will administrate
user accounts, passwords and authorities to use Portage
Mutual’s Go Broker website. This person is also the
contact person for support by Portage
Mutual.
Agreement. This agreement contains
the terms and conditions of access to and use by you of
"Information" and "Systems". The terms and conditions on
these pages are of general application and may be
supplemented by additional disclaimers, guidelines,
rules, terms or conditions of specific application on a
particular page of these Systems. In the event of an
inconsistency with any terms or conditions on a
particular page of these Systems and the terms and
conditions of this Agreement, the terms and conditions
of this Agreement will prevail. You may print this
Agreement or you may download this Agreement to your
computer. Please note that the information contained
herein is subject to change without
notice.
Disagreement. You should not
access the Systems or any services provided on or
through the Systems, if you do not agree with all of the
terms and conditions, including, withoutl imitation, any
subsequent amendments or modifications posted at the
time of any future access.
Broker
Responsibilities
. Your responsibilities
include:
You will keep your and your staff’s User
ID's and Passwords confidential and you will not
disclose them to anyone.
You undertake to notify
Portage Mutual before, if feasible, or as soon as
possible after your web administrator is laid off,
fired, transferred or takes a leave of absence, whether
justified or not, or explained or not, in order to allow
Portage Mutual to reassign web administration rights in
a timely manner to minimize the risks of unauthorized
access.
You undertake to notify your web
administrator before, if feasible, or as soon as
possible
after an employee, consultant, agent or any
other person having access to the Systems is laid off,
fired, transferred or takes a leave of absence, whether
justified or not, or explained or not, in order to allow
your web administrator to terminate access of such
person in a timely manner to minimize the risks of
unauthorized access.
If you have any reason to
believe that the security of access or a password has
been compromised, you will immediately notify your web
administrator, who may cancel the applicable access or
password.
You will authorize your employees who
have signed this Agreement, to access the Systems, and
you will not authorize anyone else, including terminated
employees, to access the Systems for any reason. You
will take all reasonable precautions, including password
maintenance, to prevent unauthorized access to the
Systems. When using the Systems, you have to take
reasonable precautions that any computer viruses, worms,
Trojan horses, and other items of a destructive nature
will not impact the Systems.
You have a complete
and current backup of the information contained on your
computer systems prior to using the
Systems.
Terms of Use. The Systems are
owned by Portage Mutual and are provided to you for your
exclusive use. The following terms apply: You assume
responsibility for the use of the Systems and of any
Information appearing and for the accuracy and
completeness of any material input by you. You use and
modify the information for the purposes of offering
products and services to meet your clients' needs and
not for any other purpose.
Accuracy of
Information
. The information provided by Portage
Mutual is believed to be accurate and reliable when
posted on the Systems. Portage Mutual cannot guarantee
and cannot be held responsible for the accuracy,
completeness and currency of Information at all times.
Information contained in the Systems, including without
limitation, any information obtained, is not intended to
replace any legal or other advice and should not be used
as such. All insurance products and services are subject
to the terms and conditions of the insurance policies
provided when the insurance is issued.
Portage
Mutual shall not be liable in any way to you or to any
other person, or corporation for, the use by you or any
other person or corporation, of any Information
appearing on the Systems; or any omissions,
inaccuracies, or errors in Broker-inputted data,
information or reports appearing or produced by persons
using Broker-inputted information appearing on the
Systems.
Record Retention and Audit. You
agree to maintain, safeguard and store in an acceptable
medium, applications for insurance and policy-related
documents in accordance with the requirements of Portage
Mutual, as provided from time to time. Portage Mutual
may, upon giving reasonable notice, conduct an audit and
physical inspection at your place of business, of all
records and documents required to be maintained and
stored by you in accordance with Portage Mutual’s
recommendations.
Electronic Documents
Binding
. You agree to input policy transaction data
into the Systems fully in accordance with the
requirements of Portage Mutual, as provided from time to
time. All data received by Portage Mutual from you shall
be deemed to constitute a memorandum in writing and
signed and delivered by or on your
behalf.
Monitoring. You acknowledge that
the Systems may monitor access, use and other activities
relating to the Systems, and may intervene in relation
thereto but does not make any representation or warranty
that it will do so. You hereby consent to any such
monitoring and intervention.
Security.
Once you have gained access to the Systems, it is highly
recommended that you sign off from the Systems prior to
proceeding with non-Portage Mutual activities. Without
the use of encryption, communication through the
Internet or electronic communication is not secure and
privacy cannot be ensured. While recognizing your
obligation to use the Systems to transmit any data to
Portage Mutual, you also recognize that complete
confidentiality and security is not yet possible over
the Internet. Use of the Internet and communications
over the Internet are subject to possible interception,
loss and alteration. Therefore, you should not
communicate any personal information to Portage Mutual
through unsecured means. Any information communicated by
you to Portage Mutual by unsecured means shall be deemed
non confidential and Portage Mutual shall not be liable
in any manner whatsoever for any damage caused to a
third party as a result of such communication, including
without limitation, use by Portage Mutual of such
information.
Cookies. Portage Mutual may
use cookies, which are very small text files that are
downloaded on your hard disk from certain Web pages of
the site. Cookies may be used to determine the extent of
use to help
Portage
Mutual better
personalize the content that you and other users may see
on the Systems. Portage Mutual does not retrieve any
information from your personal computer and will not
disclose any of your personally identifiable
information. Portage Mutual may disclose information in
special cases when it has reason to believe that
disclosing this information is necessary to identify,
contact or bring legal action against someone who
Portage Mutual believes is in violation of Portage
Mutual’s rights. Portage Mutual may also disclose the
information for administrative and other purposes that
it deems necessary to maintain, service, and improve its
products and services.
Links to Other
Sites
. Links from or to Internet Web sites outside
the Systems are meant for convenience only and you
access them at your own risk. The publishers of the
outside sites manage their content, which are not
reviewed or approved by Portage Mutual. These links
should not be construed as an endorsement, a guarantee
or a recommendation of the products or services offered
on those sites by Portage Mutual. Portage Mutual cannot
guarantee that these links are functional or secure.
Portage Mutual cannot be held responsible for damages or
prejudice of any nature resulting from the use or the
content of the other sites connected to the Systems
through links.
Broker Communications.
Portage Mutual shall be free to use the content of any
communications (except for personal information, see
section 14) by you to Portage Mutual, including, without
limitation, any ideas, inventions, concepts, techniques
or know-how disclosed therein, for any purpose
including, without limitation, developing products and
services. You agree to not assert any ownership right of
any kind in the communication (including, without
limitation, copyright, trademark, unfair competition,
moral rights, or implied contract) and to waive the
right to receive any financial or other consideration in
connection with such communication including, without
limitation, acknowledgment of you. You shall be
responsible for the content and information contained in
any communication, including, without limitation, its
truthfulness and accuracy.
Use of Personal
Information
. Any personal information collected by
Portage Mutual will be limited to that which is needed
for the following purposes: to respond to your
inquiries, to address your client’s needs and to provide
you with information on Portage Mutual products and
services. Any personal information collected and
accessed through the Systems is subject to Portage
Mutual's Privacy Code, which is posted on our
website.
You acknowledge that as a Broker, you
have access to certain information about your clients
which may constitute personal information within the
meaning of the Personal Information Protection and
Electronic Documents Act and the Act respecting the
Protection of Personal Information in the Private
Sector. You undertake to take all necessary measures to
protect this information, including establishing an
internal policy in conformance with these Acts and any
other relevant provincial, federal and international
legislation governing the collection, use and protection
of personal information on your client. You undertake
not to reveal, publish or transmit the information or
data contained on the Systems to anyone who is not your
client to which the information or data refer to or to
anyone who is not duly authorized to receive this
information or data.
Data Transmission.
You agree to transmit all data to Portage Mutual in
accordance with instructions received from time to time
by Portage Mutual. Such transmissions will be carried
out through the Systems. Portage Mutual has reasonable
security measures in place in order to protect such
data. Data shall be encrypted in order to reduce the
risk of interception, use and modification by third
parties. Access to your account is secured by Internet
security protocol(s), provided that your Web browser
supports (128-bit) encryption, for example, protocols
and encryption as provided by the versions of Microsoft
Internet Explorer
6.0 or higher. These
browsers usually have a feature to inform you when you
are entering a secure environment.
Exclusion
of Warranties
. Despite our best efforts, Portage
Mutual makes no representation or warranty regarding the
good working order of the Systems, or the condition of
the Systems, its suitability for use, or that its use
will be uninterrupted or error-free. All material or
information on the Systems is provided to you "as is"
without warranties of any kind. Portage Mutual disclaims
all warranties or conditions, written or oral,
statutory, express or implied, including without
limitation, warranties or conditions of merchantability
or fitness for a particular
purpose.
Limitation of Liability. Portage
Mutual reserves the right to modify, suspend or
discontinue, temporarily or permanently, the Systems (or
any part thereof) from time to time, for any or no
reason and without notice. You agree that Portage Mutual
shall not be liable to you or to any third party for any
modification, suspension or discontinuance of the
Systems. Portage Mutual does not warrant and disclaims
any and all responsibility or liability for the quality,
accuracy, completeness, legality, reliability or
operability of any claims, statements or information on
the Systems. The Systems may include inaccuracies or
typographical errors.
In no event shall Portage
Mutual or anyone else involved in creating, producing,
delivering or managing the content of the Systems, be
liable to you and/or any third party for any damages
whatsoever, including, without limitation, direct,
indirect, special, incidental, consequential or punitive
including, without limitation, any lost revenues, lost
profits, lost opportunities, loss of prospective
economic advantage arising out of or in connection with
the use or performance of the Systems, or information
available from the Systems, including, without
limitation, any damages suffered as a result of
omissions or inaccuracies in such information, the
transmission of confidential or sensitive information to
or from the Portage Mutual, and inconvenience, delay or
loss of use of the service, even if Portage Mutual is
advised of such possibility. Portage Mutual assumes no
liability or responsibility for damage or injury to
persons or property arising from any use of any product,
information, idea or instruction contained in the
content of the Systems. Portage Mutual disclaims any
responsibility for the deletion, failure to store,
mistaken delivery, or untimely delivery of any
information or material.
Without limitation and
notwithstanding anything to the contrary, Portage Mutual
shall not be responsible for and shall not be liable to
you or any third parties for any claims, losses, costs,
expenses or damages arising out of or in connection
with:
failure of performance, delays,
interruptions, communication line or systems
failures
including communication malfunctions that
affect the transmission, accuracy or timeliness of
information, material, messages, or instructions between
you and Portage Mutual and/or which prevent information,
material, messages or instructions from being
transmitted in whole or in part between you and Portage
Mutual; your inability to access, at any time, any part
of the Systems or any content, products or services
provided on it; any harm or loss to your personal
computer records or data, howsoever caused, including by
viruses, "worms", "Trojan horses" or other similar
intrusive, disruptive or destructive programs or files;
interception, loss or disclosure of confidential or
sensitive information transmitted over the Internet,
including personal information; lack of suitability,
reliability, timeliness or availability of the Systems
or any content, products or services offered on the
Systems; or Portage Mutual’s failure to take corrective
measures.
Your sole and exclusive remedy is to
discontinue using and accessing the Systems. Should the
information or the data contained in the Systems be
incompatible with or contradictory to the information
and the data contained in the internal file of Portage
Mutual, the latter shall take precedence.
The
aforementioned exclusions and limitations shall apply
whether any claims, losses, costs or damages are founded
in contract (including fundamental breach), tort or any
other theory of liability and such limitations and
exclusions shall apply even if Portage Mutual has been
advised of the possibility of such claims, losses, costs
or damages. Because some jurisdictions do not allow the
exclusion or limitation of moral, bodily, incidental or
consequential damages, Portage Mutual’s liability in
such jurisdictions shall be limited to the extent
permitted by law.
Indemnity. You agree at
all times to indemnify, defend and hold harmless Portage
Mutual against all actions, proceedings, costs, claims,
damages, demands, liabilities and expenses whatsoever
(including legal and other fees and disbursements)
sustained, incurred or paid by Portage Mutual, arising
from your failure to respect the terms and conditions
hereof, or an act or omission or your negligence
resulting from use of the Systems by you or any other
person to whom you have provided access to your computer
system and who is using it on your
behalf.
Liability for your Computer
System
. You will at all times remain liable for all
damages
caused by your computer system as a result of
(i) the connection, configuration, or
compatibility
of the different components of your computer system (ii)
your use of any
material on the Systems (iii) your
access to the Systems, or (iv) your downloading of data,
software and viruses. Portage Mutual does not assume any
liability whatsoever for any unauthorized access to your
computer system by hackers or for the quality,
reliability, compatibility or speed of services rendered
by your Internet service provider.
Damage to
Others
. You agree not to introduce into or through
the Systems any information or materials which may be
harmful to others. Among other things, you agree not to
include, knowingly or otherwise, any error or defect in
material or information which may, among other things,
constitute a libel, slander, defamation or obscenity, or
promote hatred or otherwise give rise to a criminal
offence or civil liability on the part of any person or
entity.
Copyright. The Systems are
protected by Copyright laws and International Agreements
on such matters, and its content cannot be altered
without infringing on the Portage Mutual's rights and
moral rights. The texts, illustrations, graphics and
images displayed on the Systems are and will remain at
all times the property of Portage Mutual, unless
stipulated otherwise herein. They cannot, under any
circumstances, be sold, reproduced, copied, modified,
published or distributed, in whole or in part, as the
case may be, without express permission from the author.
No content from the Systems may be cited on or
transmitted to newsgroups, mail lists, emails or
electronic bulletin boards, or incorporated into any
other Internet Web sites nor may links be created to the
Systems without indicating the source and address of the
Systems and without the prior written consent of Portage
Mutual.
Trademarks. Certain names, words,
titles, phrases, logos, icons, graphics or designs or
other content in the pages of the Systems are, as the
case may be, trade names or trademarks of Portage Mutual
registered and/or used in Canada or in other countries,
as the case may be, and represent only part of their
intellectual property. The users are not permitted to
use these marks or names without express consent from
Portage Mutual or from the third party proprietor of
these marks or names. Any unauthorized downloading,
re-transmission, or other copying or modification of
trade-marks and/or the contents of the Systems may be a
violation of any federal or other law that may apply to
trade-marks and/or copyrights and may give rise to legal
action.
Reserve of Rights. All rights not
expressly granted in these terms are reserved to
Portage
Mutual. Nothing contained in these terms
shall be construed as conferring by implication,
estoppel
or otherwise any license or right under any
copyright, patent, trademark or other
intellectual
right of Portage Mutual or any other person or
entity.
Governing Law, Arbitration and
Evidence
. The Systems are made available in
Canada
. By
accessing the Systems, you agree that all matters
relating to the access to, or use of, the Systems shall
be governed by the laws of the Province of Manitoba and
the federal laws of Canada applicable therein. You also
agree and hereby submit to the non-exclusive
jurisdiction and venue of the courts of the
Province of Manitoba
with
respect to such matters. Portage Mutual makes no
representation that materials on the Systems are
appropriate or available for use in other locations, and
accessing them from territories where their contents are
illegal or prohibited. Those who choose to access the
Systems from other locations do so on their own
initiative and are responsible for compliance with local
laws.
Entire Agreement. This Agreement is
the entire and exclusive agreement between
the
parties, and it supersedes all previous
communications, representations or agreements, either
oral or written, between them with respect to this
subject matter. No representations or statements of any
kind made by any affiliate of Portage Mutual, which are
not included in this Agreement, shall be binding on
Portage Mutual or its affiliates.
Modification
of these Terms
. Portage Mutual may modify, alter or
otherwise update the terms and conditions applicable to
the Systems from time to time, without notice, by
updating this posting. The date of the last modification
will appear at the top hereof. You agree to review the
terms of use each time you access and use the Systems
and to be bound by such terms of use as are in effect at
the time when you access the Systems. Your access and
use of the Systems constitutes irrefutable proof of your
consent to be bound by these terms and
conditions.
Waiver. No waiver of any
provision herein shall be valid unless in writing and
signed by an authorized representative of both you and
Portage Mutual. Portage Mutual's failure to insist upon
or enforce strict performance of any provision of this
Agreement or any right shall not be construed as a
waiver of any such provision or
right.
Severability. If any provision of
this Agreement is determined by a court of competent
jurisdiction to be illegal or unenforceable, such
provision shall be automatically reformed and construed
so as to be valid, operative and enforceable to the
maximum extent permitted by law or equity while
preserving its original intent. The invalidity of any
part of this Agreement shall not render invalid the
remainder of this
Agreement.
Miscellaneous. This Agreement
shall endure to the benefit of Portage Mutual and its
affiliates. The headings contained herein are for
convenience only and shall have no legal or interpretive
effect. Portage Mutual may assign its rights and duties
under this Agreement to any party at any time without
notice to you. Portage Mutual reserves the right to
prevent your further access to the Systems in the event
that you violate this Agreement or the law.
Survival. These terms and conditions
apply while you are accessing the Systems and remain in
effect thereafter. In the event you no longer have
access to the Systems, the provisions set out in
sections 2, 7, 8 and 14 through to 28 of these terms and
conditions shall survive thereafter.
Questions
Should
you have questions concerning this Agreement, you may
contact us:
By mail:
Portage Mutual Insurance
Company
Box 340
Portage la Prairie, MB R1N
3B8
By e-mail:
info@portagemutual.com
By
phone:
1 800 567-7721