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