PolicyCheck, Inc. (PCI) Terms of Service and Non-Disclosure Agreement
This Non-Disclosure Agreement (the “Agreement”) is made and automatically entered into by PolicyCheck, Inc. (PCI), an Arizona Corporation, and the user (“Trustee”) upon acceptance and login.
WHEREAS, PCI, acting through its employees, agents and/or independent contractors, has agreed to provide certain services and/or deliverables to Trustee, its affiliates and/or their customers; and
WHEREAS, Trustee desires to engage PCI to provide insurance proposals, which remediate trust owned policy issues, or significantly improve trust owned policy performance, on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of these recitals, the covenants set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby consent to the Agreement as follows:
1. LapseCheck™ Initial Review
Trustee assists PolicyCheck™ in completing an Initial Review that will include a recent third-party policy review and/or in-force illustration from the insured or insured’s (second to die policies), a PolicyCheck™ Advisor and the assigned trustee for each policy to be reviewed. The initial review will determine the probability that a particular policy may lapse during the insured’s lifetime and provide a baseline comparison for future evaluations. PolicyCheck™ will coordinate an Initial Meeting to review the findings using WebEx, 3-way Conference Call or in person at the Trustee’s office based on individual circumstances. Upon completion of the Initial Meeting, PolicyCheck™ will upload the completed report into the policycheck.com platform for Trustee account access and download.
2. PolicyCheck™ Health Review
Upon completion of the initial report, trustee will assist in collecting medical information on insured(s) by obtaining or assisting PolicyCheck™ in obtaining a completed Health Assessment form for any policies determined to be at risk. This assessment will enable PolicyCheckTM to further calculate the potential risk of a policy lapsing during an insured’s lifetime after accounting for changes in health since the original policy was established. This updated assessment will be included in a complete Suitability Update for each policy where there is a risk of policy lapse based upon actuarial data.
3. Suitability Update Meeting
Based upon above findings, Trustee will assist PolicyCheck™ in coordinating a Suitability Update Meeting and/or conference call with grantor/insured to review the findings. Based upon the outcome of meeting, PolicyCheck™ will work with trustee and insured to determine the next steps based upon feedback and trust objectives. The Suitability Update will compare current policy options and new policy options for each remedial possibility. Upon completion of the Suitability Update Meeting, PolicyCheck™ will upload the completed report with final observations into the policycheck.com platform for Trustee account access and download.
4. Remediation Process
In the event of policy replacement, Trustee will assist PolicyCheckTM in acquiring any additional information that may be needed to properly underwrite and determine insurability for the benefit of the trust and its beneficiaries. PolicyCheck™ will perform a Replacement Analysis on behalf of Trustee for any proposed replacement prior to Trustee executing policy exchange. All documents will be available for access and download in the PolicyCheck™ platform (SOC 2 security level) provided to the Trustee as part of this process.
5. Proprietary and Confidential Information
The parties acknowledge that in the performance of the Services, confidential information may be disclosed by one party to the other including, but not limited to: this Agreement, including any and all Statements of Work; intellectual property; financial information; marketing plans; business plans; Personal Information (as defined herein); customer lists; advertiser lists; information pertaining to business operations; other information pertaining to the business, operations, finances, customer and employees of either party; and any information which is identified at the time of its disclosure as being confidential or which under the circumstances of its disclosure ought to be regarded as confidential (collectively “Confidential Information”). Each party shall remain the owner of its Confidential Information, regardless of whether such data is maintained on paper, magnetic tape, magnetic disk, or any other storage or processing device.
Notwithstanding any provisions in any Agreement that are either less protective or less restrictive of either party, both parties (i) shall at all times hold the Confidential Information of the other in trust and in the strictest confidence, (ii) shall protect such Confidential Information with at least the same degree of care, but no less than reasonable care, which both parties use to protect their own most sensitive confidential information, and (iii) shall not disclose or otherwise reveal such Confidential Information to any person or entity other than its authorized employees, agents, independent contractors and/or affiliates who have a need to know the Confidential Information for the purposes expressly authorized hereunder, and who are under a duty of confidentiality and nondisclosure with respect to such Confidential Information at least as restrictive as the provisions of this Agreement.
If a party is requested to disclose any Confidential Information under any applicable law or in any judicial or administrative proceeding, then, except as otherwise required to comply with any applicable law or court order, the disclosing party agrees to promptly notify the other party of such request so that such party may resist such disclosure or seek an appropriate protective order. If disclosing party is nonetheless compelled to disclose any Confidential Information under applicable law or in such judicial or administrative proceeding, disclosing party shall limit its disclosure to that which is required by applicable law or the relevant judicial or administrative body.
This Agreement imposes no obligation upon a party receiving Confidential Information with respect to information that: (a) was in the receiving party's possession before receipt from the disclosing party; (b) is or becomes a matter of public knowledge through no fault of the receiving party; (c) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without access to the disclosing party's Confidential Information. For purposes of this Agreement, Confidential Information shall not be deemed in the public domain merely because it may be embraced by more general disclosures, or may be derived from combinations of disclosures that are in the public domain, but nonetheless shall be deemed confidential if collected and combined in a form, which is not generally available to the public.
6. Safeguarding of Personal Information
To the extent that PCI receives, maintains, processes, or otherwise has access to any nonpublic personal information protected by federal and/or state privacy laws identifying or relating to any grantor, owner, insured or beneficiary in connection with providing the Services (collectively, “Personal Information”), PCI represents and warrants that it has implemented, and shall at all times maintain during the term of this Agreement, a comprehensive information security program that is written in one or more readily accessible parts and contains appropriate administrative, technical, and physical safeguards designed to (i) insure the security and confidentiality of Personal Information; (ii) protect against any anticipated threats or hazards to the security or integrity of Personal Information; and (iii) protect against unauthorized access to or use of Personal Information that could result in substantial harm or inconvenience to Trustee, any of its affiliates, or their customers. Personal information includes, but is not limited to any medical condition, address, phone number, taxpayer identification number, Social Security number, date of birth, age, net worth, statement of financial condition, account number, diagnosis, treatment and prognosis with respect to any physical or mental condition and/or treatment, including psychiatric conditions, or drug or alcohol abuse or any other information which would reasonably be considered as personal information regarding pertaining to such parties. As part of such information security program for Personal Information, PCI shall:
a) Identify reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of the Personal Information that could result in unauthorized disclosure, misuse, alteration, destruction or other compromise of such information, and assess the sufficiency of any safeguards in place to control the risks.
b) Consider the risks in each relevant area of PCI’s operations, including without limitation (i) employee training and management, (ii) information systems, including network and software design, as well as information processing, storage, transmission and disposal, and (iii) detecting, preventing and responding to attacks, intrusions, or other systems failures.
c) Design and implement information safeguards to control the risks identified through PCI’s risk assessment, and regularly test or otherwise monitor the effectiveness of the safeguards’ key controls, systems, and procedures.
d) Evaluate and adjust PCI’s information security program in light of the results of the testing and monitoring, any material changes to PCI’s operations or business arrangements, or any other circumstances that PCI knows or has reason to know may have a material impact on its information security program.
Each party agrees to protect Confidential Information of Trustee, including any Personal Information, in conformance with the requirements of the Guidelines Establishing Standards for Safeguarding Customer Information mandated by section 501 of the Gramm-Leach-Bliley Act of 1999 (“GLBA”) and Regulation P mandated by section 504 of GLBA (together referred to as the “Customer Privacy Requirements”) which are enforced by the Office of the Comptroller of the Currency (“OCC”).
7. Examination and Oversight by Regulatory Bodies
Trustee acknowledges that PCI’s clients are regulated by the FDIC and or State regulatory body, that the regulatory body has examination oversight over PCI’s clients and that the regulatory body has authority to examine the operations performed by Trustee and PCI on behalf of Trustee’s clients to the same extent as if such operations were performed by PCI’s clients on their own premises. In the event the regulatory body determines corrective measures are required in order for the Services covered in the Agreement to meet Customer Privacy Requirements, PCI and Trustee will mutually address these measures and will use their best efforts to modify the Agreement to comply with the requirements. In the event the regulatory body formally objects to the relationship between PCI and Trustee and such objection cannot be remedied, this Agreement shall be deemed terminated and the parties will mutually agree to an orderly conversion of the services to another service provider.
8. Employee Due Diligence
PCI requires all candidates it considers for hire to satisfy a background investigation which, at a minimum, consists of the following; (i) confirmation of identity and personal information; (ii) social security verification; (iii) verification of all education beyond high school; (iv) credit report; (v) employment verification for five years; (vi) felony and misdemeanor and national criminal follow up searches; and (vii) a drug screening.
9. Use of Names and Relationship of Parties
Neither PCI nor Trustee shall have the right to use the other party’s name or other identifying service or trademark, without the prior written consent of the other party. Neither PCI nor Trustee shall act or hold itself out as an agent of the other, except as is expressly set forth in this Agreement.
PCI shall indemnify and hold Trustee harmless from and against any claims, liabilities, losses, damages, or expenses (including attorney’s fees and expenses) (collectively, “Losses”) incurred by Trustee as a result of the gross negligence or willful misconduct of PCI in the performance of the Services, or as a result of any material breach of any covenant, or representation or warranty, of PCI hereunder. Trustee shall indemnify and hold PCI harmless from and against any Losses incurred by PCI as a result of any material breach of any covenant, or representation or warranty, of Trustee hereunder.
PCI shall, from time to time during regular business hours and upon reasonable notice, permit Trustee, its representatives, Federal and State regulators or federal contractors to perform audits of PCI’s facilities, equipment, books and records (electronic or otherwise), operational systems and such other audits as may be necessary to ensure PCI’s compliance with the terms and conditions of the Agreement, as well as applicable regulations and laws and to ensure PCI’s financial and operational viability, including but not limited to PCI’s internal controls, security policies, business resumption, continuity, recovery, and contingency plans.
12. Licensing & Insurance
PCI shall verify and ensure that each PCI Advisor maintains the current licensing and insurance as required by each state department of insurance prior to providing a PCI Advisor with Trustee client contact information.
13. Governing Law
The Parties hereto agree that this Agreement is made and entered into in Phoenix, Arizona and further that PCI’s services are to be performed in Arizona. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to the principles of conflicts of law.
14. Entire Agreement, Headings
This Agreement constitutes the entire agreement between the parties and may be modified only by a written agreement signed by both parties. The section headings used herein are intended for the convenience of the parties and are not to be construed as a part of this Agreement. All prior understandings or discussions whether written or oral, which relate to or concern the subject matter of this Agreement are superseded by this Agreement.
Any notice given pursuant to this Agreement will be in writing and will be deemed to have been given: (a) when delivered personally, by courier or by express service; (b) five (5) days following its deposit into the United States mail (certified mail, return receipt requested, or first class postage prepaid), addressed to the other party, or (c) on the date of its transmission if sent via email or fax to the other party's accurate email address or fax number for the other party's accurate contact person and if confirmed within five (5) business days thereafter with a print copy of same delivered personally or by such mail delivery. All notices to a party shall be addressed as set forth on the signature page to this Agreement or to such other address as a party may designate in writing.
This Agreement shall be executed in one or more counterparts, each of which shall be considered an original, and all of which taken together shall constitute one and the same agreement.
Through acceptance at login, PCI and Trustee, intend to be legally bound, agree to all of the provisions of the Agreement.
PolicyCheck, Inc. d.b.a. (PCI)
Address for notices:
4802 E. Ray Rd. #23-36
Phoenix, AZ 85044