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1. RGA Reinsurance Company, through its U.S. Group Reinsurance operations (“RGA”), maintains a public access Web site and certain gated access Web sites. In connection with industrial aid aircraft reinsurance business, RGA maintains a specific gated access Web site under the application name "Wingman" (the "Gated Site"), which contains information that is confidential and proprietary to RGA and other entities. Subject to the restrictions in this Agreement, RGA wishes to make such confidential and proprietary information available on a non-exclusive basis to its Client Companies, including Client Companies' employees and third party contractors with a need to know said information (collectively referred to as "User/s").
2. This Agreement governs the use of the Gated Site and is supplemental to RGA’s Wingman Terms of Use/Online Privacy. Click here to view RGA’s Terms of Use/Online Privacy, which are incorporated herein by reference. Users may access, view and download information on the Gated Site and redistribute such information to individuals employed by or contracted with the Client Company, subject to the restrictions in this Agreement. Access is being provided on a non-exclusive basis pursuant to the terms and conditions of that certain Workers' Compensation Industrial Aid Excess of Loss Reinsurance Agreement between Client Company and RGA Reinsurance Company, as currently in effect ("Master Agreement").
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AGREEMENT
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| Article 1. Confidentiality and Non-disclosure.
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1.1 RGA and User acknowledge that, in connection with access to the Gated Site, User has received and/or will continue to receive proprietary data and confidential information of RGA that is not generally known in the trade and is of considerable importance to RGA, its licensors, and other entities.
1.2 Such RGA data and information may consist of, without limitation, trade secrets, product definitions and designs, underwriting guidelines, actuarial data, know-how, methods of operation, personnel policies, strategies, plans for future development, intellectual property, software owned or licensed by RGA, technical information, systems information, distribution and market information, sales and asset information, cost and profit information, pricing, methodologies, assumptions, customer information and any other confidential data or information, whether or not of a similar nature and whether or not marked confidential or proprietary (collectively, the "Proprietary Information"). Proprietary Information does not include, however, information which (a) is or becomes generally available to the public other than as a result of a disclosure by Client Company, its employees, representatives or agents (including any User), or any third parties employed by the Client Company that are afforded access to the Proprietary Information per this Agreement (including without limitation, external actuarial consultants employed by the Client Company, as well as its attorneys and financial auditors); (b) was available on a non-confidential basis prior to its disclosure by RGA or any of its affiliates (collectively, the "RGA Affiliates"); (c) becomes available on a non-confidential basis from a person other than a RGA Affiliate, who the User reasonably believes has the right to disclose such information; or (d) that was independently created or derived by the Client Company without reference to or reliance upon the Proprietary Information.
1.3 RGA, Client Company and User wish to assure the confidentiality of the Proprietary Information provided.
1.4 Unless otherwise agreed to in writing by RGA, User and Client Company agree, except as required by law or regulation or as otherwise allowed herein, to keep all Proprietary Information confidential and not disclose or reveal any Proprietary Information to any persons, other than those employed by the Client Company that have a need to know the Proprietary Information. Accessing the Gated Site indicates consent to the terms and conditions of this Agreement. The Client Company shall cause any employee or agent provided access to the Proprietary Information, along with each User representing Client Company who is granted access to the Gated Site, to adhere to the terms and conditions of this Agreement. Client Company may disclose Proprietary Information to (i) its external financial auditors, when required by them during the course of performing an audit of Client Company's records in the normal course of business, or (ii) its external legal counselor expert consultants (including actuarial consultants) in connection with the industrial aid reinsurance transaction between Client Company and RGA facilitated by use of the Gated Site; provided Client Company advises such third parties of the confidential nature of the Proprietary Information, the existence of this Agreement, and their obligation to maintain the confidentiality of the Proprietary Information. Client Company shall be responsible for any breach of this Agreement by any employees or agents, Users or any third parties provided access pursuant to the previous sentence. Nothing herein shall prohibit the Client Company from disclosing Proprietary Information to any arbitrator, mediator or umpire in any dispute resolution proceeding between Client Company and RGA in connection with the industrial aid reinsurance transaction facilitated by use of the Gated Site, provided such proceedings are private and confidential to the parties and the participants. In the event that User or Client Company are requested pursuant to, or required by, court order or governmental directive or applicable law to disclose any Proprietary Information, User and Client Company agree to provide RGA with prompt notice of such request in order to enable RGA to seek an appropriate protective order or other remedy is not obtained in the event that such protective order or other remedy is not obtained, User and Client Company agree to furnish only that portion of the Proprietary Information that is legally required and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Proprietary Information.
1.5 User and Client Company acknowledge and agree that the access to the Gated Site provided hereunder is on a non-exclusive basis. User and Client Company agree not to access or use Proprietary Information for any purpose other than in connection with Client Company's business relationship with RGA.
1.6 At RGA's request, User and Client Company agree to promptly return, destroy, or delete from computer storage, all of the Proprietary Information, including all copies, reproductions, summaries, analysis or extracts thereof in its possession or in the possession of any of its representatives, including but not limited to its employees and third party contractors. Notwithstanding the prior sentence, User and Client Company shall be allowed to retain each Evidence of Coverage evidencing a transaction facilitated by use of the Gated Site, along with any reports documenting the transactions consummated by User and Client Company through use of the Gated Site.
1.7 Without prejudice to the rights and remedies otherwise available to RGA, RGA shall be entitled to equitable relief by way of injunction, without the necessity of proving irreparable injury or provable damages, if Client Company or User breach or threaten to breach any provision of this Agreement.
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| Article 2. Access and Responsibilities.
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2.1 A User ID and password are required to access the Gated Site. Each Client Company is required to designate a Client Company Representative to serve as the contact between the Client Company and RGA regarding access to the Gated Site. A User ID, information regarding the registration process for obtaining authorized access and confirmation of a Client Company Representative will be sent to User and Client Company applicant under separate cover. Use of a User ID and password to access the Gated Site is granted only to the User authorized by the Client Company to whom such ID and password are assigned.
2.2 RGA will provide the User a password for access to the Gated Site through the Internet, and the User agrees to accept responsibility for the risks and any damages associated with said Internet password transfer. Upon direct User request, RGA will alternatively send the password via the United States mail or overnight courier. The User is not permitted to share his/her User ID or password with anyone. The User should safeguard his/her User ID and password, as the User is responsible for any misuse. If the User suspects someone has or is using his/her password, the User must notify RGA immediately via an e-mail sent to your business contact at SHRUSWingman@rgare.com" or call 612.217.6088. RGA is not responsible for any breach of security caused by the User's failure to maintain the confidentiality of his/her User ID and password.
2.3 By using the Gated Site, the User represents on a continuing basis that he/she is authorized to access the Gated Site and transact business via the Gated Site on the Client Company's behalf, and is adhering to the terms of this Agreement. The Client Company and the User acknowledge that misstatements or misrepresentations of the User may be a basis for rescission or cancellation of any transaction between the Client Company and RGA facilitated by the Gated Site. The User is responsible for providing his/her own equipment, devices and software required for accessing the Gated Site. The User and Client Company are responsible for all telephone and other charges incurred to access the Gated Site.
2.4 To protect RGA clients' proprietary information contained on this Gated Site, access to and use of this Gated Site will be strictly enforced. Unauthorized individuals attempting to access this Gated Site may be subject to criminal and/or civil prosecution.
2.5 User and Client Company should be aware that, in general, information sent through the Internet is not secure. Certain services offered on this Gated Site do provide a secure means to communicate with us, as indicated by an icon that appears on your screen when you are using such a service. While RGA may provide those technologies and reasonable electronic security procedures, such as encryption and a Secure Socket Layer, and use other reasonable precautions to protect confidential information and provide suitable security, we cannot guarantee that information transmitted through the Internet is secure, or that such transmissions will be free from delay, interruption, interception or error. Therefore, RGA does not guarantee the security, privacy or confidentiality of: a) any information the User sends to RGA through this Gated Site via the Internet, or b) any information RGA provides or sends to User from this Gated Site via the Internet. RGA will not be responsible for any damages the User, Client Company or others may suffer as a result of the loss of confidentiality of any such information. User and Client Company also acknowledge that RGA will provide User and Client Company access to data regarding the Master Agreement and that RGA does not guarantee the data regarding Master Agreement is secure. User and Client Company agree to waive any and all claims against RGA regarding the data's security.
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| Article 3. Indemnity
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3.1 User and Client Company agree to be responsible for any breach of the terms of this Agreement and agree to indemnify and hold RGA harmless for any damages, costs, and attorney fees associated with User's breach or threatened breach of this Agreement.
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| Article 4. Jurisdiction, Interpretation, and Termination.
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4.1 This Gated Site is controlled and operated by RGA from its offices within the State of Minnesota, United States of America. RGA makes no representation that materials on this Gated Site may be used under the laws of another jurisdiction. A User choosing to access this Gated Site from other jurisdictions does so on his/her own initiative and is responsible for compliance with all applicable laws.
4.2 The information contained on this Gated Site is not an offer to sell or a solicitation to buy any security, any insurance product, or any reinsurance product other than reinsurance of workers' compensation industrial aid aircraft risks. No reinsurance product covering workers' compensation industrial aid aircraft risks is offered or will be sold in any jurisdiction in which such offer or solicitation, purchase, or sale would be unlawful under the insurance or other laws of such jurisdiction, including without limitation the laws of Connecticut, Florida, and Oregon.
4.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri and shall supersede any and all prior agreements and understandings relating to the use of this Gated Site and the Proprietary Information contained on the Gated Site. To the extent the terms and conditions of this Agreement or the Gated Site conflict with the Master Agreement, the Master Agreement shall control. No change, modification, alteration or addition to any provision of this Agreement shall be binding unless in writing and signed by RGA's authorized representative.
4.4 RGA or Client Company may terminate this Agreement, effective immediately, with or without cause, by providing notice to the other party, in which event access to this Gated Site is no longer permitted.
4.5 With the exception of the Master Agreement and the RGA Wingman Web site Terms of Use / Online Privacy, this Agreement represents the entire agreement between RGA and you relating to the subject matter herein. If any provision of this Agreement is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severed from the Agreement and will not affect the validity and enforceability of the remaining provisions.
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| Article 5. Privacy
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To review RGA's web site privacy practices as set forth on its Wingman Web site Terms of Use / Online Privacy.
RGA is committed to protecting the privacy and confidentiality of its Client Companies' information. To review RGA's Privacy Promise of the RGA offering reinsurance products and services in the United States, click here.
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