GUARDIAN LIFE LIMITED


ONLINE SERVICE AGREEMENT

This AGREEMENT contains the terms and conditions governing your ("the Customer" or "You") use of the Online services offered by Guardian Life Limited ("GLL" "us" or "we") from time to time (" the Services" as defined in the Second Schedule).

You understand that by using the Services You confirm that:

(i) You have carefully read and understood the terms and conditions set out below;

(ii) You understand, among other things, that all the risks associated with using the Services are entirely and solely yours;

(iii) You are entering into a contract with Guardian Life Limited as detailed in these terms and conditions; and

(iv) You agree to be bound by the said terms and conditions of this entire Agreement as same may be amended at any time and from time to time by GLL in its sole discretion.

Part I - APPLICATION FOR AND BASIC PROVISIONS GOVERNING THE SERVICES

1. Recitals - Request for and Agreement to Provide the Services

1.1. GLL has developed certain Online services more particularly described in the First Schedule hereto as "the Services";

1.2. You have requested that the Services be made available to You by GLL and GLL has considered the request and agreed to make the Services available to You upon the terms and conditions herein; and

1.3. Services will be available with effect from the date of your acceptance of these terms and conditions which occurs upon your activation and/or use of the Services ("the Effective Date").

2. Definitions and Interpretation

In this Agreement, the terms and expressions used shall have meanings detailed in the Second Schedule hereto and the relevant principles of interpretation shall be as detailed in the said Second Schedule.

3. The Agreement to Provide the Services

3.1. GLL shall make available to You from the Effective Date for valuable consideration, including, inter alia, the payment of the fees (if applicable) and upon the terms and conditions hereinafter contained, such of the Services as we deem appropriate in our sole discretion from time to time.

3.2. You may initiate and we may permit You to initiate Instructions to facilitate transactions with your Policy (ies) maintained at GLL by means employed by us from time to time in our sole discretion including, inter alia, those detailed herein.

3.3. Save as is expressly otherwise provided herein You hereby authorise us to accept, and You agree to be responsible for, any Instructions given through the Services to the same extent as if You had given written, signed instructions to us.

4. Requirements for access to the Online services

4.1. You must maintain with us at least one Policy in order to be eligible for access to the Services. However, we reserve the right to refuse access to the Services in respect of any particular policy at any time and from time to time in our sole discretion without being obliged to advise You of the reason for such refusal.

4.2. You acknowledge that all the services listed in the First Schedule may not be available for all policies.

4.3.You must own or have access to a personal computer with Internet access and have available Internet Explorer 9 or higher, Google Chrome, Firefox or Safari software which support 256 bit encryption and an email address or such other hardware and software as needed from time to time to access the Services.

4.4. You must also have a valid Customer User ID assigned to You by us to be able to conduct transactions unless otherwise decided by us from time to time.

5. Secure your Password and Policy Information

5.1. You agree that the requirement of a Password is reasonable and acknowledge that this is designed to authenticate transactions as yours.

5.2. You shall not disclose and will take all necessary steps to prevent the disclosure of your Password.

5.3. You also agree to keep your Password secure and to ensure that it is not accessible by anyone.

5.4. You shall immediately notify GLL by calling us at 1 888 482-7342 /1-888-GUARDIAN or 1-888-367-5433/1888-FOR-LIFE or such other telephone number(s) as we may specify from time to time if You believe or suspect that your Password has become known to, or is in the possession of any person whom You do not intend to have such information or access or if the confidentiality of such information has been or is believed by You to have been compromised and You may, in such cases, be required by us to establish a new Password as the circumstances may require.

5.5. Without limiting the foregoing You must and hereby agree to observe the following guidelines:

5.5.1. You will not leave policy information, including Password, in an open area accessible by other persons, including a computer screen;

5.5.2. You will not send your Password information over an email system;

5.5.3. You will not leave any computer unattended while it is connected to the Services;

5.5.4. You will take all security measures necessary to secure the Password from unauthorised usage; and

5.5.5. You will log out of the Services and close the browser after each Online session and clear the browser's cache and history.

5.6. You agree that You shall use your Password exclusively in accordance with this Agreement and/or GLL's instructions and directions as made known to You at any time and from time to time.

5.7. You are not allowed to copy, publish, sell, rent, lease, sub-lease, sub-use, distribute, lend, modify, merge, translate, decompile or reverse compile the Password.

5.8. On the first occasion You access the Services Online, You must change your Password in the manner specified by GLL. You may also be required to, and if so required, must enter your email address.

5.9. You may also be required by GLL to change your Password at any time and from time to time and hereby agree to comply with such valid requests.

5.10. Save as is otherwise expressly provided herein You shall be held liable for all transactions, losses, costs and or otherwise resulting from the unauthorised use of the Password.

5.11. Every Instruction has the same status and legal value as a written instruction signed by You. Accordingly, You agree not to challenge the legal effect, validity or enforceability of an instruction authenticated by your Password.

5.12. In addition to using the Password You may be required to provide information to verify that You are the policy holder or otherwise identify yourself and to provide an email address and You agree to comply with any such request.

5.13. If You give someone your Password or allow someone to have access to such information, You will be deemed to have authorised such person to carry out transactions in relation to your Policy (ies) and to use the Services on your behalf. In such cases, all transactions performed by such person, even transactions which You did not intend or want to be carried out, will be deemed to have been authorised by You and You will be responsible and liable therefore. For the purposes of this Agreement You are further deemed to have authorised all unauthorised transactions.

6. Policy Ownership and Your Warranties

6.1. When You enroll for the Services, all policies selected at the time of sign up for the Services by You, as well as those added from time to time, will be automatically placed in the list of policies available for the Services.

6.2. You warrant that You are duly authorised to enter into this Agreement and have taken and will take all the steps necessary, from time to time, to comply with the other warranties, requirements, terms and conditions set out in this Agreement.

6.3. GLL shall be entitled to rely on any instructions and or written notice believed by us in good faith to be signed as per the mandate provided by You herein.

6.4. You hereby represent and warrant that each time You use the access code(s), You have all necessary powers, authority and approvals to do so and to perform in accordance with your obligations under this Agreement.

6.5. You hereby agree that You will, among other things,

6.5.1. conform all transactions to the format, content and specifications prescribed by GLL from time to time;

6.5.2. comply with the law and security procedures prescribed by GLL from time to time;

6.6. You warrant and agree that the total dollar amount of transactions conducted by You via the Services on any one day shall not exceed JA$950,000.00. We reserve the right to adjust the prescribed limit and will advise You of any such adjustment.

6.7. Without prejudice to any other provisions regarding indemnity in the Agreement You shall indemnify GLL against any loss, claim, demand, liability, expense or costs (including Attorneys' fees and expenses) resulting from or arising out of any breach of any of the foregoing warranties or agreements.

PART II - THE ONLINE SERVICES SPECIFIC PROVISIONS CONCERNING TRANSACTIONS

7. Cancellation, Reversal, Amendment, Rejection of and Returned Transactions

7.1. If You desire to:

Cancel or amend transactions or reverse a transaction, then GLL may at its sole discretion accept your request and attempt to execute same.

7.2. GLL may reject any instruction/transaction including, among others, those which do not comply with the requirements of this Agreement and those given following any breach of the terms and conditions herein by You.

7.3 GLL may (but is not obliged to) notify You, by the means it elects to utilise from time to time, of the receipt of a returned transaction as prescribed by us from time to time.

7.4 You will be liable to pay any charges applicable for cancelled, amended, reversed, returned and rejected transactions and further will meet any and all costs, losses or otherwise incurred by us.

7.5 You agree that You shall indemnify and hold GLL and its officers, directors, employees, and representatives harmless from and against any and all claims, demands, losses, liabilities, and expenses, including attorney's fees and costs, resulting directly or indirectly from compliance with your cancellation or amendment request.

8. Applicable Fees and Charges

You hereby agree:

8.1. to pay to GLL such fees for the Services (and any actions connected thereto) as may be charged by us from time to time as implemented varied and/or published by us from time to time and in the manner prescribed by us;

8.2. that GLL may charge (and You agree to pay) interest and any other related charges we deem fit on Fees due and owing by You to us from time to time at such rate as we may in our sole discretion determine which rate we may vary at any time and from time to time

8.3. that GLL may change its fees and charges at any time and from time to time and with immediate effect upon issuing notice to You in such manner as we deem fit.

9. Limit on GLL's Liability

9.1. GLL does not accept any responsibility or liability in respect of its providing or failing to provide the Services.

9.2. shall be responsible only for performing the Services expressly provided for in the Agreement, and shall not be liable for any loss or damage which may arise therefrom except in the case of gross negligence or wilful misconduct in performing those Services.

9.3. The parties agree that GLL will not be liable to You for:

9.3.1. any errors, failures, delays, inaccuracies, damage, loss or injury, directly or indirectly arising from the operation of your computer or software however caused, nor for any problems or losses caused by viruses, electricity supply problems, hackers or otherwise;

or

9.3.2. or the unavailability, incompleteness and inaccuracy of any relevant information from You or the delayed provision of such information by You or if You have failed to give GLL complete, or other identifying information so that GLL can properly complete a transaction or if You fail to give instructions as and within the time period required herein and by GLL from time to time.

9.3.3. no event shall GLL have any liability for any consequential, special, punitive or indirect loss or damage which You may incur or suffer in connection with this Agreement.

9.3.4. Without limiting any other provisions of this Agreement:

9.3.4.1. GLL shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communications facilities, equipment failure, war, emergency conditions, or other conditions beyond our control;

9.3.4.2. GLL shall not be liable for failing to complete a transaction because of the provisions of law or legal process; and

9.3.4.3. GLL shall not be liable for any wrongful and or negligent act and/or omission in the transmission of transactions.

9.4. Subject to the foregoing limitations, and in any event, GLL's liability for loss shall be limited as follows:

9.4.1. If GLL fails or delays in making a payment pursuant to your instructions, or if we make a payment in an erroneous amount that is less than the amount per your instructions, unless otherwise required by law, our liability shall be the payment of the shortfall.

9.4.2. GLL shall not be liable for your attorney's fees, except as required by law; and

9.4.3. Unless otherwise required by law, we shall not be liable for any error or delay made by You.

9.5. GLL shall be entitled to rely absolutely on the information, representations and warranties provided by You pursuant to this Agreement, and shall not be responsible for the accuracy or completeness thereof.

10. Risk

10.1. You are responsible for the installation, maintenance and operation of your personal computer and the browser software and shall bear the risk of error, failure or non-performance due to faulty operation, malfunction, lack of maintenance or any other reason.

10.2. You hereby acknowledge and accept that the use of the Services carry certain inherent risks.

10.3. By using the Services You assume full responsibility for the risks which include, among others, the following possibilities:

10.3.1. your policy being accessed by a third party e.g. where You have permitted your Password to be disclosed;

10.3.2. delays in the transmission of your instructions; or

10.3.3. viruses.

10.4. You acknowledge that electronic-mail transmissions may not be secure and that GLL urges You not to request sensitive information relating to your policy or financial transactions via any e-mail system.

10.5. By signing this Agreement, You agree to accept electronic communications and acknowledge that You are able to electronically access and retain electronic communications relating to the Services.

10.6. GLL does not guarantee the completion of a transaction involving other financial institutions as this is dependent upon same being completed by the financial institution receiving the instructions originated by us on your behalf. Such institution's actions are not within the control of GLL and we are therefore unable to guarantee the time within which these types of transactions will be completed.

11. No Warranties or Representations

GLL gives no warranty nor makes any representation regarding the recommended software nor gives any warranty of merchantability or fitness of the Services for any particular purpose.

12. Indemnity

12.1. You shall indemnify and keep indemnified GLL from and against any and all loss, damage or liability (whether criminal or civil) suffered (along with legal fees and costs incurred) by us resulting from our agreeing to provide the Services on the terms and conditions herein including, among others and without limitation, those resulting from any act neglect or default (including breach of this Agreement) of yours under this Agreement.

12.2. Without prejudice to the generality of the foregoing and other provisions of this

Agreement if a fine is assessed against GLL it will be your responsibility to pay the fine unless the parties (and in the event of disagreement between the parties, a third entity agreed on by the parties) determine the fine was caused by an improper and grossly negligent action by GLL.

13. Proof

13.1. All instructions, details of requests and other details of Services provided herein and the terms and conditions pursuant to which they are provided ("the Documentation") may be recorded or registered by GLL electronically or otherwise as determined by GLL in its sole discretion.

13.2. The Documentation, and/or any extract thereof, shall stand as conclusive and undisputable evidence of that to which it relates.

14. Disclosure of Policy Information

14.1. GLL will not disclose to third parties any information about your policy or any transactions unless:

14.1.1. You have in writing authorised or requested GLL to disclose any particular information or any particular type or types of information to a specified person or specified persons in such manner and at such times as is contained in such written authority; or

14.1.2. such disclosure is necessary for completing a transaction or to investigate or resolve a dispute or problem relating to a transaction, the Services and/or You; or

14.1.3. such disclosure is made in accordance with the policy or any other agreement between us; or

14.1.4. it is otherwise required or allowed by law or legal process to do so.

14.2. Notwithstanding the other provisions of this Clause 14, GLL may disclose information regarding You to any of its affiliates, agents and subcontractors for operational or any other legitimate business purpose. You hereby agree that we may provide such information to our affiliates, agents and subcontractors who conduct their business from various countries in order to be able to provide the Services to You provided that we agree that any such affiliate, agent and/or subcontractor will be required to adhere to the confidentiality obligations in writing.

15. Availability of Services

15.1. GLL will endeavour to make the Services available for twenty-four (24) hours per day, seven (7) days per week except on such days or at such times during which GLL or other networks will be carrying out maintenance work on its computer system and other systems and equipment necessary for the provision of the Services. GLL does not however guarantee that the Services will always be available.

15.2. However, GLL only processes instructions and updates information on Business Days during business hours (Monday to Friday 08:30 am - 4:30 pm or such other times as prescribed by us, in our sole discretion, from time to time and at any time. Please also note that each payment external to GLL has its respective cut-off times. Each instruction You make on a non-Business Day, or after our Cut-Off Time on any Business Day, will be considered given on the following Business Day.

15.3. GLL's telephone service, including the numbers given in this Agreement (and from time to time) will only be available during the hours of 7:30 am and 5:00 pm (or such hours as we prescribe from time to time or at any time) and we shall not be liable for any losses suffered by You as a result of the unavailability of telephone contact during other hours.

15.4. The Services may not be available from time to time for scheduled or unscheduled maintenance but GLL will endeavour to ensure that such interruptions in service are reduced to the minimum.

16. Unauthorised Use

GLL shall not be liable for any damage, loss or injury incurred by You as a result of any unauthorised transaction. You agree to indemnify and hold GLL harmless from and against all claims, losses, damage, injury, suits, actions and/or proceedings (including all costs relating to legal services) made or brought by any person against GLL in relation to any unauthorised transaction(s) other than those described in Clause 9.4.1.

17. E-mail Address and other personal information

You should notify GLL promptly in the case of any change in your:

17.1. e-mail address;

17.2. telephone number;

17.3. mailing address; or

17.4. any other pertinent information;

and in the event of failure to supply such information, GLL shall be entitled and obliged to send all notices, statements, information and correspondence to You to the address maintained in our records for such purpose.

18. Intellectual Property

You will not acquire any title, ownership interest or intellectual property right in the Services.

19. Termination

19.1. GLL has the right to terminate this Agreement (and/or the availability of the Services) at any time without it being necessary to state any reason or explanation for such termination. GLL will ordinarily send You notice of any termination, but we are not required to do so unless applicable law requires such notice. Once GLL terminates this Agreement, no further or pending transactions will be made.

19.2. GLL may routinely terminate the Services (or any of them) (and/or the Agreement) in the event of your failure to utilize same within the first seven (7) days after activation or if the service has been inactive for a year.

19.3. This Agreement may be terminated by You by giving not less than seven (7) days' notice in writing to us without it being necessary to state any reason or explanation for such termination. However, any instructions from You will continue in effect until we have received your written notice of termination and have had a reasonable opportunity to act upon it. Once GLL has acted upon your notice, no further or pending transactions will be executed.

19.4. In the event of your failure to pay any fee on the due date, GLL shall be entitled at its discretion to suspend the provision of the Services to You until such fee is paid without prejudice to our right to terminate this Agreement pursuant to Clause 19.1 hereof.

19.5. You will remain liable to GLL for any and all transactions requested while your Policy is active and any and all claims arising from such transactions and from the Agreement in general.

20. Variations in Terms

20.1. GLL reserves the right, solely and in its discretion, to amend the terms and conditions applicable to the Services as set out in this Agreement and the fees payable hereunder at any time provided that it will endeavour, but shall not be obliged, to give to You at least seven (7) days prior notice of the effective date of each such variation unless this is not reasonably practicable under the then given circumstances. In the event of the variation resulting in increased fees or charges, You shall be entitled to discontinue further use of the Services by giving notice of termination pursuant to Clause 19 hereof.

20.2. In addition, amendments to this Agreement may be effected by GLL posting amended versions of this Agreement on the Online Portal and upon your utilizing the Services or any part thereof. After such posting, You shall be deemed to accept and agree to this Agreement with such amendments as may be included in such amended versions.

20.3. You may not amend the terms of this Agreement without the written consent of GLL.

21. Severance

If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.

22. Waiver

The failure by GLL to enforce at any time or for any period any one or more of the terms and conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of the Agreement.

23. Notices

23.1. Save as is otherwise expressly provided in this Agreement, any notice required to be given under this Agreement must be in writing and served by registered post or by hand delivery to the party concerned at:

23.1.1. its address as given in this Agreement or at any other address the party has notified in writing to the other party for the purpose; or

23.1.2. its registered office.

23.2. Any notice sent via registered post shall be deemed received by the addressee within seventy two (72) hours of posting and any notice hand delivered shall be deemed to be received by the addressee at the actual time of delivery.

24. Entire Agreement

24.1. This Agreement (including the Schedules hereto), is, save as provided in Clause 26.2, the complete and exclusive statement of the agreement between us with respect to the subject matter hereof.

24.2. In the event performance of the Services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future statute, regulation or policy then this Agreement shall, save and except where otherwise prescribed by GLL be deemed amended to the extent necessary to comply with any such statute, regulation or policy, and we, shall incur no liability to You as a result of such violation or amendment.

24.3. Nothing in this Agreement (or any of the arrangements contemplated hereby) shall be deemed to create a partnership between the parties.

25. Binding Agreement

This Agreement shall be binding upon and ensure to the benefit of the parties and their respective legal representatives, successors and assigns.

26. Governing Law

This Agreement is governed by and shall be construed in accordance with the laws of Jamaica. Each party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of Jamaica over any claim or matter arising under or in connection with this Agreement or the legal relationships established by this Agreement.

FIRST SCHEDULE

The Online Service is an electronic system which permits You by the use of your personal computer to do the following, namely:

(i) Pay premiums online to any Policy designated by You and which GLL may approve in its absolute discretion pursuant to this Agreement;

(ii) Request transactions;

(iii) Access policies, maintained at GLL by You (either on your life or on the life of another in order to view policy balances and transaction histories, and to obtain current, maturity dates (where applicable)

(iv) Communicating and giving Instructions to GLL via E-mail regarding matters detailed herein; and

(v) such other additional services as GLL may make available from time to time.

SECOND SCHEDULE

DEFINITIONS AND INTERPRETATION

1. Definitions

In this Agreement the following terms and expressions shall have the following meanings -

TERM

DEFINITION

Business Day

A day (other than a Saturday or Sunday or a public holiday) on which offices are open for business in Jamaica.

Corporate Customer

An entity incorporated under the laws of the relevant jurisdiction.

The Customer or You

The person that has a Policy at GLL and who has requested access to these online services and includes as applicable throughout the Agreement.

Cut-Off Time

The deadline established by GLL from time to time by which a Transaction can be scheduled or changes (including cancellation) can be made to a scheduled Transaction on the date the Transaction is to be initiated.

E-mail

An electronic mail transmissions over the Internet.

File

A group of entries complying with the requirements of the Rules.

GLL or us or we

Guardian Life Limited.

GLL's Website or the Website

www.guardiangroup.com or such other address as may exist for GLL's website from time to time.

Instruction(s)

All message(s) including requests for inquiry and Transactions, sent by use of Your Password/Access Code to GLL using the Services.

LAN

Local Area Network.

Online

Through the Internet by use of a personal computer or other screen based electronic device OR Connectivity to the internet by use of a personal computer or other screen based electronic device.

Online Services

The ability of customers to conduct the Services using the Online System.

Online System

The electronic system which permits the Services.

Password

The identification information needed to access the Services from time to time and includes (i) your User ID assigned by GLL, (ii) the Password selected by You.

Policy

Any of your contracts with GLL which may be accessed using the service.

Services

The online services offered by GLL from time to time and as described in the First Schedule.

2. Interpretation

2.1. The preamble and preliminary recitals set forth above are by this reference incorporated in and made a part of this Agreement.

2.2. Where applicable the terms used in this Agreement shall have the same meaning as that provided in the Rules.

2.3. Words importing one gender shall be construed as importing any other gender.

2.4. Words importing the singular shall be construed as importing the plural and vice versa.

2.5. Words importing persons may, as applicable, be construed as importing a corporate body and/or a partnership and vice versa.

2.6. Where any party comprises of more than one person the obligations and liabilities of that party under this Agreement shall be joint and several obligations and liabilities of those persons.