Online terms and conditions of use 

All of the information and content displayed on the Sites including, without limitation, text, graphics, photographs, images, moving images, sound, and illustrations ("Content"), is owned by Guardian, its licensors, agents, and/or Content providers. All Content on the Sites, without limitation, is protected worldwide by trade dress, copyright, moral rights, trademark and other applicable intellectual property laws.

Except as may be otherwise indicated on the Sites, Content is provided for informational purposes and you are authorized to view, play, print and download documents, audio and video found on our Sites for your personal or internal business purposes only. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Content for any commercial purpose without Guardian’s prior express written consent.

The Sites, the Content and all related rights shall remain the exclusive property of Guardian, its licensors, agents and/or Content providers, unless otherwise expressly agreed. You acknowledge that you do not acquire any proprietary rights by copying or downloading any Content that is copyrighted or protected by any other intellectual property right. You agree that you will not remove any copyright, trademark, or other proprietary notices from material found on the Sites.

GUARDIAN® and the GUARDIAN G® Logo are registered service marks of Guardian, and all other trademarks and service marks (“Marks”) on the Sites are proprietary trademarks and/or service marks of Guardian, its licensors, agents and/or Content providers unless otherwise indicated. No right, title or interest in any such marks is granted you in these Terms, and you are not authorized to reproduce or otherwise use any such Marks absent prior express written approval from Guardian, its licensors, agents and/or Content providers, as applicable, in each instance.

Guardian, itself the owner of valuable intellectual property, respects the intellectual property rights of others. Third party materials that we do not own or control may be transmitted, stored, accessed or otherwise made available using the Sites. Guardian has adopted a policy that provides for the removal of any content or the suspension of any user that is found to have repeatedly infringed on the copyright of a third party. If you believe that any material available via the Sites violates your copyright rights, you should notify us using the notice procedure for claimed infringement under the DMCA (17 USC Section 512). Please promptly notify Guardian’s agent: Logan Gould, litigation@glic.com or 212-919-8565. Please make you sure that you specifically identify the copyrighted work that you claim has been infringed by providing specific URL(s) and a precise description of where the copyrighted material is located on the page(s).

We may give notice to our users of any infringement notice by means of a general notice on any of our Sites, electronic mail to a user's e-mail address in our records, or by written communication sent to a user's last known physical address in our records. If you receive such an infringement notice, you may provide counter-notification in writing. Please be advised that if you submit a counter-notification, that notice along with your identifying information included in the notice will be provided to the party that submitted the original claim of infringement.

If you believe that content on the Sites violates other non-copyright intellectual property rights, including your trademark or publicity rights, please promptly notify Guardian by submitting the following information to the street or email address set forth below: the basis for your rights (including any trademark or other relevant registrations); a succinct description of the alleged violation and the nature of the rights violated; and the location (including URL or internet address) of the content that you believe to be infringing on the Sites.

By Mail: The Guardian Life Insurance Company of America

ATTN: Legal Department

10 Hudson Yards, FL-22

New York, NY 10001

(P) 212-919-8565

By Email: litigation@glic.com

You agree that you will not post material on the Sites, or otherwise use the Sites or Content in any manner, that could: (i) humiliate, threaten, defame, harass, or injure other people or their property rights, including, but not limited to, intellectual property rights; (ii) violate the privacy or publicity rights of other individuals or entities; (iii) be considered criminal conduct or give rise to civil liability; or (iv) otherwise violate any law or regulation or these Terms. You further understand and agree that posting unsolicited advertisements on the Sites is expressly prohibited by these Terms.

You agree that you will not use any robot, spider, scraper or other automated means to access the Sites for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the site or any activities conducted on the Sites; or (iii) bypass any measures we may use to prevent or restrict access to the Sites.

Any unauthorized use of our Sites or computer systems is a violation of these Terms. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to prevent or cure the violation, including without limitation, the immediate termination of your access to the Sites.

Guardian does not accept or consider creative ideas, suggestions, or materials other than those it has specifically requested. This policy is designed to avoid misunderstandings if projects developed by Guardian’s professional staff seem to others to be similar to their own creative work. Accordingly, Guardian requests that you not submit any creative ideas, suggestions, or materials except where specifically requested or solicited.

However, if you do send us any unsolicited suggestions, (i) you agree not to assert any ownership right of any kind in against Guardian (including, but not limited to copyright, trademark, unfair competition, moral rights, or implied contract), (ii) you hereby grant Guardian a nonexclusive, perpetual, worldwide license to use the unsolicited submission in every media and for every purpose now known or hereinafter discovered, and (iii) you waive the right to receive any financial or other consideration in connection with such unsolicited submission including, but not limited to, credit. You agree to release Guardian (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any claims, demands, or damages (actual and consequential) arising out of, or in any way connected with, your unsolicited submissions, including, without limitation, all claims for theft of ideas or copyright infringement.

Running or displaying the Sites or any Content displayed on the Sites in frames or through similar means on another site without our prior written permission is prohibited.

From time to time, the Sites may contain links to third-party websites that are not owned, operated or controlled by Guardian. All such links are provided solely as a convenience to you. We are not responsible for any content, materials or other information located on or accessible from any other websites. Nor do we endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from those websites. If you decide to access any other websites linked to or from the Sites, you do so entirely at your own risk.

Certain products and services offered by Guardian through the Sites may not be available in all areas of the United States (“U.S”), and you may not be eligible for all products and services. Guardian reserves the exclusive right to determine availability and eligibility for our products and services.

The Sites are directed to and are intended to be made available only to persons in the United States and are not intended for distribution to, or use by, any person in any other country or any jurisdiction where such distribution or use would be contrary to law or regulation or that would subject Guardian to any registration requirement within such jurisdiction or country. Persons who access the Sites do so on their own initiative and are responsible for compliance with applicable local laws and regulations. Software and other materials from Sites may be subject to export controls imposed by the United States and may not be downloaded or otherwise exported to any country or anyone prohibited by law. Guardian prohibits your downloading or exporting of software or other material from the Sites in violation of U.S. export laws and any applicable international or foreign laws, including the laws of your resident country. By downloading software or other material from the Sites, you represent and warrant that you are able to do so in full compliance with the laws of the United States and all applicable international and foreign laws, including the laws of your resident country.

Your use of the Sites is at your own risk. The Content, products and services provided on, through, or in connection with the Sites or otherwise provided by us are provided “as is” and for informational purposes only. To the fullest extent permitted by applicable law, we hereby disclaim all representations and warranties of any kind, either express or implied, with including, but not limited to, warranties of merchantability, fitness for a particular purpose, security, non-infringement of intellectual property, freedom from computer virus, or warranties arising from course of dealing or course of performance. We do not represent or warrant that the Sites or the Content will be uninterrupted or error-free, that defects will be corrected, or that the Sites are free of viruses or other harmful components.

We attempt to ensure that Content on the Sites is complete, accurate and current. Despite our efforts, Content may occasionally be inaccurate, incomplete or out of date. We make no representations or warranties regarding the completeness, accuracy, timeliness, or reliability of any Content, nor do we assume any duty to update such Content.

No advice or information, whether oral or written, obtained from Guardian or through our Sites, products or services will create any warranty not expressly made herein. The foregoing exclusions of warranties do not apply to the extent prohibited by applicable law.

The Sites are not a substitute for seeking financial advice concerning your specific circumstances from a qualified attorney, accountant, investment or other professional advisor. As a courtesy, Guardian makes efforts to ensure the accuracy of information provided, but the accuracy of information on the Site is not guaranteed and may be subject to change without notice, and revisions to material posted on the Site may not be made immediately following any such change. While the Site (i) may display language or features from an insurance policy/policies or a variable annuity contract/contracts; or (ii) may summarize certain features of an insurance policy/policies; or (iii) may provide information about advisory or brokerage accounts, nothing stated in the Site modifies, alters, or supplants the terms of any insurance policy or annuity contract, or any advisory or brokerage account statements or information, in any way, nor should such content be construed as such.

The Content contained on the Sites is not intended, in any manner, as an official brokerage or mutual fund statement, quarterly performance report or a record of policy values.

The Content is not to be used as an official books and records statement of Guardian or its affiliates. Any performance data quoted represents past performance and does not guarantee future results. The investment return and principal of an investment will fluctuate so that an investor's shares when redeemed may be worth more or less than the original cost. The values represented on the Site may not reflect the true original cost of your initial investment. You should not rely on this information for any financial decision making. You are encouraged to review and maintain the official source document(s) provided by the account or policy custodian(s). Those source documents may contain notices, disclosures and other important information and may also serve as a reference should questions arise regarding the accuracy of the information in this report. Always refer to these source documents for lending, legal or tax purposes.

Some Content of the Sites, including but not limited to Park Avenue Securities account data, exchange data, market data, news, and other information services, are provided by third parties as a convenience to you ("Third Party Content"). Third Party Content is outside Guardian's control. Neither Guardian nor the provider(s) of Third Party Content take responsibility for the suitability of the Third Party Content. The provision of Third Party Content is not an endorsement of the Third Party Content, any third party service, or its sponsoring organization.

REFERENCE TO A FUND OR SECURITY INCLUDED ANYWHERE ON OUR SITES IS NOT A RECOMMENDATION TO BUY, SELL, OR HOLD THAT, OR ANY OTHER SECURITY.

THE SITES AND THE CONTENT CONTAINED ON GUARDIAN'S SITES ARE PROVIDED "AS IS" AND AS AVAILABLE. GUARDIAN MAKES NO, AND TO THE FULLEST EXTENT PERMITTED BY LAW HEREBY DISCLAIMS ANY, WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE.**

**In jurisdictions that do not permit the exclusion of implied warranties, this exclusion may not apply.

WITHOUT LIMITING THE FOREGOING:

GUARDIAN DOES NOT GUARANTEE, AND DISCLAIMS ANY WARRANTY, THAT THE SITES WILL BE AVAILABLE AT ALL TIMES, WILL OPERATE WITHOUT INTERRUPTION OR ERROR, OR WILL BE FREE OF AND SECURE FROM VIRUSES, WORMS, “TROJAN HORSES”, HACKING, OR OTHER HARMFUL OR DESTRUCTIVE ELEMENTS CREATED BY OTHERS, OR FROM COOKIES PLACED BY GUARDIAN OR OTHERS. YOU UNDERSTAND THAT YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT; AND

GUARDIAN MAKES NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE SITES OR CONTENT, PRODUCTS OR SERVICES PROVIDED THROUGH THE SITES.

YOU AGREE TO BE SOLELY RESPONSIBLE FOR YOUR USE OF GUARDIAN'S SITES, WHICH IS AT YOUR OWN RISK, AND YOU ASSUME FULL RESPONSIBILITY FOR AND RISK OF LOSS RESULTING FROM YOUR USE. GUARDIAN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SITES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FOR PURPOSES OF THIS LIMITATION OF LIABILITY PROVISION, “GUARDIAN” REFERS TO THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, INCLUDING ITS PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS.

YOU WAIVE THE RIGHT TO ASSERT A CLAIM AGAINST GUARDIAN MORE THAN TWELVE (12) MONTHS AFTER THE FIRST EVENT OR FACT THAT GIVES RISE TO THE CLAIM.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, IN NO EVENT SHALL GUARDIAN BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES ARISING OR RESULTING FROM ANY INTERRUPTION IN OR DISRUPTION TO THE SITES OR CONTENT. IN NO EVENT SHALL GUARDIAN BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES), REGARDLESS OF THE LEGAL THEORY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND REGARDLESS OF WHETHER GUARDIAN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL GUARDIAN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE GREATER OF: (1) $2,500; OR (2) THREE (3) TIMES THE AGGREGATE AMOUNT PAID OR PAYABLE BY YOU TO GUARDIAN PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY IN THIS PARAGRAPH SHALL NOT APPLY TO INJURIES: (1) TO THE BODY OR PERSON; OR (2) CAUSED BY GUARDIAN’S WILLFUL, MALICIOUS, RECKLESS, OR GROSSLY NEGLIGENT ACTS OR OMISSIONS.

THESE LIMITATIONS OF LIABILITY SHALL SURVIVE THE TERMINATION OF THESE TERMS. BECAUSE THE LAW REGARDING LIMITATIONS OF LIABILITY VARIES BY STATE, THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

NOTICE TO NEW JERSEY CONSUMERS: THESE LIMITATIONS OF LIABILITY APPLY IN NEW JERSEY.

THESE LIMITATIONS SHALL APPLY WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED IN CONTRACT (INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE GROUNDS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITES IS TO STOP USING THE SITES.

IF THE FOREGOING DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY ARE HELD TO BE UNENFORCEABLE, YOU AGREE THAT GUARDIAN'S LIABILITY TO YOU, WHETHER IN TORT, CONTRACT OR OTHERWISE, FOR ALL CAUSES SHALL NOT EXCEED IN THE AGGREGATE $500.

You agree to defend, indemnify and hold Guardian, each of our parent companies, subsidiaries and affiliates and the successors of each of the foregoing, and the officers, directors, agents, and employees of each of the foregoing, harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) your use of the Sites or Content; (ii) your violation of any term or condition of these Terms, including without limitation, your breach of any of the representations and warranties; (iii) your violation of any third party rights, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any information or material that you provide to Guardian; or (vi) any other party’s access and use of the Sites with your unique username, password or other appropriate security code.

In the event that you have a dispute with another user or party related to the Sites or Content, you release Guardian (and our officers, directors, agents, subsidiaries, and employees) from all claims, demands, and damages (actual and consequential) arising out of or in any way connected with such disputes.

We may suspend or terminate your account or your access to the Sites at any time without notice, for any reason or for no reason. You understand that any termination of your account may involve the permanent deletion of your data. Guardian will not have any liability whatsoever to you for any suspension or termination, including for deletion of your data. The provisions of these Terms regarding Restrictions on Use of the Sites, Intellectual Property Rights and Ownership, Unsolicited Submissions, Warranty Disclaimer, Limitation of Liability, Indemnity and Release, Severability and Interpretation, and Governing Law shall survive any termination.

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms and all incorporated agreements may be assigned by Guardian in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. A printed version of these Terms will be admissible in judicial and administrative proceedings based upon or relating to these Terms to the same extent as other business documents originally generated and maintained in printed form.

Any claim arising out of or relating to these Terms or the use of the Sites and Content shall be governed by the laws of the United States and the State of New York, without regard to its choice of law provisions. You expressly agree to submit any disputes to the exclusive jurisdiction of the state and federal courts located in New York, New York.

The following paragraph applies to any version of the Sites that you acquire from the Apple App Store. These Terms constitute an agreement entered into between you and Guardian. Apple, Inc. (“Apple”) is not a party to these Terms and shall have no obligations with respect to the Sites. Guardian, not Apple, is solely responsible for any version of the Sites that you acquire from the Apple App Store and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to the version of the Sites you acquire from the Apple App Store as a third-party beneficiary of these Terms. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S Government list of prohibited or restricted parties. These Terms incorporate by reference the Licensed Application End User License Agreement published by Apple, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and these Terms, these Terms shall control.

a. Purpose. Any Dispute (as defined below in these Terms) involving you and Guardian shall be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section (the “Arbitration Provision”) shall be broadly interpreted.

b. Definitions. The term “Dispute” means any claim or controversy related to the Sites, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these Terms or any prior agreement; (3) claims that arise after the expiration or termination of these Terms; and (4) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class. As used in this Arbitration Provision, "Guardian" means Guardian Life and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “you” means you and any users or beneficiaries of your access to the Sites. Notwithstanding the foregoing, Disputes relating to the scope, validity, or enforceability of this arbitration provision will not be subject to arbitration.

c. Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision, either party may elect to bring an individual action in small claims court if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.

d. Right to Opt Out. IF YOU DO NOT WISH TO ARBITRATE DISPUTES YOU MAY DECLINE TO HAVE YOUR DISPUTES WITH GUARDIAN ARBITRATED BY NOTIFYING GUARDIAN IN WRITING WITHIN 30 DAYS OF THE LATER OF YOUR FIRST ACCESS TO OR USE OF THE SITES, BY MAIL TO GUARDIAN, ATTN; PRIVACY OFFICE, LAW AND COMPLIANCE DEPARTMENT, 10 HUDSON YARDS, NEW YORK, NY 10001. YOUR WRITTEN NOTIFICATION TO GUARDIAN MUST INCLUDE YOUR NAME, ADDRESS AND TELEPHONE NUMBER AS WELL AS A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH GUARDIAN THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH GUARDIAN OR PRODUCTS AND SERVICES PROVIDED BY GUARDIAN.

e. Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with the American Arbitration Association (“AAA”) by visiting its website (www.adr.org) or calling its toll free number (1-800-778-7879). You may deliver any required or desired notice to Guardian by mail to Guardian Life, Attn: Privacy Office, Law and Compliance Department, 10 Hudson Yards, New York, NY 10001.

f. Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by AAA pursuant to its Consumer Arbitration Rules (the “AAA Rules”) as modified by the version of this Arbitration Provision that is in effect when you notify Guardian about your Dispute. You can obtain the AAA Rules from the AAA by visiting its website (www.adr.org) or calling its toll-free number (1-800-778-7879). If there is a conflict between this Arbitration Provision and the rest of these Terms, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the AAA rules, this Arbitration Provision shall govern. If the AAA will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the AAA Consumer Arbitration Rules. A single arbitrator will resolve the Dispute. Unless you and Guardian agree otherwise, any arbitration hearing will take place at a location convenient to you in the area where you receive or received any of the Sites from Guardian; or, if you reside in a location outside of the area where you receive or received any of the Sites, then the arbitration hearing will take place at a location convenient to you in the county where you reside. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

g. Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THIS WAIVER OF CLASS ACTIONS AND COLLECTIVE RELIEF IS AN ESSENTIAL PART OF THIS ARBITRATION PROVISION AND CANNOT BE SEVERED FROM IT. THE REMAINING PORTIONS OF THIS ARBITRATION PROVISION ARE NOT ESSENTIAL PARTS OF THIS ARBITRATION PROVISION AND CAN BE SEVERED FROM IT BY A COURT OF COMPETENT JURISDICTION.

h. Arbitration Fees and Costs. If your claim seeks more than $75,000 in the aggregate, the payment of the AAA’s fees and costs will be governed by the AAA rules. If your claims seek less than $75,000 in the aggregate, the payment of the AAA’s fees and costs will be Guardian’s responsibility. However, if the arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the AAA’s fees and costs shall be governed by the AAA Rules and you shall reimburse Guardian for all fees and costs that were your obligation to pay under the AAA Rules. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor. Notwithstanding anything in this Arbitration Provision to the contrary, Guardian will pay all fees and costs that it is required by law to pay.

i. Continuation. This Arbitration Provision will survive the termination or expiration of these Terms.

The Terms constitute the whole legal agreement between you and Guardian and govern your use of the Sites, and completely replace any prior agreements between you and Guardian in relation to the Sites. No modification or attempted modification of these Terms by you shall be binding on Guardian unless made in writing and physically signed by an authorized representative of Guardian.

WHETHER IN COURT OR IN ARBITRATION, YOU AND WE AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY.

Upon termination of these Terms for any reason, Guardian and its third party service providers reserve the right to delete all your data, files, electronic messages, or other information that is stored on Guardian’s or its third party service providers’ servers or systems. Guardian shall have no responsibility whatsoever for the loss of any such data.

You agree that Guardian may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Sites.

You agree that if Guardian does not exercise or enforce any contractual or legal right or remedy to which it is entitled, this will not be taken to be a formal waiver of Guardian’s rights and that those rights or remedies will still be available to Guardian.

You acknowledge and agree that each member of the group of companies of which Guardian is the parent shall be third-party beneficiaries to the Terms and that these other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than these entities, and the entities described in the Apple Disclaimer above, no other person or entity shall be third-party beneficiaries to the Terms.

Guardian is not providing specific insurance, tax or investment advice to any individual viewing the Content of the Sites. The Content on the Sites is not intended and should not be construed as legal or tax advice.

The Content provided does not constitute a solicitation of an offer to buy or an offer to sell financial or insurance products.

For information that is specific to your situation, consult with your attorney or tax advisor. The material provided on the Sites, including the blogs, is intended to potentially assist you in planning for your future and insurance planning. Guardian is not responsible for the consequences of any decisions or actions taken in reliance upon or as a result of the Content made available on the Sites.

All rights not granted herein are expressly reserved to The Guardian Life Insurance Company of America.

The following additional terms shall apply when services provided under the Agreement will require the Guardian to integrate the Products and the Enrollment Platform using Partner APIs or Partner to integrate with Guardian’s APIs:

Capitalized terms used but not defined in this Exhibit will have the meanings ascribed to such terms in the Agreement.

1. "API" means an application program interface, which interface exposes certain features, inputs, or outputs of a program available to external applications.
2. “API Provider” means the party providing an API for use or access by the other party.
3. “API Consumer” means the party using or accessing the API of the other party.
4. “Client” means a mutual client of both Guardian and Partner that is using the Product(s).
5. “Client Data” means all Client data in Partner’s or Guardian’s systems or products that is accessed by Guardian using an API.
6. "End User" means any Client or any personnel of a Client who are intended users of the Products.
7. "Intellectual Property Rights" means patents, copyrights, trademark rights, and analogous rights in works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, including applications and registrations for the foregoing, trade secret rights, and all other intellectual property or proprietary rights (whether registered or not) and arising under the laws of any jurisdiction.

API Consumer will integrate its products or services only through documented APIs built and made expressly available by API Provider, including without limitation APIs for user management, provisioning, upgrade, downgrade, import, data exchange, and other features. API Consumer will properly implement the APIs in accordance with the API Provider policies, including without limitation, any applicable user interface guidelines. API Provider reserves the right at any time, in its sole discretion, to create new APIs, deprecate APIs and modify APIs. API Consumer shall accommodate any modifications made by API Provider to the APIs. API Consumer shall maintain the integration as needed for each Client and its End Users to utilize the products and/or services and to interoperate with API Provider’s products and services as directed by Clients. Developer credentials provided by API Provider will be kept confidential. API Consumer shall enforce access control and restrict product and/or service access to explicitly assigned current End Users.

API Provider shall provide API Consumer with access to its APIs and/or web services, solely for use by API Consumer’s employees (and consultants who are bound by terms which are at least as protective of Intellectual Property Rights, Confidential Information and Client Data as set forth in this Agreement) and only to the extent necessary to (i) develop, maintain and support the integration or interaction between the Enrollment Platform and the products and/or services, and (ii) become knowledgeable about APIs and/or web services in order to assist mutual customers in connection with the transactions contemplated by this Agreement. API Consumer shall be responsible for its employees' and consultants' use of the APIs and web services and compliance with this Agreement. Each Party will (x) have sole responsibility for the accuracy, quality, legality, reliability, and appropriateness of its data or information, (y) use commercially reasonable efforts to prevent unauthorized access to, or use of, the other Party's products or services (including, without limitation, such APIs or web services) by its employees or other persons under the reasonable control of such Party, and will promptly notify the other Party of any such unauthorized access or use of which it becomes aware, and (z) comply with all applicable local, state, federal and foreign laws in using the APIs and/or web services.

API Consumer agrees that it will not: (i) use any robot, spider or other automated process to scrape, crawl or index APIs or API Provider systems; or perform any benchmarking with respect thereto; (ii) make or distribute copies of APIs, in whole or in part, or modify, adapt, decompile, reverse engineer, disassemble or create derivative works of APIs; (iii) alter or remove any copyright, trademark or other proprietary notices appearing on or in APIs; (iv) take any action that may impose an unreasonable or disproportionately large load on the API Provider systems, knowingly interfere with or disrupt the integrity or performance of API Provider systems or the data contained therein, or circumvent or attempt to circumvent any technical or other limitations imposed by API Provider to limit use of the APIs; (v) perform any penetration or vulnerability testing with respect to API Provider systems; (vi) hide or mask the identity of systems or devices accessing the APIs; (vii) introduce any virus, adware, spyware, back door, time bomb, drop dead device, worm, defect, Trojan horse, malware or any other malicious code, or any content or file of a destructive nature into any API Provider system; (viii) use the APIs to obtain information about Clients other than for the purpose of or providing services to Clients; or (ix) use the APIs to send or store infringing, obscene, threatening, libelous, defamatory, or otherwise unlawful or tortuous material, including material that is harmful to children or violates third-party proprietary or other rights.

1. Security Reviews. API User agrees that it will permit API Provider to conduct such security reviews (including application vulnerability assessments) as it deems reasonably necessary related to API User’s integration with the APIs and will fully cooperate with API Provider in connection with such reviews. API User shall promptly remediate any and all deficiencies identified as a result of any application vulnerability assessment performed by API Provider and shall be responsible for the costs thereof.
2. Safeguards. API User shall implement and maintain administrative, physical and technical safeguards (“Safeguards”) designed to prevent any unauthorized access, collection, use or disclosure of Client Data, and that meet or exceed the standards of industry practice. Such Safeguards must include: (a) adequate physical security of all premises in which Client Data will be processed, maintained and/or stored; (b) reasonable precautions taken with respect to the employment of and access given to API User’s employees, including background checks and security clearances that assign specific access privileges to individuals; and (c) an appropriate information security program, including encryption of any Client Data that is collected, processed, transmitted, stored, accessed, or maintained by API User, its personnel or its subcontractors on API User’s systems. Such information security program shall include, without limitation, (i) vulnerability management (patching, scanning, monitoring, etc.), (ii) incident response and threat management; (iii) appropriate access controls and data integrity controls, including without limitation, ensuring that (A) authentication credentials have an expiration period that allows time for the transfer of data, but are not continuously left open; (B) password complexity standards are implemented to protect Client Data from malicious access; and (C) a process is implemented to log individual access to Client Data; (iv) periodic testing and auditing of all controls; and (v) appropriate corrective action and incident response plans.
3. Audits. At least annually, API User shall have an independent third party perform testing to confirm that API User has implemented and maintains the controls, safeguards, information security program and other requirements described in Section 5(b). API Consumer shall provide API Provider with the results of each such audit within five (5) days of completion of the audit, including (i) the effectiveness of the controls tested, (i) whether the audit revealed any material vulnerability in the hardware or software API User uses for Client Data; and (ii) if so, the nature of each vulnerability discovered. If the audit reveals one or more material vulnerabilities or control deficiencies, API Consumer shall promptly correct each such vulnerability and deficiency at its sole cost and expense and certify in writing to API Provider that it has corrected or remediated all such vulnerabilities.
4. Incident Notification. If API Consumer becomes aware of a security incident, compromise or breach (as defined in any applicable law) or any unauthorized use, loss or destruction of Client Data that compromises the security, confidentiality or integrity of Client Data or API Provider’s confidential information (an “Incident”), API Consumer will take appropriate actions to contain and mitigate the Incident, including notifying API Provider immediately but in any event within twenty-four (24) hours of the Incident. At API Provider’s request, API Consumer will reasonably cooperate with API Provider to investigate the nature and scope of any Incident occurring within API Consumer’s systems used in connection with Client Data and keep API Provider abreast of containment and remediation efforts.
5. Emergency Contact. API Consumer will designate an emergency contact or contacts and provide the contact information to API Provider upon execution of the Agreement. In the event of an actual or potential Incident caused by API Consumer or a third party engaged by API Consumer, API Provider shall contact the designated emergency contact(s).

Access to Client Data is available to API Consumer only by implementing the APIs. Each Client shall in its sole discretion determine whether and to what extent to provide API Consumer with access to Client Data. API Consumer shall access, use, transfer and disclose Client Data solely to the extent expressly agreed to by the applicable Client(and which consent shall generally be limited to purposes relating to the products and/or services, and not be designed to allow API Consumer to commercially exploit or profit from the use, sale or transfer of such Client Data); provided, however, that API Consumer shall not, with respect to Client Data (even if otherwise permitted by Client consent), (i) use Client Data to create a service that directly competes with API Provider, or (ii) send excessive emails or any email, telephone call or text messages in violation of any law.

API Consumer shall retain exclusive right, title and interest in and to its products and services (including any modifications or enhancements made thereto), and any and all Intellectual Property Rights in any of the foregoing. API Provider shall retain exclusive right, title and interest in and to the APIs (including any modifications or enhancements made thereto), and any and all Intellectual Property Rights related thereto. API Provider hereby grants to API Consumer permission during the term to access and use the APIs and related documentation to the extent made available by API Provider, solely for the purpose of integrating the products and/or services. All rights not granted are expressly reserved. Except as expressly stated herein, nothing in this Agreement shall confer to either Party any license or right of ownership in material owned by the other Party, whether by implication, estoppel, or otherwise.

API User hereby represents and warrants that:

1. API User is the creator and owner of, or has the necessary licenses, rights, consents, and permissions to grant and authorize API Provider, the Clients and End Users to access and use, the products and/or services in the manner contemplated by this Agreement and any product and/or service terms;
2. The products and/or services and API Provider's and the Clients, and End Users' interaction with, access to, and use of, such products and/or services, as permitted or contemplated hereunder do not and will not: (i) infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right; or (ii) violate any law or governmental rule or regulation, including without limitation any laws related to the collection, storage, processing, use, and disclosure of personal information or any export control or anti-terrorism or anti-money laundering laws.

In addition to any rights to suspend or terminate set forth in Section VIII of this Agreement, API Provider may suspend or terminate API Consumer’s license to use any or all of the Client Data and APIs and to disable API access to API Provider’s API service gateway and end points if (i) API Consumer violates any provision of this Agreement and fails to cure such five (5) days after receiving notice, if such violation is curable, (ii) immediately if API Provider determines that API User’s access and use of the API is prohibited by applicable law or for any regulatory reason, (iii) immediately if there is an unusual spike or increase in API Consumer’s use of the API that API Provider reasonably believes is the result of fraud or negatively impacts the operation of the APIs, API Provider systems or API Provider services.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER API Provider NOR API Consumer MAKES ANY EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS OR WARRANTIES, AND API Provider AND PARTNER EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND API PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES THAT ANY PARTICULAR RESULTS WILL BE DERIVED FROM THE USE OF THE APIs. API PROVIDER PROVIDES THE APIS “AS IS”.

IN NO EVENT SHALL API PROVIDER BE LIABLE TO API CONSUMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF THE USE OF THE APIs, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT SUCH PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMANGES. IN NO EVENT WILL API PROVIDER’S TOTAL AGGREGATE LIABILITY TO PARTNER IN RESPECT OF PARTNER’S USE OF THE APIs EXCEED $1000.

1. API User shall indemnify, defend and hold harmless API Provider and its affiliates, and their respective directors, officers, shareholders, agents and employees from and against any and all suits, actions, damages, costs, losses, expenses (including reasonable outside attorneys' fees) and other liabilities arising from or in connection with (i) any third party claim that any product violates or infringes any Intellectual Property Right of a third party, invades or infringes any right of privacy, or right of publicity, or is slanderous, defamatory, or libelous of any third party, or otherwise violates or infringes any other right of any person or entity, or (ii) any breach of API User’s obligations under Section 4 hereof.
2. API Provider shall indemnify, defend and hold harmless API User and its affiliates, and their respective directors, officers, shareholders, agents and employees from and against any and all suits, actions, damages, costs, losses, expenses (including reasonable outside attorneys' fees) and other liabilities arising from or in connection with any third party claim that any API violates or infringes any Intellectual Property Right of a third party.

Subject to compliance with the terms hereof, nothing herein will impair either Party’s right to develop, acquire, license, market, promote or distribute any products, software or technologies, including those that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies of the other Party may develop, produce, market, sell or distribute.