IMPORTANT! READ CAREFULLY BEFORE INSTALLING THIS SOFTWARE

BY INSTALLING OR USING THIS SOFTWARE, YOU (“LICENSEE”) ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT INSTALLING OR USING THE SOFTWARE.

As the Licensee, I understand and agree to the following:

• This Agreement is entered between Transamerica Life Insurance Company (“Transamerica”) and the Licensee.

• The Software is subject to terms contained within this Agreement. For purposes of this Agreement, the term Transamerica includes Transamerica Life Insurance Company and all of its affiliated and subsidiary companies. Transamerica may at any time revise this Agreement by updating the software. If there is a material change to this Agreement, you will be asked to re-acknowledge this Agreement before you can again use the Software.

• By using the Software, I am consenting to the terms of this Agreement. My acknowledgement of my acceptance below will also serve as my electronic signature consenting to the terms and conditions of this Agreement.

1. License Granted
Transamerica hereby grants, and Licensee hereby accepts, a nonexclusive and nontransferable license to use a copy of the Software until this Agreement is terminated as provided for herein, For purposes of this Agreement, the term “use” includes using any documentation files accompanying the Software ("Documentation") on a personal computer to support up to three simultaneous users, and to make one (1) backup copy of the Software, provided that (i) the Software is installed on no more than thee (3) personal computers; (ii) the Software may NOT be modified; (iii) all copyright notices are maintained on the Software; and (iv) you and all parties using the Software agree to be bound by the terms of this Agreement. Licensee will utilize the Software for the sole purpose of marketing and selling Transamerica’s insurance products.

2. Software Provided ”AS IS"
Transamerica provides the Software to Licensee "as is". Transamerica makes no warranties or representations that the Software is free of errors or defects, or that it adequately performs the functions it is intended to perform. Licensee shall test the Software to insure its acceptability for Licensee's purpose prior to putting the Software in productive use. If Licensee is unsatisfied with the Software, Licensee shall uninstall the Software from its personal computer(s) immediately. Transamerica is under no obligation to update or correct defects or errors in the Software. If Transamerica does provide Licensee with updates or corrections to the Software, the terms and conditions of this Agreement shall apply.

THE SOFTWARE IS PROVIDED "AS IS" AND TRANSAMERICA MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE THAT THE SOFTWARE IS FREE OF ERRORS OR DEFECTS, OR THAT IT ADEQUATELY PERFORMS THE FUNCTIONS IT IS INTENDED TO PERFORM. IN NO EVENT SHALL TRANSAMERICA BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCURRED BY LICENSEE.

3. Property Rights And Restrictions On Use
Licensee recognizes that the Software, and updates or corrections, if any, are the property of Transamerica, and all rights thereto are owned by Transamerica. Licensee also acknowledges that such is a trade secret of Transamerica, are valuable and confidential to Transamerica, and that its use and disclosure must be carefully and continuously controlled. Title to the Software, and updates and corrections, if any, shall at all times remain with Transamerica. Licensee shall keep the Software, and updates and corrections, if any, free and clear of any claims, liens and encumbrances attributable to the use or possession of the Software by Licensee. Any act of Licensee, whether voluntarily or involuntarily, purporting to create a claim or encumbrance shall be void.

The Software and Documentation contain material that is protected by Copyright Law and trade secret law and international treaty provisions. All rights not granted to you herein are reserved to Transamerica. You may not remove any proprietary notice of Transamerica from any copy of the Software or Documentation.

The Software is for the sole use of Licensee and shall be used only for the purpose set forth in this Agreement. Licensee shall treat the Software, and updates and corrections, if any, as confidential and proprietary, and shall protect it in the same manner that it protects the confidentiality of its own information. While this Agreement is in effect, or while Licensee has custody and possession of the Software, Licensee will not:

a. Copy or duplicate, or permit anyone else to copy or duplicate any of the Software except as specifically authorized by this Agreement;
b. Provide or make available the Software to any person or entity other than employees of Licensee who have a need to know consistent with Licensee's use thereof under this Agreement and who agree to comply with the restrictions on use and duplication contained herein; or
c. Create or attempt to create, or permit others to create or attempt to create, by disassembling, reverse engineering or otherwise, the source program or any part thereof from the object program or other information made available to Licensee pursuant to this Agreement.

Licensee agrees to notify Transamerica immediately if it obtains information as to any unauthorized possession, use or disclosure of the Software by any person or entity, and further agrees to fully cooperate with Transamerica in protecting Transamerica's proprietary rights in the Software.

4. Access to The Software
To access the Software or some of the resources it has to offer, the Licensee may be asked to provide certain registration details or other information. It is a condition of use of the Software that all the information the Licensee provides on the Software will be correct, current, and complete. If Transamerica believes the information provided is not correct, current, or complete, it retains the right to deny access to the Software or any of its resources, and to terminate or suspend the Licensee’s access to or use of the Software at any time.

5. Use of the Software
The Licensee agrees that s/he will only generate and distribute illustrations in those jurisdictions where the Licensee is permitted to do so by local law in accordance Transamerica's solicitation guidelines. Licensee understands and agrees that s/he is personally responsible for any failure to comply with local law and/or follow Transamerica's solicitation guidelines when generating illustrations from the Software.

6. Term.
This Agreement shall continue until:

a. Licensee, its officers, agents, or employees, breach any provision of this Agreement, and such breach is not cured within ten (10) days of receipt of Transamerica's written notice describing such breach;
b. Licensee, its successor or permitted assigns make an assignment of its assets for the benefit of creditors, consent to the appointment of a trustee, custodian or receiver, or be declared insolvent or bankrupt; or if a trustee, custodian or receiver is appointed for Licensee without its consent and is not discharged within sixty (60) days of such appointment; or if bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings are instituted by or against Licensee and are not dismissed within sixty (60) days or commencement thereof;
c. Upon Licensee ceasing to be authorized to market or sell Transamerica’s insurance products;
d. Upon Licensee being acquired by a third party or surviving any merger; or
e. With ten (10) days written notice of termination by either party.

In the event of termination of this Agreement pursuant to any of the above, Transamerica shall have the right to take immediate possession of the Software without demand or notice. Within five (5) days of termination, Licensee will uninstall the Software from its personal computer(s), and certify in writing all copies have been uninstalled, if any. Termination of this Agreement shall not relieve Licensee of its obligations pursuant to Sections 3 and 7 thereof.

7. Indemnity; Limitation of Liability
The Licensee will indemnify and hold Transamerica, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the "Indemnified Parties") harmless from any breach of this Agreement, including any use of the Software other than as expressly authorized in this Agreement. The Licensee agrees that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and agrees to indemnify the Indemnified Parties against any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees in connection therewith. The Licensee will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of the Licensee’s use of the Software in a manner inconsistent with the terms of this Agreement, contrary to local law and/or contrary to Transamerica’s solicitation guidelines.

8. Monitoring, Logging and Data Mining.
Transamerica shall have the right, but not the obligation, to monitor the use of the Software to determine compliance with this Agreement and any operating rules established by Transamerica, to authenticate Licensee’s right to access Software, and to satisfy any law, regulation or authorized government request. When use of the Software entails use of Transamerica websites, servers, processors or networks, Transamerica shall have the unrestricted right, but not the obligation, to log web addresses and/or mine other information and/or data relating to use of the Software (a) to provide better support, services and/or products to users of its products and services, (b) to verify compliance with the terms of this Agreement, (c) for use by Transamerica for statistical or other analysis of the collective characteristics and behavior of its users, (d) to backup user and other data or information and/or provide remote support and/or restoration, (e) to provide or undertake: engineering analysis; failure analysis; warranty analysis; energy analysis; predictive analysis; service analysis; product usage analysis; and/or other desirable analysis, including histories or trending of any of the foregoing, and (f) to otherwise understand and respond to the needs of the users of Transamerica’s products and services. Such mining may entail the use of “cookies,” “IP addresses,” or other numeric codes or tracking mechanisms to identify a computer. Licensee can set Licensee’s browser to refuse all cookies or to indicate when a cookie is being sent. Licensees who do not accept cookies may be unable to fully avail themselves of all of the Software’s features, and may have to reenter certain repetitive data each time that data is needed.

9. Miscellaneous
This Agreement will be governed and interpreted pursuant to the laws of the State of Iowa, notwithstanding any principles of conflicts of law. The Licensee specifically consents to personal jurisdiction in the country of Linn, in the state of Iowa, in connection with any dispute between the Licensee and Transamerica arising out of this Agreement or pertaining to use of the Software. The parties to this Agreement each agree that the exclusive venue for any dispute between the parties arising out of this Agreement or pertaining to the subject matter of this Agreement and/or the Licensee’s use of the Software will be in the courts in Linn County, Iowa. If any part of this Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. This Agreement constitutes the entire agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions for the use of the Software will govern the items to which they pertain... This Agreement constitutes the entire agreement between Transamerica with respect to my use of the Software. Any cause of action the Licensee may have with respect to use of the Software must commence within one (1) year after the claim or cause of action arises.

@ 2013 Transamerica Corporation. All rights reserved.