Welcome to MerlinLife, Inc.'s Legal Section. This "Online Life Insurance Consultation Master Service Agreement" ("MSA") becomes effective upon your agreement via checkbox, between MerlinLife, Inc., a corporation organized under Alabama laws, United States of America ("Consultant"), and the individual or entity utilizing the services on MerlinLife's website ("Client"). MerlinLife, Inc., as a licensed life settlement broker and life insurance producer in Alabama, offers online educational consultations to policyholders about expiring life insurance policies. MerlinLife, Inc. provides consultations including general policy reviews, lapse prevention strategies, and advice on selling or transferring life insurance policies, without recommending specific providers or buyers. MerlinLife, Inc. adheres to regulatory compliance under the Alabama Life Settlement Act, offering necessary disclosures, privacy protections, client consent forms, and transparent documentation of its compensation structure. Upon mutual consent, MerlinLife, Inc., may transition from a consultant to a broker for Alabama residents. By agreeing to the terms and conditions in this "MSA", you commit to the provisions stated herein.
1. Acceptance Of Terms And Formation Of Agreement
By accessing and using the online consultation services provided via MerlinLife's Website, the Client acknowledges and agrees to be bound by the terms and conditions set forth in this MSA. This Agreement will be deemed effective on the date the Client first accesses the services ('Effective Date'). The Party identified as 'Consultant' herein refers to MerlinLife, Inc., and 'Client' refers to the individual or entity utilizing the online consultation services.
By accessing the Website, the Client consents to the formation of a legally binding agreement between the Client and the Consultant under the terms stated in this Master Service Agreement. Any use of the services provided through the Website will constitute acceptance of these terms and conditions, signifying that the Client has read, understood, and agreed to comply with all provisions of this MSA.
2. Description Of Services
The Services provided by MerlinLife, Inc. under this Agreement encompass online educational consultations tailored for life insurance policyholders. The scope of these Services includes:
a. General policy reviews: Offering a comprehensive assessment of the Client's current life insurance policy, clarifying its terms, benefits, and potential gaps.
b. Lapse prevention strategies: Advising on proactive steps to ensure that life insurance policies remain active and do not lapse due to non-payment or other common issues.
c. Advice on selling or transferring policies: Educating Clients on the processes and considerations involved in selling or transferring their life insurance policies, including the benefits and potential drawbacks of such actions.
The Services explicitly exclude recommending specific providers, buyers, or financial advice. Services are strictly for educational purposes and aim to empower the Client with knowledge to make informed decisions regarding their life insurance policies. The limitations of the Services provided ensure compliance with applicable regulations, including but not limited to the Alabama Life Settlement Act.
3. Client Acknowledgments And Obligations
Client acknowledges and agrees to the following obligations and representations while utilizing MerlinLife, Inc.'s Services:
a. Client must provide accurate, complete, and updated information as requested by MerlinLife, Inc., ensuring the integrity and reliability of the Services.
b. Client is responsible for maintaining the confidentiality of their login credentials and any personal information shared during consultations, preventing unauthorized access to MerlinLife, Inc.'s website.
c. Client agrees to actively participate in consultations and provide necessary documents, responses, and cooperation to enable MerlinLife, Inc. to deliver its Services effectively.
d. Client represents that they have the legal authority to engage in consultations regarding their life insurance policy and adhere to all applicable laws and regulations related to the usage of the Services.
e. Client understands that MerlinLife, Inc. may require consent and authorization for specific actions or transactions, which must be provided promptly to facilitate the consulting process.
f. Client agrees to notify MerlinLife, Inc. immediately if they suspect any security breaches or unauthorized activities related to their account or the Services.
g. Client acknowledges that they are solely responsible for any decisions made based on the consultations provided by MerlinLife, Inc., and they agree to hold MerlinLife, Inc. harmless from any liability arising out of those decisions.
h. Client commits to reviewing and understanding all materials, disclosures, and documentation provided by MerlinLife, Inc. before making any decisions or taking any actions related to their life insurance policy.
4. Consultation Fee And Payment Terms
The Client agrees to pay MerlinLife, Inc. (Consultant) the Consultation Fee for the provision of online life insurance consultation services. The Consultation Fee shall be determined based on the nature and scope of the services provided, as detailed in the Description of Services section. Payment of the Consultation Fee will be required in accordance with the following terms:
a. The Consultation Fee will be clearly communicated to the Client prior to the commencement of any services.
b. Payment of the Consultation Fee must be made within seven (7) days of the invoice date, unless otherwise agreed upon in writing by both parties.
c. MerlinLife, Inc. will provide invoices electronically to the email address specified by the Client during the registration process.
d. Accepted payment methods include credit card, debit card, electronic funds transfer, or any other method agreed upon between the Client and Consultant.
e. If the Consultation Fee is not paid within the stipulated time, the Consultant reserves the right to suspend or terminate the consultation services until full payment is received.
f. MerlinLife, Inc. affirms that it receives no third-party compensation for the consultation services provided to the Client, ensuring unbiased and impartial advice.
g. The Client shall bear any additional costs incurred due to payment processing fees or currency conversion charges, if applicable.
5. Compliance With Law And Regulatory Disclosures
MerlinLife, Inc. (the "Consultant") is committed to full compliance with the Alabama Life Settlement Act and any other applicable state and federal regulations related to life insurance settlements and consultations. The Consultant shall adhere to the following compliance protocols:
a. The Consultant will provide all mandatory regulatory disclosures and forms to the Client, ensuring that the Client is fully informed about the nature of the services, potential brokers, and any associated risks.
b. In accordance with the Alabama Life Settlement Act, the Consultant shall maintain transparency regarding compensation arrangements, business practices, and any affiliations that could potentially impact the impartiality of the consultation services.
c. The Consultant commits to documenting and maintaining records of all disclosures and consents provided by the Client in a secure and confidential manner, as outlined in Section 7: Confidentiality and Privacy.
d. In the event of transitioning to Brokering Services for clients residing in Alabama, the Consultant shall obtain explicit written consent from the Client and comply with all specific disclosure requirements as stipulated in Exhibit C: Consent to Transition to Brokering (Template).
e. The Consultant shall consistently monitor and update its compliance practices in response to any changes in relevant laws and regulations to ensure ongoing adherence.
6. No Legal, Tax, Or Financial Advice
The Consultant expressly disclaims any intention to provide legal, tax, or financial advice as part of the Services. The educational consultations offered by the Consultant are designed to address general policy reviews and lapse prevention strategies, as well as advice on selling or transferring life insurance policies. However, these consultations should not be construed as professional advice in legal, tax, or financial matters. Clients are encouraged to seek advice from qualified professionals in these fields for specific legal, tax, or financial issues. The Consultant shall not be liable for any decisions made by the Client based on the consultations provided.
7. Confidentiality And Privacy
MerlinLife, Inc. understands the importance of protecting the privacy and confidentiality of the Client's personal information. In the course of providing online life insurance consultation services, MerlinLife, Inc. will receive and collect sensitive personal data from the Client, referred to as 'Confidential Information'. Confidential Information includes, but is not limited to, the Client's identifiable information such as name, address, contact details, financial details, insurance policy information, and any other data provided during the consultation services.
MerlinLife, Inc. hereby agrees to maintain the confidentiality of such information and to ensure that it is used solely for the purposes of providing services to the Client as outlined in this Agreement. MerlinLife, Inc. will take all reasonable measures to protect the Confidential Information against unauthorized access, use, disclosure, or destruction.
MerlinLife, Inc. will not disclose, distribute, or disseminate the Client's Confidential Information to any third parties without prior written consent from the Client, except as may be required by law or as necessary to provide the services specified in this Agreement. However, MerlinLife, Inc. may share Confidential Information with its employees, agents, and subcontractors who require access to such information in order to perform their duties related to the services provided under this Agreement, provided that they are bound by similar confidentiality obligations.
The Client acknowledges and agrees that, as part of receiving consultation services, their information will be subject to MerlinLife, Inc.'s Privacy Policy, which is accessible on MerlinLife's website. This Privacy Policy outlines MerlinLife, Inc.'s practices regarding the collection, use, and safeguarding of personal data. By entering into this Agreement, the Client consents to the terms outlined in the Privacy Policy, and this Agreement should be read in conjunction with the Privacy Policy.
MerlinLife, Inc. shall promptly inform the Client of any breach of Confidential Information and cooperate fully with the Client to mitigate any potential damage arising from such breach.
The Client's rights regarding the protection and privacy of their Confidential Information will remain in effect even after termination of this Agreement.
8. Transition To Brokering Services
The parties acknowledge that the Consultant, MerlinLife, Inc., may transition to brokering services ("Transition to Brokering") for clients residing in Alabama, upon mutual consent. The following conditions and procedures shall apply for such a transition:
a. Conditions for Transition:
i. Mutual Consent: The Client and Consultant must both agree in writing to the Transition to Brokering.
ii. Eligibility: The Client must be a resident of Alabama and meet all legal requirements for engaging in brokering services under applicable law.
iii. Regulatory Compliance: All actions taken during the transition must comply with the Alabama Life Settlement Act and any other relevant regulations.
b. Procedures for Transition:
i. Documentation: The Client will receive a detailed confirmation of the transition, including the scope of brokering services and any changes in terms.
ii. Required Consents: The Client must sign a "Consent to Transition to Brokering" form, as provided in Exhibit C, affirming their understanding and agreement to the transition and any associated changes.
iii. Disclosure: Full disclosures regarding potential conflicts of interest and compensation structure must be provided to the Client, ensuring transparency and informed consent.
iv. Notification: Both parties shall record the transition in their respective documentation and notify relevant authorities or regulatory bodies as required.
c. Effect of Transition:
i. Service Scope: Upon transition, MerlinLife, Inc. will provide brokering services to facilitate the sale or transfer of life insurance policies, ensuring adherence to Client's best interests.
ii. Termination of Consultation Services: Any existing consultation services under this MSA that are inconsistent with the brokering services may be terminated or modified, as necessary, with appropriate notice to the Client.
iii. Continuity of Obligations: All confidentiality and privacy obligations under this MSA shall continue to apply during and after the transition to brokering services.
This section is intended to ensure a clear and documented transition process, maintaining regulatory compliance and retaining the Client's informed consent throughout.
9. Compensation And Conflict Of Interest
Consultant's sole compensation for services under this MSA shall be derived exclusively from the Client, based on the agreed Consultation Fee, unless the Client consents to engage the Consultant in Brokering Services. If Brokering Services are provided, the Consultant may receive additional compensation from third parties involved in the transaction. Consultant shall provide full disclosure of any such compensation to the Client prior to the initiation of Brokering Services.
a. Consultant agrees not to receive any incentive, commission, or fee from any life insurance provider or buyer during the consultation phase unless a transition to Brokering Services is explicitly consented to by the Client.
b. In the event of potential conflicts of interest, Consultant shall promptly disclose any actual or perceived conflict to the Client and take all necessary actions to mitigate such conflicts, including providing recommendations transparently and objectively.
c. Consultant shall maintain the utmost integrity and prioritize the best interests of the Client, ensuring that all decisions and recommendations during consultation are free from external influences or biases.
d. Consultant shall document all disclosures and communications regarding compensation and conflicts of interest in a clear and accessible manner.
10. Intellectual Property
a. Ownership: All materials, including but not limited to text, graphics, logos, images, and software, provided by the Consultant through the Website as part of the Services (collectively the "Materials") are the exclusive property of the Consultant.
b. License: The Consultant hereby grants the Client a limited, non-transferable, non-sublicensable, revocable license to access and use the Materials solely for the duration and purposes of the Services. This license does not transfer any ownership rights to the Client.
c. Restrictions: The Client shall not copy, modify, distribute, reverse engineer, decompile, disassemble, publish, transmit, create derivative works from, or sell any of the Materials without the prior written consent of the Consultant.
d. Termination of License: Upon termination or expiration of this Agreement, the Client's license to access and use the Materials automatically terminates, and the Client must cease all use of the Materials.
e. Intellectual Property Protection: The Client agrees to notify the Consultant promptly of any unauthorized use of the Materials or any other breach of intellectual property rights of which the Client becomes aware. The Consultant reserves the right to take any legal action to protect its intellectual property rights.
11. Limitation Of Liability And Indemnification
To the maximum extent permitted by applicable law, Consultant shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) Client's use or inability to use the Services; (b) any conduct or content of any third party on or related to the use of the Services; (c) any content obtained from the Services; or (d) unauthorized access, use, or alteration of Client's transmissions or content.
In no event shall Consultant's total liability to Client for all claims arising under or in connection with this MSA exceed the fees paid by Client to Consultant for the Services in the twelve (12) months preceding the event giving rise to the liability.
Client agrees to indemnify, defend, and hold harmless Consultant, its affiliates, officers, agents, and employees from and against any and all claims, liabilities, damages, losses, and expenses, including, but not limited to, reasonable legal and accounting fees, arising out of or in any way connected with Client's use of the Services, Client's violation of this MSA, or Client's violation of any rights of a third party.
12. Term And Termination
This Agreement shall commence on the June 12th, 2025 and continue until terminated by either party as provided herein.
a. Either party may terminate this Agreement for convenience upon thirty (30) days prior written notice to the other party. Termination shall be effective on the date specified in the notice.
b. The Consultant may terminate this Agreement immediately, upon written notice, if the Client breaches any material obligation of this Agreement.
c. The Client may terminate this Agreement immediately, upon written notice, if the Consultant fails to provide the Services in accordance with this Agreement or breaches any material obligation of this Agreement.
d. Upon termination of this Agreement for any reason, Client shall pay Consultant for all Services performed up to the date of termination and any outstanding fees due.
e. Upon termination, both parties shall return or destroy any confidential information provided by the other party, consistent with the confidentiality obligations of this Agreement.
13. Dispute Resolution And Governing Law
Any dispute, controversy, or claim arising out of or relating to this MSA, or the breach, termination, or validity thereof, shall be settled in the courts of the state of Alabama, United States of America. The Client hereby irrevocably submits to the jurisdiction of such courts in any such dispute, controversy, or claim.
At the sole discretion of the Consultant, any dispute may alternatively be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. In the event of arbitration, the arbitrator shall have the authority to award any legal or equitable remedy that a court could grant, and the decision of the arbitrator shall be final and binding on the parties. The seat of arbitration shall be in Alabama, and the arbitration proceedings shall be conducted in English.
This Agreement shall be governed by and construed in accordance with the laws of the state of Alabama, United States of America, without regard to its conflict of laws provisions. The parties expressly agree that the Alabama Life Settlement Act will govern all regulatory disclosures, privacy, consent forms, and documentation of compensation structures as outlined in this MSA.
14. Notices, Electronic Communications, And Consent
All notices, requests, demands, and other communications between the Client and Consultant shall be provided electronically. The Client consents to receive electronic communications and agrees that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirements that such communications be in writing.
Notifications shall be sent via email to the email address registered with the Consultant or through any secure messaging systems available on MerlinLife's Website. It is the Client's responsibility to ensure that their contact information is current and that they have regular and uninterrupted internet access.
The Client agrees to regularly check their email and the Website for updates, notices, or communications from the Consultant. The Consultant assumes no liability for the Client's failure to receive electronic communications where such failure is due to incorrect or outdated contact information, lack of internet access, or any issues related to the Client's email service provider.
15. Miscellaneous
a. Entire Agreement: This MSA represents the complete and entire agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous understandings, agreements, representations, or warranties, both written and oral, regarding such subject matter.
b. Amendments: No amendment, modification, or supplement to this MSA shall be valid unless it is in writing and signed by both parties.
c. Severability: If any provision of this MSA is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, provided that the invalidity, illegality, or unenforceability does not undermine the overall intent of the agreement.
d. Assignment: The Client may not assign or transfer any of their rights or obligations under this MSA without the prior written consent of MerlinLife, Inc. MerlinLife, Inc. may assign or transfer its rights and obligations under this MSA without the Client's consent.
e. Waiver: The failure of either party to enforce any provision of this MSA shall not be construed as a waiver of that provision or of any other provision and shall not prevent that party from enforcing each provision in the future.
f. Force Majeure: Neither party will be liable for any failure or delay in performance of its obligations under the MSA due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, governmental regulations, or any other similar events.
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Exhibit A: Sample Regulatory Disclosures Under Alabama Life Settlement Act
This exhibit outlines the sample regulatory disclosures required for Alabama residents under the Alabama Life Settlement Act, ensuring compliance with state regulations. These disclosures include specific information that must be communicated to clients residing in Alabama who seek consultations regarding life settlements and life insurance policies. As per the Alabama Life Settlement Act, the following sample disclosures are provided:
1. A life settlement broker is defined under Alabama law, and the role of MerlinLife, Inc., must be clearly communicated to the client.
2. Clients must be informed of all applicable fees, compensation structures, and potential conflicts of interest related to the services provided by MerlinLife, Inc.
3. Clients must receive detailed information about the process of selling or transferring a life insurance policy, including a clear explanation of the risks and benefits involved.
4. Clients must be made aware of their rights to privacy and how their personal and financial information will be protected and used in accordance with Alabama state regulations.
5. It is mandatory to disclose any relationships MerlinLife, Inc. may have with life insurance companies, buyers, or other entities that could influence the advice provided to the client.
6. Clients must be informed about the transition process from consultation to brokering services, including any additional disclosures and consents required.
7. Any additional disclosures required by the Alabama Life Settlement Act must be provided to ensure full transparency and compliance.
Note: These sample disclosures are illustrative and must be tailored to meet specific regulatory requirements and circumstances pertaining to each individual client consultation.
Exhibit B: Privacy Policy
MerlinLife values the privacy of its clients and is committed to protecting personal and sensitive information in accordance with applicable privacy laws and regulations. This section outlines MerlinLife's privacy policy as applicable to all consultations provided under this MSA. By accessing MerlinLife's services, the Client agrees to the collection, use, and disclosure of personal information in accordance with the following principles:
B.1. Information Collection: MerlinLife collects information that is necessary for the provision of its services, including but not limited to personal identifying information, policy details, consultation history, and communication records. Such information is collected through various means including online forms, email, and direct communication with the Client.
B.2. Information Use: The collected information is used for the purpose of delivering consultation services, maintaining communication, processing transactions, and improving service quality. MerlinLife may also use the information to comply with legal obligations and regulatory requirements.
B.3. Information Sharing: MerlinLife shall not share, sell, or disclose Clients' information to third parties without explicit consent, except as required by law or to fulfill the purposes for which it was collected. Third-party service providers engaged by MerlinLife to assist in service delivery are bound by confidentiality obligations.
B.4. Security Measures: MerlinLife implements appropriate technical and organizational measures to protect Clients' personal information against unauthorized access, use, alteration, and disclosure. This includes the use of secure technology and practices.
B.5. Client Rights: Clients have the right to access, correct, or delete their personal information held by MerlinLife and may request such action by contacting MerlinLife at [email protected].
B.6. Policy Updates: MerlinLife reserves the right to update or amend this privacy policy from time to time to reflect changes in laws or service practices. Clients will be notified of any significant changes through the website or other means of communication.
Exhibit C: Consent To Transition To Brokering (Template)
This Consent to Transition to Brokering template is designed to obtain the explicit consent from the Client for MerlinLife, Inc. to transition from providing consultation services to brokering services, upon mutual agreement. The template includes the following elements:
a. Client Information: Name, Contact Details.
b. Acknowledgment of Consultation Services Provided: Description and confirmation of consultation services previously rendered.
c. Explanation of Brokering Role: Detailed explanation of the role of MerlinLife as a licensed life settlement broker.
d. Consent Declaration: Statement by the Client acknowledging understanding and accepting the transition from consultation to brokering.
e. Terms and Conditions: Any specific terms and conditions applicable to brokering services.
f. Signature and Date: Fields for Client and Consultant signatures, along with the date of consent.