Last Revised: October 20, 2023
This Agreement is entered into by and between InsuranceAgents.ai, which operates as InsuranceAgents.ai ("InsuranceAgents.ai," "we," "us," or "our"), the owner and operator of an Insurance Comparison Marketplace ("InsuranceAgents.ai Sites" or "InsuranceAgents.ai Platform"), and you, the Company seeking to utilize InsuranceAgents.ai ("Insurance Agent," “Agent,” "You," or "Insurance Company"). In consideration of the reciprocal promises and conditions outlined in this Agreement, the parties hereby consent to the following:
ARBITRATION NOTICE: THESE TERMS INCLUDE AN ARBITRATION CLAUSE. UNLESS OTHERWISE STATED IN THAT ARBITRATION CLAUSE, INSURANCE AGENT AND INSURANCEAGENTS.AI AGREE THAT ANY DISPUTES BETWEEN THEM WILL BE RESOLVED THROUGH MANDATORY BINDING ARBITRATION. BOTH Insurance Agent AND INSURANCEAGENTS.AI WAIVE THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. Acceptance of Terms
By accessing or using the provided software and services, or by signing, e-signing, changing your password, or confirming your information you indicate your agreement to these Terms and consent to be legally bound by this InsuranceAgents.ai Terms of Service ("Agreement"). If you do not agree to the Terms and Conditions presented in this Agreement, refrain from accessing or using the software or services as you are not authorized to do so.
The Terms of this Agreement may be modified by InsuranceAgents.ai at its discretion, with or without prior notice. Insurance Agent acknowledges that it is their responsibility to periodically review this Agreement for any alterations. Insurance Agent’s continued use of the InsuranceAgents.ai Platform will signify their acceptance of the applicable terms outlined in this Agreement, including any future modifications.
2. Responsibilities Regarding Services.
a) Leads. InsuranceAgents.ai will sell leads from consumers who submit their information seeking insurance quotes through our online quote request forms and embedded technology (referred to as "Leads") to the Insurance Agent through the InsuranceAgents.ai Platform, in accordance with this Agreement. These Leads and any accompanying information, such as personal and contact details, collectively referred to as "Consumer Information," shall be treated as follows:
b) Utilization of Lead Data. Provided that Insurance Agent fulfills its payment obligations regarding Leads as stipulated in this Agreement, Insurance Agent shall possess complete rights to use the Lead data for any purpose consistent with this Agreement and applicable laws. However, if Insurance Agent rejects a Lead or fails to fulfill their payment obligations for a Lead, they shall have no rights to any data provided by InsuranceAgents.ai or collected from the user in relation to that Lead, including ping data.
c) Minimum Volume. InsuranceAgents.ai does not guarantee a specific minimum quantity of Leads to be provided.
d) Ownership of Leads. All Leads will remain the exclusive property of InsuranceAgents.ai. However, Insurance Agent is granted a limited, revocable, nonexclusive license to use each Lead as allowed herein, within a ninety (90)-day period from the delivery date.
e) No Use of InsuranceAgents.ai or Third-Party Marks. Insurance Agent is strictly prohibited from using InsuranceAgents.ai's name, trademarks, service marks, or other intellectual property in any form or manner without prior written consent from InsuranceAgents.ai. Additionally, Insurance Agent must not employ any registered intellectual property of any third party in their advertising under this Agreement without obtaining permission and/or a license from an authorized representative of that third party.
3. Compliance with Laws.
a) General Compliance with Laws. Each party agrees to adhere to all applicable laws governing their respective business activities and fulfill all obligations outlined in this Agreement.
b) Insurance Agent’s Legal Obligations. Insurance Agent commits to complying with federal, state, and local laws, regulations, and industry best practices relevant to its business and the execution of this Agreement. This includes all laws and regulations related to the sale and offering of insurance products, as well as any licensing requirements ("Applicable Insurance Agent Laws").
c) Compliance with the Telephone Consumer Protection Act ("TCPA").
d) Privacy Laws. Both parties are obligated to comply with all relevant privacy laws, including but not limited to the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §§ 6801 et seq.), the California Consumer Privacy Act, and other applicable federal and state laws and regulations concerning consumer privacy and the security of Consumer Information.
e) Advertiser is prohibited from making any outbound telephone calls containing prerecorded messages (commonly known as “robocalls”) to any Customer who is the subject of a Lead provided by InsuranceAgents.ai. The transfer of any Lead or Call provided by InsuranceAgents.ai to another individual or entity is prohibited unless the recipient consents in writing to these same limitations concerning robocalls and transfers.
4. User Conduct.
a) Insurance Agent Responsibilities.
b) Accurate Information. All information provided by Insurance Agent must be truthful, accurate, current, and complete. Insurance Agent is responsible for periodically updating the information on file with InsuranceAgents.ai to ensure its accuracy.
c) Call Monitoring and Recording. Insurance Agent acknowledges that all calls to or from InsuranceAgents.ai, including Call Transfers, may be monitored, or recorded for review and analysis purposes. Insurance Agent consents to such recording and agrees to obtain consent from its agents, employees, contractors, and any other individuals who may be recorded on any call to or from InsuranceAgents.ai. The Insurance Agent also agrees that each user or anyone else authorized by the Insurance Agent to use the Insurance Agent's account on our platform has given their consent for such monitoring or recording. Call recordings may be stored and analyzed by InsuranceAgents.ai for an indefinite period of time.
5. Payment Terms.
a) The Insurance Agent agrees to pay for all Leads provided to its account. Payment should be made in advance by selecting a prepayment/deposit amount to be charged on the Insurance Agent’s credit card. To activate the account, a one-time, non-refundable deposit is required, as determined by the company. When the Insurance Agent’s remaining balance reaches $50 or less, payment will be automatically drawn from the Insurance Agent’s credit card or other established prepayment method, as specified in the InsuranceAgents.ai portal. By accepting these terms, the Insurance Agent authorizes the company to charge the credit card on file for all fees incurred. If the Insurance Agent’s card is not successfully charged or there is a charge-back, the company is authorized to charge a $25 fee for every bad transaction. If the amount to be charged equals or exceeds the original prepayment/deposit, the Insurance Agent’s account may be suspended, and reserved geographic areas may be forfeited at the company's sole discretion. The account may be reactivated when a new deposit has been successfully charged, at the company's sole discretion.
b) If the company terminates the agreement or service to the Insurance Agent, any outstanding balance owed to the company is due and payable within 15 days from termination. A $50 per day collection fee will be charged to the Insurance Agent’s account for each day the account is past due or in collections status. The Insurance Agent is responsible for reimbursing the company for all expenses incurred in collecting past-due accounts, including attorney's fees, court costs, and other reasonable expenses, within 5 days of the company's request.
c) The Insurance Agent is responsible for all taxes, fees, and other charges that may be assessed in connection with payment of fees to the company.
d) An inactivity fee will be charged by the company for accounts with a positive balance and no activity in the last 90 days until the balance reaches zero.
6. Confidential Information.
a) Definition of Confidential Information: Throughout the duration of this Agreement, the Insurance Agent may have access to specific non-public information belonging to InsuranceAgents.ai, which is identified as "confidential" or "proprietary" by InsuranceAgents.ai. This information may include pricing, customer-related details, financial information, sales or marketing information, or any other information that a reasonable person would consider confidential ("Confidential Information"). However, Confidential Information does not include information that is generally known and available to the public or information that becomes public through no fault of the Insurance Agent. Confidential Information encompasses Consumer Information and the Agreement itself.
b) Protection of Consumer Information and Confidential Information: The Insurance Agent agrees to the following: (a) not to disclose any Confidential Information to third parties, (b) not to utilize any Confidential Information for purposes other than those permitted under this Agreement, and (c) to maintain the confidentiality of the Confidential Information using a level of care no less than what the Insurance Agent applies to protect its own confidential information, in compliance with all applicable laws and regulations. If the Insurance Agent is legally obligated to disclose any Confidential Information, it will provide InsuranceAgents.ai with a written notice at least five (5) business days in advance of such disclosure (to the extent legally permitted), and it will offer any assistance requested by InsuranceAgents.ai to contest or limit the disclosure. The Insurance Agent acknowledges and agrees that breaches of its obligations under this Section 6 may cause irreparable harm to InsuranceAgents.ai or third parties, considering the unique nature of both Customer Information and Confidential Information. Therefore, the Insurance Agent agrees that, apart from any other remedies available to InsuranceAgents.ai, InsuranceAgents.ai is entitled to seek injunctive or other equitable relief to safeguard Consumer Information and Confidential Information.
7. Lead Delivery.
a) Delivery Methods: Leads will be considered delivered to the Insurance Agent once they are loaded into the InsuranceAgents.ai. For Call Delivery: calls will be considered delivered when they are connected to the Insurance Agent’s dedicated transfer number during the business hours specified in the Agent’s portal. Calls may only be answered by Insurance Agent, or agent’s employees acting on Insurance Agent’s behalf, and may not be transferred to any other person or entity.. InsuranceAgents.ai is not responsible for any delivery problems related to third-party lead management or agency management software. Additionally, InsuranceAgents.ai shall not be held liable for any malfunction, inaccuracies, or other issues with email or other notifications regarding the loading of Leads into the InsuranceAgents.ai platform.
b) Responsibility for Delivery: InsuranceAgents.ai is not accountable or liable for Leads that are not delivered to the Insurance Agent’s Account or any alternate system, regardless of the reason (including downtime of such alternate system). No credits or refunds will be issued for Leads that are placed in the Insurance Agent’s Account but not received by the Insurance Agent through any requested alternate delivery method. If the Insurance Agent requests InsuranceAgents.ai to deliver Leads to their CRM database or similar system, the Insurance Agent represents, warrants, and guarantees to InsuranceAgents.ai that they have all the necessary rights, licenses, and permissions to grant InsuranceAgents.ai access to such database or system for the sole purpose of delivering Leads to the Insurance Agent’s Account, including sharing any relevant passwords or account keys.
c) Volume Monitoring: The Insurance Agent agrees to be responsible for continuously monitoring its Lead volume. InsuranceAgents.ai reserves the right to increase or decrease the Lead volume at any time at its sole discretion, without any obligation to inform the Insurance Agent of such volume modifications. InsuranceAgents.ai may choose to communicate such modifications through its customer service department or the InsuranceAgents.ai User Interface website, but it is not required to do so.
8. Representations and Warranties of the Insurance Agent
The Insurance Agent provides the following assurances and guarantees to InsuranceAgents.ai:
a) Authority: The Insurance Agent has the necessary power to execute, deliver, and fulfill this Agreement. All required corporate, limited liability, or other actions have been duly authorized, and the Insurance Agent’s actions do not violate any provisions in its governing documents.
b) Binding Agreement: The Insurance Agent has validly executed and delivered this Agreement, and it constitutes a legally binding obligation enforceable in accordance with its terms.
c) Litigation: There are no ongoing or threatened legal actions, suits, or proceedings against the Insurance Agent arising from agreements or arrangements similar to this Agreement. This includes any court, administrative agency, or other forums.
d) Judgments: Unless previously disclosed in writing to InsuranceAgents.ai, there are no judgments, settlements, consent orders, assurances of voluntary compliance, or other agreements with governmental entities that would affect or relate to the services outlined in this Agreement.
e) Compliance with the Law: The Insurance Agent acknowledges its sole responsibility and liability for understanding and complying with all applicable laws, regulations, guidelines, and ordinances at the federal, state, local, national, foreign, and industry levels. These laws include those relating to consumer information, fair business practices, privacy, and data protection. The Insurance Agent agrees not to use or process any Lead information or personal data in a manner that would violate InsuranceAgents.ai's obligations under applicable laws and policies.
The Insurance Agent will implement and maintain appropriate technical, administrative, physical, and organizational measures, controls, and safeguards required by law. These measures aim to ensure the confidentiality, security, and proper handling of personal information. The Insurance Agent will also respond to data subjects' requests regarding their rights under applicable laws, including access, rectification, erasure, restriction of processing, data portability, objection to processing, opting out of sale or sharing, limiting the use or disclosure of sensitive personal information, and avoiding automated decision-making.
The Insurance Agent will cooperate with InsuranceAgents.ai in handling consumer rights requests related to Leads and personal information provided by InsuranceAgents.ai. InsuranceAgents.ai will determine the validity of such requests and provide instructions to the Insurance Agent on the necessary actions. Additionally, the Insurance Agent will assist in communicating these requests to other recipients of the consumer's information and ensure their cooperation in addressing the consumer's request.
9. Term.
a) Termination: The Insurance Agent is required to provide written notice to InsuranceAgents.ai to terminate this Agreement, following InsuranceAgents.ai's reasonable established practice for receiving and processing such termination notice, which should not exceed 15 business days. In the event of termination, any remaining balance in the Insurance Agent’s account is non-refundable. However, the Insurance Agent may utilize the remaining balance towards other products offered by InsuranceAgents.ai. InsuranceAgents.ai reserves the right to terminate this Agreement at its discretion, with or without prior notice. In case of termination by InsuranceAgents.ai, any credit balance from the pre-payment or deposit will be promptly applied and credited to the Insurance Agent, subject to InsuranceAgents.ai's right to offset any outstanding amounts owed to them.
b) Temporary Pausing: The Insurance Agent has the option to request a temporary pause in the delivery of services to the Insurance Agent’s center for a maximum period of fourteen (14) days. The Insurance Agent is responsible for payment of any leads in their account prior to receiving confirmation from InsuranceAgents.ai that the traffic has been paused. After the fourteen-day period, the Insurance Agent’s account will automatically resume and the Insurance Agent will be responsible for any traffic generated thereafter.
10. Billing Disputes.
a) In the event that the Insurance Agent disputes the accuracy of a billing, they must notify InsuranceAgents.ai within five (5) days of receiving the bill ("Dispute Period"). Failure to dispute within the Dispute Period will deem the bill as accurate, and the Insurance Agent will be obligated to pay it. By not disputing within the Dispute Period, the Insurance Agent waives any claims regarding the accuracy and applicability of the billing, and they may not raise any further disputes concerning that particular bill. InsuranceAgents.ai will review the dispute within a reasonable timeframe and provide a response at their sole and absolute discretion. During the dispute process, both parties will continue their business activities as usual.
b) Throughout and following the dispute, the Insurance Agent agrees to maintain strict confidentiality regarding all communications related to the dispute. Discussions or disclosures about the dispute or any associated grievances should be limited to internal communications between designated employees of InsuranceAgents.ai and the Insurance Agent. The Insurance Agent agrees not to distribute, post, or publish any details or opinions regarding the dispute or their views on InsuranceAgents.ai as a result of the dispute to third parties, including but not limited to third-party review sites or news outlets. Failure to comply with this section of the agreement will be considered a material breach. The Insurance Agent also agrees to reimburse InsuranceAgents.ai for any direct or indirect costs incurred as a result of such breach, including but not limited to direct, special, and consequential damages.
11. Scope of Use.
a) Access and Use of InsuranceAgents.ai Sites: In accordance with the terms and conditions of this Agreement, including the payment of applicable fees, InsuranceAgents.ai grants the User a limited, revocable, non-exclusive, royalty-free license to remotely access and use the InsuranceAgents.ai Sites solely for the User's internal business purposes related to the referral services provided by InsuranceAgents.ai under this Agreement. This license is valid only during the term of the Agreement and is subject to all the terms and conditions stated herein. The User is prohibited from assigning, transferring, or sublicensing the granted license without prior written consent from InsuranceAgents.ai. The User shall not use any trademark, trade name, or any other indicator of InsuranceAgents.ai without the express written permission of InsuranceAgents.ai. InsuranceAgents.ai reserves the right to limit, suspend, or revoke access to the InsuranceAgents.ai Sites at its sole discretion. b) Limitation on Use of Information: The Insurance Agent is not permitted to develop or create, for commercial sale, any data that incorporates information obtained from the InsuranceAgents.ai without the prior written consent of InsuranceAgents.ai. The use of the site for commercial purposes is only allowed after registration and payment of applicable fees, subject to the limitations outlined in this Agreement. The Insurance Agent may not modify, copy, distribute, download, display, publish, license, create derivative works, transfer, or sell any information obtained from the InsuranceAgents.ai , except as explicitly defined in this Agreement.
b) Limitation on Use of Information: The Insurance Agent is not permitted to develop or create, for commercial sale, any data that incorporates information obtained from the InsuranceAgents.ai without the prior written consent of InsuranceAgents.ai. The use of the site for commercial purposes is only allowed after registration and payment of applicable fees, subject to the limitations outlined in this Agreement. The Insurance Agent may not modify, copy, distribute, download, display, publish, license, create derivative works, transfer, or sell any information obtained from the InsuranceAgents.ai , except as explicitly defined in this Agreement.
c) Ownership of InsuranceAgents.ai Sites: The Insurance Agent acknowledges that InsuranceAgents.ai exclusively owns all rights, title, and interest in the InsuranceAgents.ai Sites, including the content, code, information, data, and other materials contained therein (referred to as "Website Materials"). This ownership includes all copyright, trademark, trade name, service mark, patent, trade secret, database, and other intellectual property and proprietary rights inherent in or related to the Website Materials, as well as the design and organization of such materials.
12. Disclaimer of Warranties.
INSURANCE AGENT ACKNOWLEDGES AND AGREES THAT INSURANCEAGENTS.AI’S SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY WHATSOEVER AND THAT INSURANCE AGENT’S USE OF THE SERVICES IS AT ITS OWN RISK. NEITHER INSURANCEAGENTS.AI NOR ITS AFFILIATES, LICENSORS OR SUPPLIERS MAKE, AND INSURANCE AGENT DOES NOT RECEIVE, ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE. INSURANCEAGENTS.AI AND ITS AFFILIATES, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT. INSURANCEAGENTS.AI IS NOT INVOLVED IN THE ACTUAL TRANSACTIONS BETWEEN INSURANCE AGENTS AND LEADS. AS A RESULT, INSURANCEAGENTS.AI HAS NO CONTROL OVER THE QUALITY, SAFETY OR LEGALITY OF APPLICATION DATA SUBMITTED BY LEADS OR THE TRUTH OR ACCURACY THEREOF. BECAUSE IDENTITY AUTHENTICATION ON THE INTERNET IS DIFFICULT, INSURANCEAGENTS.AI CANNOT AND DOES NOT CONFIRM THAT LEADS ARE WHO THEY CLAIM TO BE.
13. Limitation of Liability.
IN NO EVENT SHALL INSURANCEAGENTS.AI.COM, ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, AGENTS, CONTRACTORS OR EMPLOYEES BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST REVENUE, LOST PROFITS OR ANTICIPATED BUSINESS (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT, THE SUBJECT MATTER HEREOF OR THE INSURANCEAGENTS.AI.COM SITES OR SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM INFORMATION PROVIDED BY, TO OR THROUGH INSURANCEAGENTS.AI.COM, OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, TORT (INCLUDING NEGLIGENCE), CONTRACT (INCLUDING BREACH) OR OTHERWISE. THE AGGREGATE LIABILITY OF INSURANCEAGENTS.AI.COM, ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, AGENTS, CONTRACTORSAND EMPLOYEES, FOR ANY OTHER DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SUBJECT MATTER HEREOF, OR THE INSURANCEAGENTS.AI.COM SITES OR SERVICES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY SHALL NOT EXCEED THE AMOUNTS RECEIVED BY INSURANCEAGENTS.AI.COM FROM USER PURSUANT TO THIS AGREEMENT DURING THE CALENDAR QUARTER DURING WHICH SUCH CLAIM(S) ACCRUED.
14. Indemnification.
a) Indemnification by Insurance Agent: Insurance Agent agrees to indemnify, defend, and hold harmless the InsuranceAgents.ai Parties from any and all damages, including reasonable attorneys' fees, litigation expenses, and costs (collectively referred to as "Damages"), incurred by any InsuranceAgents.ai Party due to the following: (i) claims by Leads arising from disputes between the Lead and Insurance Agent; (ii) Insurance Agent’s use or misuse of a InsuranceAgents.ai Site; (iii) Insurance Agent’s performance of its obligations under this Agreement; (iv) Insurance Agent’s breach or alleged breach of this Agreement, including any inaccurate representation or warranty made by Insurance Agent; or (v) Insurance Agent’s violation or alleged violation of applicable laws governing Insurance Agents.
b) Indemnification Process:
15. Notice.
All written notices, requests, consents, claims, demands, waivers, and other communications related to this Agreement shall be considered effective as follows: (a) when delivered by hand with written confirmation of receipt, (b) when received by the addressee if sent by a nationally recognized overnight courier with receipt requested, (c) on the date sent by facsimile or email of a PDF document with confirmation of transmission during the recipient's normal business hours, or on the next business day if sent after normal business hours, or (d) on the third day after the date mailed by certified or registered mail with return receipt requested and postage prepaid. Such communications must be sent to InsuranceAgents.ai at the address provided above and to the User at the address specified on the signature page of this Agreement (or at any other address specified by a party through notice in accordance with this Section 16).
16. Further Assurances.
Each party involved in this Agreement agrees to execute and deliver any additional documents, instruments, conveyances, and assurances, and take any further actions that may be reasonably necessary to fulfill the provisions of this Agreement and give effect to the intended transactions.
17. Cooperation.
The parties shall cooperate and promptly address any accounting discrepancies, technology issues, integration problems, or other concerns that may arise under this Agreement.
18. Relationship of the Parties.
The parties acknowledge that they are independent contractors, and this Agreement does not create any other relationship between them, including but not limited to partnership, joint venture, franchise, sales representative, or employment relationship, or the relationship between a principal and User.
19. Headings.
The headings used in this Agreement are for reference purposes only and do not affect the interpretation of the Agreement.
20. Severability.
If any term or provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, it will not affect the validity, legality, or enforceability of any other term or provision of this Agreement, nor will it invalidate or render unenforceable such term or provision in any other jurisdiction.
21. Entire Agreement.
This Agreement, along with any Insertion Order and the Terms of Use, Privacy Policy, and Return Policy found on the InsuranceAgents.ai Sites, which are incorporated by reference, constitute the complete and exclusive agreement between the parties regarding the subject matter contained herein. They supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, relating to such subject matter.
22. Amendment and Modifications.
Unless otherwise specified, any amendment, modification, or supplement to this Agreement requires a written agreement signed by both parties.
23. Waiver.
No waiver of any provision of this Agreement by any party shall be effective unless explicitly stated in writing and signed by the waiving party. The failure of any party to waive a specific failure, breach, or default, whether similar or different in nature, and whether occurring before or after the waiver, shall not operate or be construed as a waiver of any other rights or remedies. Furthermore, the failure to exercise or delay in exercising any right, remedy, power, or privilege under this Agreement shall not constitute a waiver of such right, remedy, power, or privilege. Any single or partial exercise of a right, remedy, power, or privilege shall not preclude any further exercise thereof or the exercise of any other right, remedy, power, or privilege.
24. Assignment.
User may not assign its rights or delegate its obligations under this Agreement without obtaining the prior written consent of InsuranceAgents.ai.
25. Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
26. No Third-Party Beneficiaries.
This Agreement is intended solely for the benefit of the parties hereto, their respective successors, and permitted assigns. No other person or entity shall have any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement, whether express or implied.
27. Audits.
InsuranceAgents.ai and/or a designated third-party may conduct audits of Insurance Agent’s compliance with this Agreement. Insurance Agent agrees to fully cooperate with such audits, including providing requested documents and making personnel available for interviews. Insurance Agent shall reimburse InsuranceAgents.ai for reasonable audit expenses, including fees or costs associated with third-party auditors, if the audit reveals a material breach of this Agreement by Insurance Agent.
28. Choice of Law.
All matters arising from or related to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Ohio, without giving effect to any choice or conflict of law provisions or rules that would result in the application of laws of any jurisdiction other than those of the State of Ohio.
29. Dispute Resolution.
a) Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement or the products provided under it, including breach, termination, or validity, shall be finally settled through arbitration on an individual basis. However, disputes involving equitable relief for alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents are exempt from mandatory arbitration. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless otherwise modified herein or by mutual agreement. The seat of the arbitration shall be Columbus, Ohio.
b) The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. Arbitration will be initiated through the American Arbitration Association ("AAA") and will be subject to the AAA Consumer Arbitration Rules. If the AAA is unavailable, an alternative arbitral forum will be selected. The arbitration will be conducted by a single neutral arbitrator. Judgments on the award may be entered in any court of competent jurisdiction.
c) Non-appearance arbitration may be conducted by telephone, online, written submissions, or a combination thereof, as chosen by the initiating party. Personal appearances by the parties or witnesses are not required unless mutually agreed.
d) Insurance Agent will not be responsible for any fees related to arbitration if arbitrating with InsuranceAgents.ai. InsuranceAgents.ai will reimburse Insurance Agent for filing fees, and the AAA Consumer Arbitration Rules determine hearing fees and arbitrator compensation. If another arbitral forum is selected, InsuranceAgents.ai will cover the associated fees.
e) The arbitrator will have the authority to determine their own jurisdiction and the rights and liabilities, if any, of Insurance Agent and InsuranceAgents.ai. The dispute will not be consolidated or joined with any other cases or parties. The arbitrator will have the power to grant motions that resolve all or part of any claim or dispute. They may also award monetary damages and provide any non-monetary remedies or relief available under the law, rules of the arbitral forum, and the terms of this Agreement. The arbitrator will issue a written award and decision, outlining the essential findings, conclusions, and calculation of damages awarded. The arbitrator possesses the same authority as a judge in a court of law to grant relief on an individual basis.
f) Insurance Agent AND INSURANCEAGENTS.AI expressly waive their constitutional and statutory rights to have claims and disputes decided in court before a judge or jury. Instead, they choose to resolve such matters through arbitration. Arbitration procedures are generally more limited, efficient, and cost-effective compared to court rules, and their outcomes are subject to limited court review. In any litigation concerning the enforcement or vacation of an arbitration award between Insurance Agent and INSURANCEAGENTS.AI, both parties waive their rights to a jury trial and elect to have the dispute resolved by a judge.
g) ALL CLAIMS AND DISPUTES covered by this arbitration agreement must be resolved through individual arbitration or litigation and cannot be arbitrated, litigated jointly, or consolidated with the claims of any other person or user. If the waiver of class or consolidated actions is deemed invalid or unenforceable, neither Insurance Agent nor InsuranceAgents.ai is entitled to arbitration.
h) The party against whom a claim is asserted may waive the rights and limitations stated in this arbitration agreement. However, such waiver will not affect any other provisions of this agreement.
i) Notwithstanding the above, neither Insurance Agent nor InsuranceAgents.ai may initiate an individual action in a small claims court.
j) Judgment Upon Award: The arbitration award will be in writing and will be final and binding on the parties. It may be entered as a judgment by any court with jurisdiction over the parties or their assets.
k) This arbitration agreement will remain in effect even after the termination of the Insurance Agent’s relationship with InsuranceAgents.ai, including the termination of the Insurance Agent’s account and these Terms.
30. Execution in Counterparts
This Agreement may be signed in multiple counterparts, each of which will be considered an original, but all counterparts together will be regarded as a single agreement. These Terms, along with all related documents mentioned within, embody the complete agreement and understanding between the Insurance Agent and InsuranceAgents.ai. When Insurance Agent signs or electronically affirms these Terms, they guarantee that the person doing so is authorized to commit the agent to these Terms, and recognizes its acceptance of all terms and conditions. InsuranceAgents.ai accepts these Terms when it receives your initial account deposit and provides Leads to your account. In case of any conflict between these Terms and the mentioned documents, these Terms prevail.
