The English version of legal agreements and policies is considered as the only current and valid version of this document. Any translated version is provided for your convenience only, to facilitate reading and understanding of the English version. Any translated versions are not legally binding and cannot replace the English versions. In the event of disagreement or conflict, the English language legal agreements and policies shall prevail.

Overview

This Affiliate Program Agreement (also “Agreement”, “Affiliate Agreement”, “Terms and Conditions”, “Affiliate Terms and Conditions”, ) is entered into by and between iBroker Insurance Services LLC dba: iBroker Digital Insurance Services, a Delaware limited liability company (“iBroker”) and the Partner (also ”You”, “Affiliate Partner”, “Affiliate”, “Solicitor”), and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of the Affiliate Program (the “Affiliate Program” or the “Services”). Your electronic acceptance of this Agreement signifies that you have read, understood, acknowledged and agreed to be bound by this Agreement, along with iBroker’s  Universal Terms Of Service Agreement, which is incorporated herein by reference. The terms “we”, “us” or “our” shall refer to iBroker Insurance. The terms “you”, “your”, “User”, “customer” or “Affiliate” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. iBroker Insurance, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the iBroker website (this “Site”). You acknowledge and agree that (i) iBroker may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site. In addition, iBroker may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account (“Account”) information, including your email address, current. iBroker assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.

 

PARTICIPATION IN THE AFFILIATE PROGRAM

In order to enroll in the Affiliate Program, you need to submit your application through the affiliate signup form on the iBroker website (the Website). All affiliate signups are reviewed by us before deciding if an application is accepted. If we determine that your application is not suitable for the Affiliate Program, it may be rejected for any reason.

YOUR RESPONSIBILITIES

As an iBroker Affiliate, you agree that:

• It is your full responsibility to provide us with accurate account information and it is your responsibility to keep that information up to date. Such information includes, but is not limited to: contact details, payment details, tax information, all website URL(s) where iBroker is promoted, promotional means and practices and any other details we may request. iBroker reserves the right to request any additional information about each website, where iBroker is promoted and any additional information about the practices used to promote iBroker on those websites. If by any means you fail to provide the requested data or the data is not accurate it may result in exclusion from the Affiliate Program, temporary suspension or termination of your Affiliate account and loss of any Commissions.

• You should not make any recommendations or take any actions that would result in a potential revenue loss for iBroker.

• You should not use any marketing practices that may attract clients that are not in good standing.

• You should not act in your own will as per modifying, copying or altering any banners, icons, graphics or any other content that is contained in iBroker’s Links including but not limited to altering and modifying any copyright or trademark notices, without prior written approval from iBroker.

• You shall not use self-referral methods, you can’t click on your affiliate links and/or banners and make orders via your unique affiliate link. Matching IP addresses that were used to log in to the Affiliate panel and to make the purchase, are going to be considered as self-referral and no exceptions will be made. Additionally, the use of VPN services to make a purchase via the affiliate link will also be considered a violation. Violations can result in the loss of all accrued Rewards and dismissal from the program.

• The Affiliate should not engage in any blackhat SEO/spam link building techniques in order to generate more referrals for iBroker.

• You agree not to violate any applicable law.

• You should be loyal to iBroker and should not misuse its confidence and shall not damage iBroker reputation.

If iBroker suspects or detects patterns of violations of the Affiliate Program Agreement, iBroker reserves the right, as a result of Program Agreement violation, to suspend and/or terminate your Affiliate account and cancel all Commission payments due.

AFFILIATE ADVERTISING

Only promotional materials that are approved by iBroker may be used in the Affiliate’s Site in order to advertise iBroker. Approved promotional materials refer to the materials that are provided in your Affiliate Area. Approved promotional materials may contain iBroker trademarks, service marks, logos and slogans for you to display on your Affiliate Website. By signing this agreement we grant you a non-exclusive, limited and non-transferable license to access, download and place the approved promotional material on your website with the sole purpose to promote websites operated, controlled and owned by iBroker.

Inappropriate ways of advertising include, but are not limited to:

• The Usage of any illegal and/or spam method of advertising, such as: unsolicited email, newsgroups, message boards, etc.;

• Bidding on keywords and phrases containing the “iBroker” trademark, or variations or misspellings of the trademarked term on Pay per Click or Pay per Impression campaigns on the search engines (Google, Yahoo, MSN, Ask, Bing or others) without our prior approval. You are not allowed to use the iBroker Website(s) as display URL in Paid media ads and to direct-link or redirect to the iBroker Website(s);

• Using non-unique copyright infringing content to promote iBroker;

• Using traffic generated by pay to read, pay to click, banner exchanges, click exchanges, PPV advertising, pop-up/under, or similar methods;

• Providing cash backs, rewards or any other kind of incentives to obtain the sale without our prior approval;

• Offering price savings methods, including coupon(s), voucher(s), discount codes, or added value offers without our prior approval;

• Using our advertising and promotional materials, trademark or name in a way which negatively affects our image;

• Using iframes or any other techniques or technology that places your affiliate tracking cookie in any means other than an actual click-through;

• Using link cloaking or masking techniques or technology with the goal to promote iBroker on websites and/or networks not explicitly listed in your affiliate profile and hiding that traffic source;

• Your website(s) must NOT contain lewd, obscene, illegal or pornographic material, or any other material that is deemed to be objectionable. This includes, but is not limited to, bigotry, hatred, pornography, satanic materials, trademark and copyright materials, all content of an adult nature, etc. The declaration of any materials as such is subject to our reasonable opinion;

• Your domain name(s), company name, logo, trademark, product(s), project(s), service(s) must NOT contain keywords and phrases containing the “iBroker” trademark or any other variations or misspellings confusingly similar to iBroker trademark, name, logo or domain name, without our prior approval;

• Your domain name(s), company name, logo, trademark, your product(s), project(s), service(s) must NOT contain keywords and phrases that contain or are confusingly similar to third-party trademarks, names, logos or domain names unless you have been duly authorized by the trademark owner.

• You must not make any representations about the insurance policies available on iBroker’s website, as detailed further in items 2 and 3 below.

iBroker shall have the sole right to decide if a promotional method you use is appropriate. The use of any advertising method that we consider inappropriate may result in a warning, suspension or termination of your affiliate account and cancellation of all outstanding Commission payments due. Additionally, any rude, aggressive or offensive in any means communication with the dedicated affiliate manager will result in a permanent ban from the Affiliate Program with no exceptions made.

AFFILIATE TRACKING COOKIES PIXELS

We track affiliate sales automatically by using cookies and pixels. The cookies are automatically placed in the browser of the user who clicks on the affiliate link in order to reach our website. Every cookie is stored for up to 30 days. If a previous affiliate’s cookie is already placed in the same user’s browser it will be overwritten with the new cookie. If cookies are deleted intentionally by the user, iBroker does not hold responsibility for this action.

DEFINITIONS

“We,” “us”, “our”, iBroker”, “iBroker Insurance”, “iBroker Insurance Services”, “iBroker Digital insurance Services”, means iBroker Insurance Services LLC or a company owned, operated or controlled by iBroker Insurance Services LLC.

“Affiliate,” “Influencer,” “Solicitor”, or “Solicitor Firm” means a person or firm engaged in marketing services ONLY who does not have the right to sell or transact insurance services. This includes all principals, employees, and sub-contracted independent contractors, including individuals or firms providing soliciting and marketing services (collectively these may be referred to as “Solicitor Firm and it’s Agents”).

“Marketing Affiliate Program” means our marketing affiliate program as described in this Agreement.

“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.  

“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.

“Affiliate Policies” means the procedures or policies applicable to affiliates which we may make available to you from time to time.

“Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.

“Agreement” means this Marketing Affiliate Program Agreement and all materials referred or linked to in here.

“Marketing Fee” means an amount described in the Affiliate Tool (or if applicable, in the Program Policies) for each Customer Transaction.

“Customer” means the authorized actual user of the iBroker Products who has purchased or signed up for an insurance policy using iBroker’s quote links after being an Affiliate Lead.

“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Marketing Fee pursuant to the ‘Customer Transactions’ section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Tool.

“Customer Data” means all information that Customer submits or collects via the iBroker Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the iBroker Products.

“iBroker Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

“Carrier Partners” or “Insurer Partners” or “Insurers” means the various insurers iBroker works with who sell insurance policies.

“iBroker Products” means the quote links provided by iBroker and the quoting engines available on iBroker’s website.

“Carrier Products” means insurance policies provided by insurers.

“Premium”, “Premium Funds”, “Plan Funds” are the money paid by customers to insurers, typically billed directly by insurers, but sometimes collected by iBroker Insurance.

RECITALS

1. iBroker Insurance is licensed by the California Department of Insurance (CDI) as a Broker/Agent, pursuant to such licensure, is authorized to offer CDI-approved life, health and P&C coverage products within its CDI- approved service area. 

1. Solicitor Firm and its principal persons, employees and subcontracted agents, as applicable, are not licensed by the State of California to promote, market, solicit or sell, life and health care coverage products to individual and group subscribers.  Neither are Solicitor Firm and persons described licensed to assist subscribers through the coverage application, underwriting and enrollment processes. Solicitor Firm and persons are only providing services of advertising iBroker Insurance and web links provided by iBroker Insurance.

 

1. iBroker Insurance wishes to contract with Solicitor Firm for the provision of marketing and solicitation services, and Solicitor Firm wishes to provide such services to iBroker Insurance. 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties do hereby agree as follows: 

1. Appointment of Solicitor Firm. 

iBroker Insurance appoints Solicitor Firm to market, and solicit iBroker Insurance life, health or P&C coverage products as specified in this Agreement. This agreement will become effective upon execution of this agreement by both parties, and shall be subject to all of the terms and conditions set forth herein. Solicitor Firm is authorized to share links provided by iBroker Insurance, to perform services under this Agreement.

2. Solicitor Firm Authority and Obligations (the “Services”) 

Solicitor Firm shall, and shall cause its principal persons, employees and Agents to use best efforts to solicit applications of prospective businesses, groups and individuals (as applicable) under this Agreement by providing referral links and discussing the iBroker Quote Platform.

3. Limitations to Solicitor Firm Authority. 

Solicitor Firm and it’s Agents are not licensed by the State of California to sell or service insurance policies, nor to receive claims from iBroker’s Insurance clients.  Neither are Solicitor Firm and persons described licensed to assist subscribers through the coverage application, underwriting and enrollment processes. Solicitor Firm and persons are only providing services of advertising iBroker Insurance and web links provided by iBroker Insurance. 

3.1 iBroker reserves the right to request any additional information about each website, where iBroker is promoted and any additional information about the practices used to promote iBroker on those websites.

3.2 The Affiliate should not engage in any blackhat SEO/spam link building techniques in order to generate more referrals for iBroker.

3.3 The Solicitor Firm and its Agents have no authority to institute legal or administrative proceedings 

• in iBroker Insurance Services LLC’s name, 

• in Carrier Partners names, 

Nor do Solicitor Firm and it’s Agents have authority to institute such proceedings 

• in connection with iBroker’s own insurance or 

• its Carrier Partners’ own insurance.

Nor do Solicitor Firm and its Agents have authority to institute legal or administrative proceedings regarding

• Policies which iBroker Insurance Services LLC brokered,

• Policies which Carrier Partners underwrote.

3.4 In addition, the Solicitor Firm and its Agents are not authorized to use the name, trademarks, or logo of iBroker Insurance or Carrier Partners in any way or manner not specifically authorized in writing by iBroker Insurance. 

4. Independent Contractor Relationship. 

The parties agree that Solicitor Firm and its Agents are an independent contractor, and not an employee, agent, or partner of, or joint venture with, iBroker Insurance or any of its carrier partners. Nothing contained in this Agreement shall be construed to create an employer and employee relationship between iBroker Insurance and the Solicitor Firm or any of Solicitor Firm’s principal persons, employees or Agents. Neither Solicitor Firm nor its principal persons, employees and Agents shall not hold themselves out as an employee, partner, joint venture or officer of iBroker Insurance; nor as an agent of iBroker Insurance in any other manner, or for any other purpose, except as specifically provided in this Agreement. iBroker Insurance shall thus not exercise control over the methods by which Solicitor Firm performs its obligations under this Agreement. Notwithstanding the foregoing, iBroker Insurance shall retain all oversight and administrative responsibility for the Services rendered by Solicitor Firm under this Agreement.

5. Compliance

5.1 All iBroker Insurance Solicitor Firms are responsible for preventing, detecting and reporting suspected fraud, waste and abuse. If a contracted Solicitor Firm detects any suspicious activity, The Solicitor Firm is required to notify the iBroker Insurance. 

5.2 There is no couponing of policies iBroker Insurance brokers. 

5.3 Unless approved in writing by iBroker Insurance, solicitor will not bid on the iBroker brand, including but not limited to “Ad text”, “Keywords”, domains. 

6. Compensation

iBroker Insurance shall pay compensation to Solicitor Firm as described in this section 6 and in Exhibit A: 

6.1 Marketing Fees, net of any charges such as for advances, return fees or debts due iBroker Insurance, shown on the monthly accounting, shall be paid as set forth in Exhibit A. Such Marketing Fees shall constitute full compensation for services performed under this Agreement. iBroker Insurance may revise Exhibit A as deemed necessary with 45 days notice. All new and renewal Marketing Fees will be paid in accordance with the Marketing Fee schedule in effect at the time the Marketing Fee is due. 

6.2 Marketing Fee payments will be made only on new business and in accordance with Exhibit A. New business is defined as an account which has not purchased a policy from iBroker Insurance, during the (12) months prior to the effective date of the policy or service plan. All business that is not new business is renewal business. 

6.3 Marketing Fees will be paid monthly. The iBroker Insurance policies, procedures and Marketing Fee schedules in effect at the time a Marketing Fee payment is due shall apply. To receive Marketing Fee payment pursuant to this Agreement, the Solicitor Firm must be in compliance the entire term of this Agreement. The minimum payout amount for Paypal withdrawal is $100. The minimum payout for Wire Transfer is $500.

6.4 Should iBroker Insurance, in its sole discretion, for any reason refund or credit to the customer any premium during the first month, iBroker Insurance may adjust compensation paid to the Solicitor Firm for such premium. The Solicitor Firm grants a paramount and prior lien upon its account and upon any compensation due hereunder to secure the repayment of any net negative amount of the Solicitor Firm’s account or any other amounts owed by the Solicitor Firm to iBroker Insurance under this Agreement. iBroker Insurance is authorized, at any time either before or after the termination of this Agreement, to deduct from any compensation due from iBroker Insurance to the Solicitor Firm the entire amount of any funds owed by the Solicitor Firm to iBroker Insurance. Any compensation paid to the Solicitor Firm for premiums later refunded or credited to the customer, or any overpayment of compensation shall be a debt due iBroker Insurance from the Solicitor Firm. 

6.5 Solicitor Firm shall be responsible for taxes on compensation earned under this Agreement.

6.6 Coverage Territory. No compensation shall be payable to Solicitor Firm with respect to: (i) for group business, any subscriber that does not live, work or reside in the iBroker Insurance service area (as described in Section 6.2), or (ii) for individual business, any individual that does not live or reside in the iBroker Insurance service area (each as reasonably determined by iBroker Insurance). In no event shall compensation be paid hereunder with respect to any business that does not conform to iBroker Insurance’s underwriting guidelines. 

7. Advertisements and Collateral

7.1 Solicitor Firm acknowledges that any and all advertisements to be used in the marketing of iBroker Insurance products shall not be used without the express prior written consent of iBroker Insurance. In the event that Solicitor Firm intends to use any advertisement in the marketing of iBroker Insurance coverage products in any medium (including without limitation print, audio, or audio/visual), Solicitor Firm shall provide complete copy of the proposed advertisement to iBroker Insurance for review a minimum of thirty (10) days prior to the proposed use of such advertisement. Notwithstanding the forgoing, failure of iBroker Insurance to approve any proposed advertisement within such thirty (10) day review period, shall not be deemed consent by iBroker Insurance to the use of such advertisement. Any advertisement that iBroker Insurance provides to Solicitor Firm, or with respect to which iBroker Insurance consents in writing to use by Solicitor Firm, shall only be used by Solicitor Firm only in the unaltered form and format in which such advertisement was approved for use. Solicitor Firm shall not alter, modify, waive or change any of the terms, rates or conditions of any advertisements or other promotional collateral, receipts, policies or contracts of iBroker Insurance in any respect. 

8. Assignment and Delegation

Neither party may, directly or indirectly, in whole or in part, either by operation of law or otherwise, assign or transfer this Agreement or delegate any of its obligations under this Agreement without the other party’s written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. 

9. Indemnification

The solicitor firm and any of their agents (if applicable) agree to assume liability, jointly and severally, for the content of any advertisement they have caused to be published and any claim arising from such publication, including, but not limited to, claims for libel, invasion of privacy, commercial appropriation of one’s name or likeness, copyright infringement, trademark, trade name or patent infringement, commercial defamation, false advertising, or any other claim whether based in tort or contract, or on account of any state or federal statute, including state and federal deceptive trade practices acts. In addition, the solicitor firm and it’s agents agree, jointly and severally, to indemnify, defend and hold iBroker Insurance Services LLC harmless for all claims (whether valid or invalid), lawsuits, judgments, liabilities, damages, losses, costs and expenses of any nature (including the assessment of reasonable attorneys’ fees) resulting from or caused by the publication of any advertisement placed by the solicitor firm or its agents.

9.1 In no event shall either party be liable in indemnification hereunder to the extent that such indemnification obligation results from the negligence of the Indemnified Party (including its personnel and subcontractors), or performance or nonperformance of the Indemnified Party’s obligations under this Agreement, or the actions or omissions of the Indemnified Party’s personnel or contractors in connection with the Indemnified Party’s performance of this Agreement. 

9.2 Procedure for Handling Third Party Liabilities. Each party shall provide prompt written notice to the other party upon learning of any occurrence or event that may result in an obligation of the other party under Section 9.1, provided that the omission by a party to give notice of a claim as provided in this Section 9.2 shall not relieve the other party of its obligations under Section 9.1 except to the extent that (i) the omission results in a failure of actual notice to the other party and (ii) the other party suffers damages as a result of the failure to give notice of the claim. 

9.2 Definitions. For purposes of this Section 9, the following terms shall have the following meanings: 

9.2.1 “Liabilities” shall mean and refer to any and all claims, legal or equitable causes of action, suits, litigation, proceedings (including a regulatory or administrative proceedings), grievances, complaints, demands, charges, investigations, audits, arbitrations, mediation or other process for settling disputes or disagreements, including, without limitation, any of the foregoing processes or procedures in which injunctive or equitable relief is sought (collectively, “Liabilities”) 

9.2.2 “Expenses” shall mean and refer to any and all costs, expenses and fees, including costs of settlement, attorneys’ fees, accounting fees, and expert costs and fees incurred in connection with Liabilities which are the subject of indemnification or reimbursement under this Agreement or Losses or Judgments arising from such Claims. 

9.2.3 “Judgments” shall mean and refer to any judgments, writs, orders, injunctions or other orders for equitable relief, awards or decrees of or by any court, judge, justice or magistrate, including any bankruptcy court or judge and any order of or by any Governmental Authority. 

10. Termination without Cause. 

10.1 Either party to this Agreement on one (1) days’ written notice to the other may terminate this Agreement by mai or email l to the last known address. 

10.2 If this Agreement is terminated by either party without cause, business created prior to termination date by solicitor firm will be treated as if the terms of Section 6, above, remained in-force during the first 12 months this Agreement is in-force. 

10.3 At any time you can cancel and terminate your affiliate account by contacting us via email. iBroker Insurance will send you a confirmation that your account has been terminated, as requested.

10.4 After an affiliate account is terminated, the sales associated with the affiliate will no longer be tracked by us and you will no longer qualify for any future Commissions. Additionally Affiliate will be considered an inactive Affiliate if the account will not have any new Conversions for the last six months and such accounts will be parked as dormant. If any Commissions are due at the time of termination, they will be paid to the Affiliate after any applicable holding period with the regular payout cycle. No outstanding Commission payments will be due if your account is terminated due to the violation of these Terms and Conditions and an administrative fee of 125 USD will be due by the Affiliate.

10.5 Once the Affiliate account is terminated, the Affiliate is obliged to remove any and all promotional materials, links, logos, trademarks, and slogans of iBroker Insurance from his or her website within a period of 3 business days. This provision survives the termination of the Affiliate Agreement. Upon the termination of this Affiliate Agreement, the Affiliate no longer has the right to use any of iBroker’s trademark(s), logo(s), and slogan(s) and will refrain from any actions that may affect the reputation, the image and any business relations with current and potential clients of iBroker, directly or indirectly.

10.6 Once the Affiliate account is terminated, this Affiliate Agreement is terminated automatically.

11. Termination for Cause.  

Without restricting the right of iBroker Insurance to terminate the Agreement on one (1) days’ written notice, iBroker Insurance may immediately terminate this Agreement for cause upon written notice to the Solicitor Firm, at its last known address, for the following reasons: 

11.1 If Solicitor Firm breaches a term of this Agreement, iBroker Insurance may terminate this Agreement immediately by notifying Solicitor Firm in writing of the effective date of termination. The effective date of termination pursuant to this Section may be the date of the breach, or any later date that iBroker Insurance specifies in the notice of termination; 

11.3 If Solicitor Firm fails to comply with the policies and procedures of iBroker Insurance or the laws of any regulatory authority having jurisdiction over the parties; 

11.3 Upon Solicitor Firm’s dissolution, receivership, insolvency, or bankruptcy; 

11.4 If Solicitor Firm engages in, or knowingly assists another to commit, fraudulent or dishonest activity in connection with the solicitation, enrollment or renewal of any customer, whether a customer of iBroker Insurance or not, this Agreement shall terminate effective as of the date on which Solicitor Firm engaged in or assisted with such activity without regard to when iBroker Insurance learns of the fraudulent or dishonest activity or when iBroker Insurance notifies Solicitor Firm that this Agreement has been terminated. iBroker Insurance may recover any compensation paid to Solicitor Firm after Solicitor Firm engaged in, or knowingly assisted another to commit, the fraudulent or dishonest act without regard to when Solicitor Firm actually earned such compensation. 

Effect of Termination. 

Upon termination of this Agreement, appointment of Solicitor Firm, and its authorization of all Agent to perform services pursuant to this Agreement shall terminate on the effective termination date. Unless specifically stated otherwise, if Solicitor Firm is terminated for cause, no compensation will be due the Solicitor Firm subsequent to the effective date of termination. 

12. Waiver. 

Failure of iBroker Insurance to enforce compliance with the terms and conditions of this Agreement shall not be construed as a waiver of the right to exercise the same at any time.

13. Ownership of Proprietary Rights. 

13.1 Solicitor Firm agrees that iBroker Insurance shall be the owner of all proprietary rights in and to any documentation, records, text and other works of authorship, data, databases, information, know-how, conceptions, discoveries, inventions, designs, symbols, names, procedures, methods, processes, improvements, products, prototypes, samples, trade secrets and other property and materials, tangible or intangible, whether or not patentable or registerable under copyright, patent or similar laws, within the foregoing: (i) furnished to Solicitor Firm, or to which Solicitor Firm is given access by iBroker Insurance in connection with the performance of this Agreement; and/or (ii) conceived, reduced to practice, or otherwise created, authored, developed or generated in connection with performance of this Agreement by Solicitor Firm either solely or jointly with iBroker Insurance (collectively, the “Intellectual Property”). Solicitor Firm shall not have any interest in such Intellectual Property. Accordingly, Solicitor Firm hereby assigns to iBroker Insurance all of Solicitor Firm’s right, title and interest in and to the Intellectual Property. Solicitor Firm further acknowledges its obligation to assist iBroker Insurance or its designee, at iBroker Insurance’s (or designee’s) expense, in every proper way to secure iBroker Insurance’s, or its designee’s, rights in the Intellectual Property and any copyrights, patents, trademarks, moral rights or other intellectual property rights relating thereto. This obligation includes maintaining and preserving accurate and complete records of all pertinent information and data with respect thereto (“Records”), disclosing to iBroker Insurance or its designee all Intellectual Property and Records, and executing all applications, specifications, oaths, assignments, recordations and instruments necessary to obtain, maintain and transfer such rights to iBroker Insurance or its designee (or, if not transferable, to waive such rights). The parties further agree that nothing in this paragraph or in this Agreement shall limit iBroker Insurance sole and exclusive intellectual property rights in and to its own data provided to Solicitor Firm during the course of this Agreement. 

13.2 Notwithstanding the above: 

13.2.1 A party may disclose Confidential Information as required by law, provided that such disclosing party provides reasonable prior notice to the other party to enable such other party to attempt to prevent or limit the disclosure and the disclosing party assists the other party upon request in seeking relief from or limiting the disclosure. 

13.2.2 iBroker Insurance may disclose contract terms, conditions and pricing terms, as well as other Confidential Information, including vendor and other third party confidential information, to those parties and/or consultants not already mentioned above that iBroker Insurance has or will contract with or retain in the course of managing its business, provided those parties/consultants agree in writing that they shall not use or divulge such Confidential Information to any third party except as necessary for the discharge of their obligations to iBroker Insurance or as required by law. 

13.2.3 iBroker Insurance may disclose contract terms, conditions and pricing terms, as well as other Confidential Information to state and federal agencies, including but not limited to the California Department of Insurance, or the California Department of Managed Health Care, that have regulatory authority for licensing and compliance oversight of iBroker Insurance operations. 

13.2.4 A party may disclose Confidential Information with the prior written consent of the other party. 

14. DISCONTINUED SERVICES; END OF LIFE POLICY

iBroker reserves the right to cease offering or providing any of the Services at any time, for any or no reason, and without prior notice. Although iBroker makes great effort to maximize the lifespan of all its Services, there are times when a Service we offer will be discontinued or reach its End-of-Life (“EOL”). If that is the case, that product or service will no longer be supported by iBroker, in any way, effective on the EOL date.

Notice and Migration. In the event that any Service we offer has reached or will reach EOL, we will attempt to notify you thirty or more days in advance of the EOL date. It is your responsibility to take all necessary steps to replace the Service by migrating to a new Service before the EOL date, or by entirely ceasing reliance on said Service before the EOL date. In either case, iBroker will either offer a comparable Service for you to migrate to for the remainder of the term of your purchase, a prorated in-store credit, or a prorated refund, to be determined by iBroker in its sole and absolute discretion. iBroker may, with or without notice to you, migrate you to the most up-to-date version of the Service, if available. You agree to take full responsibility for any and all loss or damage arising from any such migration.

 

No Liability. iBroker will not be liable to you or any third party for any modification, suspension, or discontinuance of any of the Services we may offer or facilitate access to.

15. Notice. 

Unless otherwise set forth explicitly herein, any notice required or permitted under this Agreement shall be given in writing, to the other party, by hand, via nationally recognized overnight delivery service, or via Certified Mail, Return Receipt Requested, postage prepaid, addressed as follows: 

If to iBroker Insurance:

iBroker Insurance Services LLC

1910 Pacific Avenue,

Suite 2000, PMB 1101,

Dallas TX 75201

16. Severability. 

In the event that any term or condition of this Agreement is determined to be invalid or unenforceable by a Court of competent jurisdiction, such term or condition shall be severed from this Agreement and the remaining terms and conditions shall be given their full force and effect. 

17. Governing Law. 

This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Delaware. 

18. Mandatory Binding Arbitration. 

Any controversy, dispute or claim arising out of the interpretation, performance or breach of this Agreement shall be resolved by binding arbitration at the request of either party, in accordance with the Commercial Rules of the American Arbitration Association. Such arbitration shall occur in the County of Tarrant, Texas, unless the parties mutually agree to have such proceeding in some other locale. The arbitrators shall apply Delaware substantive law and federal substantive law where state law is preempted. The provisions of Delaware law concerning the right to discovery and the use of depositions in arbitration are incorporated herein by reference and made applicable to this Agreement. Under no circumstance do the arbitrators have the right to impose punitive damages. 

18.1 Solicitor Firm and its Agents shall not initiate litigation in any dispute between Solicitor Firm or an Agent and any applicant or subscriber, without the prior written consent of iBroker Insurance. 

19. Entire Agreement

This Agreement, including the Recitals and Exhibits, which are specifically incorporated herein, constitutes the entire agreement between the parties. This Agreement may be modified only in writing signed and dated by each party’s management level representative who has actual signature authority to legally bind the party on whose behalf the signature is made. 

By their signatures below, each of the following represent that they have the authority to execute this Agreement and to bind the party on whose behalf their execution is made. 

IN WITNESS WHEREOF, the parties have accepted and agreed to this Agreement as of the 

Effective Date. 

FOR iBroker Insurance Services LLC: Davis Hoffman

Vice President of Sales 

Date: 

FOR SOLICITOR FIRM: Signed: 

Name: 

Title: 

Date: 

(Internal Use Only) iBroker Insurance ID: 

Exhibit A 

Compensation Schedule 

The compensation for sales of these iBroker Insurance health care coverage products will be effective January 1, 2022 and Marketing Fee to Solicitor Firm will be paid after this date as follows: 

Solicitor Firm Marketing Fee

• $100 per life insurance policy sold, which stays in force at least 60 days

• Flat-rate, negotiable price based on nature of the promotion

APPROVED SERVICE AREA: Insurance is regulated on a state level and iBroker Insurance sells policies in states where it is approved by the state department of insurance. iBroker Insurance Services LLC is licensed in the following states for life insurance: California, Texas, New York, Illinois, Florida.

iBroker Insurance is licensed for Property & Casualty Insurance in the following states:
California

As additional states are added this appendix will be updated. 

iBroker Insurance operates in California under the dba: iBroker Digital Insurance Services.

We retain the right to change the Commission structure and the method of calculation of the Commission at any time. Other Commission plans are not offered as standard but could be discussed with your Account Manager after review of the Partnership.

If you disagree with the Commission due as reported, you shall send an email to partners@ibrokerins.com and indicate the reasons and/or observations in 30 (thirty) days since the balance due or the force majeure event’s date. Failure to send an email within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment.

If the purchase will be canceled or refunded by the request of the client during the 45 days period – the Commission for such purchase will not be credited. We retain the right to review all the transactions for the possible fraud, whether such fraud is on the part of the Customer, or on your part. During the time which We review Commissions for possible fraud or any other concerns due to illegal activity, we may withhold payment of any balance to you for up to 180 (one hundred eighty) days, while We investigate and verify that the relevant transactions comply with the provisions of the Agreement, laws and regulations.