Website Terms of Use

These website Terms of Use (“Terms”) describe the rules for using this website, including the information posted herein (“Content”). By using this website, you agree to these Terms and the privacy policy posted on the website, which constitute a legally binding agreement between you, the person using this website, and The Brokerage Resource and its affiliates (hereinafter “Company” or “we,” “us,” or “our”). If you are helping another person use this website, these Terms constitute a legally binding agreement between both the helper and the person being helped and the Company.  We may terminate your access to this website at any time for any reason. If you breach any of these Terms, you may no longer use the website.  

​This website does not contain content intended for individuals under the age of 18. By using this website, you represent and warrant that you are at least 18 years of age. 

The Content on this website is for your general educational information only. Company makes no representation as to the accuracy or completeness of the information on the website, including with respect to price or the description of any product. The Content cannot, and is not intended to, replace the relationship that you have with your health care professionals, insurance agent, or financial advisor.  The Content on this website should not be considered medical or financial advice and is not intended as medical or financial advice. If you are experiencing a medical emergency, you should seek appropriate emergency medical assistance, such as calling “911”.

This website is intended for a United States audience. If you live outside the U.S., you may see information on this website about products or therapies that are not available or authorized in your country.
 
No Investment Services or Advice
The Content on this website should not be considered investment advice and is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. It does not provide individually tailored investment advice. It has been prepared without regard to the individual financial circumstances and objectives of persons who receive it. The appropriateness of a particular investment or strategy will depend on an investor’s individual circumstances and objectives. The Content may contain forward-looking statements and there can be no guarantee that they will happen.  Past performance is not a guarantee of future performance.

Medicare Disclaimer
We do not offer every plan available in your area. Any information we provide is limited to those plans we do offer in your area. Please contact Medicare.gov or 1-800-MEDICARE to get information on all of your options.

The Company is or works with licensed insurance agencies.  The Company is not affiliated with or endorsed by any government agency.
 
Changes to Terms
We may change these Terms at any time, and such changes will be posted on this or a similar page of this website. It is your responsibility to review these Terms each time you use this website. By continuing to use this website, you consent to any changes to our Terms.
 
Website Content
Subject to these Terms, you may view the Content on this website for the sole purpose of collecting information regarding plans for your personal or household use and related activities such as, if permitted on this website, applying for a plan.  All rights, title, and interest in and to the website, including the Content, and all intellectual property rights, including all copyright, trademark, patent, and trade secret rights therein shall remain with the Company and our licensors and vendors, and no ownership interest is transferred to you or any other entity by virtue of making the Content available on the website.
 
We will also retain ownership of any information that you enter into the forms on this website, subject to applicable privacy laws, such as the Health Insurance Portability and Accountability Act (“HIPAA”).
 
Restrictions on Your Use of this Website
While using this website, you may not:
  • use this website or Content in any way not permitted by these Terms or the text of the website;
  • copy, modify, or create derivative works involving the Content for purposes other than your personal use;
  • provide us with any false information in any forms on the website;
  • attempt to interfere with the operation of this website;
  • post any material or information on the website (i) which is profane, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable, or (ii) the transmission of which could violate, or facilitate the violation of, any applicable law, regulation, or intellectual property rights;
  • attempt to access any portion of this website to which you have not been granted access; or
  • directly or indirectly authorize anyone else to take actions contrary to these Terms.

Submission of Contact Information
By submitting your contact information on the website you authorize the Company or its business partners or business partners’ agents or other representatives to contact you regarding the plans, products, or services that you identified, as well as similar or related plans, products, or services. Such contact may be commercial in nature and may be made by e-mail or telephone call, including call technologies such as a prerecorded voicemail. You acknowledge that you are not required to provide such authorization directly or indirectly as a condition of purchasing plans, products, or services through the Company.  If you do not want to receive these communications, you may opt out of them at any time by following the opt-out instructions contained in the e-mail message, or by contacting us at [email protected] or 1480 Chapel Ridge Road, Suite 200, Apex, NC 27502.  
 
Changes to Website Content
This website may be unavailable from time to time for any reason, such as routine maintenance. You understand and acknowledge that the website may be interrupted, suspended, and terminated at any time. Furthermore, we may change, add, or remove some or all of the Content on this website at any time. In addition, please note that although our goal is to provide useful information, certain features that may be offered through this website, such as participating healthcare providers, pricing information, extent of coverage, or other Content, may not be accurate or up to date. In addition, please note that features of any plan or plans described in this website may change over time. The Company does not make any representations regarding the accuracy or completeness of these data or the availability of this website.
 
Links
While visiting this website you may click on a link to other websites and leave this website. We provide links to other websites that may contain information that may be useful or interesting to you. We do not endorse, nor are responsible for, the content, accuracy, and accessibility of linked websites operated by third parties or for any of your dealings with such third parties. You are solely responsible for your dealings with such third parties, and we encourage you to read the terms of use and privacy policies on such third-party websites.
 
NO WARRANTIES
ALL CONTENT ON THIS WEBSITE IS PROVIDED TO YOU ON AN “AS IS”, “AS AVAILABLE” BASIS. THE COMPANY, ALL THIRD PARTIES, IF ANY, PROVIDING CONTENT FOR THIS WEBSITE, AND ALL THIRD PARTIES PROVIDING SUPPORT OR INFORMATION FOR THIS WEBSITE (COLLECTIVELY, “WEBSITE-RELATED-PARTIES”) HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
 
THE WEBSITE-RELATED-PARTIES MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, CORRECTNESS, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THIS WEBSITE. WITHOUT LIMITING THE FOREGOING, THE WEBSITE-RELATED-PARTIES SPECIFICALLY DO NOT REPRESENT OR WARRANT THAT ANY INFORMATION REGARDING PARTICULAR PLAN BENEFITS OR SCOPE OF COVERAGE IS ACCURATE OR COMPLETE. THE WEBSITE-RELATED-PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE TECHNOLOGY THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THIS WEBSITE IS FREE OF VIRUSES AND ANY OTHER POTENTIALLY DESTRUCTIVE COMPUTER CODE.
 
 
LIMITATION OF LIABILITY
YOU AGREE THAT NONE OF THE WEBSITE-RELATED-PARTIES SHALL BE LIABLE FOR ANY DAMAGE RESULTING FROM YOUR USE OR INABILITY TO USE THIS WEBSITE OR THE CONTENT. THIS PROTECTION COVERS CLAIMS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, AND ANY OTHER LEGAL THEORY. THIS PROTECTION COVERS THE WEBSITE-RELATED-PARTIES, INCLUDING ALL AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS. THIS PROTECTION COVERS ALL LOSSES INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, AND PUNITIVE DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION. THE TOTAL, CUMULATIVE, LIABILITY OF THE WEBSITE-RELATED-PARTIES, INCLUDING ALL AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, IF ANY, FOR LOSSES OR DAMAGES SHALL BE LIMITED TO THE AMOUNT OF YOUR ACTUAL DAMAGES, NOT TO EXCEED U.S. $100.00. THE LIMIT OF LIABILITY MAY NOT BE EFFECTIVE IN SOME STATES. IN NO EVENT SHALL THE WEBSITE-RELATED-PARTIES, INCLUDING ALL AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THAN THE AMOUNT DESCRIBED ABOVE. ALL OTHER DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RESULTING FROM ANY USE OF THE WEBSITE OR CONTENT ARE EXCLUDED EVEN IF THE WEBSITE-RELATED-PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOU USE THIS WEBSITE AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THIS WEBSITE OR THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE.

The foregoing limitation of liability is not applicable to residents of New Jersey. With respect to residents of New Jersey, the Released Parties are not liable for any damages unless such damages are the result of our negligent or reckless acts or omissions; and the Released Parties are not, in any case, liable for indirect, incidental, special, consequential, or punitive damages.

You acknowledge and agree that Company’s suppliers are third-party beneficiaries of these Terms, with the right to enforce the limitations of warranty and liability set forth herein with respect to the respective technology of such suppliers and Company.
 
Indemnification
You agree to defend and indemnify, Website-Related-Parties and their subsidiaries, affiliates, officers, directors, employees, and agents, harmless from any claim, demand, or damage, including reasonable attorneys’ fees, arising out of or related to your breach of these Terms or your use or misuse of the Content or website. 
 
MANDATORY ARBITRATION
EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, ALL CLAIMS, DISPUTES, AND CONTROVERSIES ARISING OUT OF OR IN ANY MANNER RELATING TO THESE TERMS, OR ANY AGREEMENT EXECUTED IN CONNECTION WITH THESE TERMS, OR TO THE PERFORMANCE, INTERPRETATION, APPLICATION, OR ENFORCEMENT HEREOF, INCLUDING BUT NOT LIMITED TO OCCURRENCE HEREOF (IN EACH CASE, “DISPUTE”), SHALL BE SUBMITTED TO BINDING, NON-APPEALABLE ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN FORCE AT THE TIME THE DEMAND IS FILED, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE. Either Party may within one (1) year from the date of the alleged occurrence resulting in the Dispute, whichever is later, make a demand for arbitration by filing a demand in writing with the other party and serving the same by depositing it in the U.S. Mail, certified mail, return receipt requested. Each of the Parties shall choose, within sixty (60) days after demand for arbitration is made, its arbitrator and the two appointed arbitrators shall choose a third arbitrator possessing the same qualifications. All arbitration hearings conducted hereunder, and all judicial proceedings to enforce any of the provisions hereof, shall take place in Dallas County, Texas. The hearing before the arbitrators of the matter to be arbitrated shall be at the time and place within said County as is selected by the arbitrators. The decision of any two arbitrators with respect to a Dispute shall be binding and conclusive and non-appealable and shall be submitted to the court for confirmation with the same effect as a judgment. Each of the parties hereby irrevocably waives punitive, exemplary, consequential, and other non-compensatory damages in connection with any arbitration award with respect to any dispute.
 
Governing Law and Statute of Limitations
The laws of the State of Texas govern these Terms and any cause of action arising under or relating to your use of the website, without reference to its choice-of-law principles. EACH OF YOU AND COMPANY HEREBY WAIVES RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THESE TERMS.
 
Severability
The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in these Terms shall not affect the enforceability of the remaining portions of these Terms or any part hereof.
 
Contact Us
To contact us regarding these Terms or the operation of the website itself, contact us at:
1480 Chapel Ridge Road, Suite 200, Apex, NC 27502
 
Effective Date
The Effective Date of these Terms is April 13, 2023.

Agent Terms of Use

By using the Resources (as defined below) provided by The Brokerage Resource (“Company”), each independent contractor agent and advisor (referred to here as “you”) agrees to these Agent Terms of Use (“Terms”).  By using Company’s Resources, you agree to be bound by these Terms. If you disagree with any part of the Terms, you must immediately notify Company and discontinue your relationship with Company. 

​READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN ARBITRATION AGREEMENT, JURY AND CLASS ACTION WAIVERS, LIMITATIONS OF LIABILITY AND OTHER PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS.

1. Independent Contractor Status
  • Your relationship with the Company is that of independent contractor.  Your relationship with Company is separate from that of the relationship with the carriers with which Company contracts (“Carriers”), and any requirements or mandates made by Carriers are not imputed to you from Company.  You are not a partner, employee, or representative for Company, and cannot speak for or on behalf of Company. Any references made by any licensing body, company website, social media site and/or any document or form, referring to you or agents generally as “employees” of Company or its affiliates does not change that by definition and by practice you are an independent contractor pursuant to these Terms.  You conduct and control your own business activities, manner and means of work, including, but not limited to, work hours, selection of customers, office location, and sales methods.   
2. Your Responsibilities and Authority
  • 2.1. Your Responsibilities.  In the scope of your relationship with Company, your responsibilities are as follows
    • i. Provide and maintain an office or other place of work as well as any and all business expenses incurred in connection with the performance of services.
    • ii. Use your best efforts to attain and maintain an accurate working knowledge of the products and services provided by Company (“Products” and “Services”, respectively) and to solicit and sell (or assist Sub-Agents in selling) such Products and Services.
    • iii. Complete and promptly file with the Company all required reports documenting or regarding sales of Products and Services by you as well as insurance applications and other related matters which are required by the Company from time to time so that sales by you of the Products and Services can be appropriately recorded and commissions determined.
    • iv. Accurately represent premium costs and policy coverage to prospective customers and conduct yourself in an ethical and professional manner that reflects well on the reputation and professionalism of yourself, Company, and Carriers.
    • v. Maintain all books, accounts, and records for at least ten (10) years to allow for Company and Carriers to audit your compliance with these Terms.  A Carrier or Company may at any time make copies of, or take extracts from, such books, accounts and records as it may deem necessary.
    • vi. Truthfully provide Carriers and Company with all requested information and not withhold information (even if not requested) which an ordinary and prudent person would deem relevant to the solicitation and sale of the Products and Services or recruitment and recommendation of agents.
  • 2.2. Recruitment. You are authorized to recruit and recommend for contracting independent agents, brokers, and other acceptable producing representatives for Company and Carriers. For purposes hereof, all of the contracted agents, brokers, and other acceptable producing representatives within your production hierarchy which are duly contracted with and appointed by Carriers, including anyone such individual engages in the same or similar downline capacity, are referred to as “Sub-Agents”. Carriers and Company, jointly or individually, reserve the sole discretion and right to approve or reject the appointment of any Sub-Agent and terminate any Sub-Agent for cause or without cause, with or without Agent’s approval. You must obtain reasonable assurances from Sub-Agents that Sub-Agents will comply with these Terms. You are solely and strictly responsible for Sub-Agents’ performance, compliance with applicable laws, and compliance with these Terms.
  • 2.3. Limitation on Authority.  Your authority shall not extend beyond the limited authority as set forth in these Terms.  You have no authority to act in any way contrary to the laws and regulations governing the business of insurance or contract debts or obligations. You have no authority to bind or attempt to bind Company or its affiliates by any promise or agreement, including but not limited to, obligation to insure; or incur debt, expense, or liability in Company’s or its affiliates’ name.  You may not (i) rebate any premiums or commissions to any party; (ii) endorse checks made payable to Company; (iii) advertise or publish any matter or thing concerning Company without filing a proposed copy of such material with Company and obtaining approval, signed by an officer of Company; or (iv) undertake any act on behalf of Company other than expressly authorized herein. 
  • 2.4. Materials.  Company or a Carrier will supply promotional materials and applications for Products and shall determine all Product forms and rates to be used in connection with the Resources, and you agree to use only those materials, applications, forms, and rates, except as otherwise expressly authorized by Company or Carrier. In addition, you may not print, publish, or use in any way any circular, advertisement, letterhead, telephone directory advertisement, or other matter or material that includes the name of or refers to Company or a Carrier or their marks unless Company has given advance written approval thereof.
  • 2.5. Company Resources.  In using any resources provided by Company or its affiliates, including, without limitation, any marketing resources, technology resources, provision of contact information for individuals who are or may be interested in Products, customer relationship management software, receipt of any commissions from Carriers, contracts with Carriers for the distribution of Products, and sales and compliance content in any media (“Resources”), you shall use the Resources only for (i) the purpose of marketing and selling the Products and Services and (ii) recruitment or recommendation of Sub-Agents, and shall comply with all applicable law and instructions from Company regarding the use of the Resources.  You agree to adhere to all terms of use and terms of service pertaining to the Resources.  You are responsible and liable for any misuse of Resources relating to your access to the Resources.  
  • 2.6. Communications from Company.  You consent to communications from Company and its affiliates pertaining to the sale of Products and Services, including via email, texting, calls, recorded messages, and autodialer.  You may opt out of communications at any time by submitting a request to opt out to Company. 
  • 2.7. Social Media Policy. You may use third-party platforms, including social media accounts, for the solicitation and sale of the Products and Services and the recruitment or recommendation of Sub-Agents, provided that you (i) supply the Company with the handles or URLs linking to the profiles of these accounts; (ii) use these accounts in accordance with these Terms; (iii) agree to Company’s right to, upon notice to you, inspect, review, and potentially modify these accounts; and (iv) do not use these accounts in any way to violate or circumvent these Terms, including all obligations detailed in Section 3.1 below.
3. Regulatory Obligations
  • 3.1. Compliance with Laws and Policies.  You must, and must ensure that your Sub-Agents comply with, (i) all requirements as set forth in the contracts between you and the Carriers, including requirements pertaining to licensing, continuing education, and fees; (ii) the procedures, manuals, and policies of Company and Carriers, including all applicable terms relating to the use of the Resources; (iii) all laws, regulations, and applicable regulatory guidance relating to the solicitation and sale of the Products and Services; (iv) the Medicare Marketing Guidelines to the extent such guidelines are applicable to the Products and Services sold by you; (v) all laws, regulations, and applicable regulatory guidance relating to the recruitment or recommendation of Sub-Agents, including the Federal Trade Commission Act and state consumer protection laws, and (vi) all terms of use for third-party platforms, including social media accounts (e.g., Facebook, LinkedIn, TikTok).  
  • 3.2. Licensure.  You agree and agree to ensure that your Sub-Agents (i) obtain such professional licenses and Carrier appointments as necessary for you and Sub-Agents to sell the Products and Services, (ii) remain in good standing with respect to all such professional licenses and Carrier appointments, and (iii) remain knowledgeable about all laws, regulations, guidance, and Carrier requirements and obligations related to the Products and Services, including the successful completion of any specific or supplemental education or training programs.
  • 3.3. Monitoring, Reporting, and Corrective Action.  Company retains the right to audit and monitor your records, accounts, and materials to ensure compliance with these Terms. You must notify Company immediately if you or a Sub-Agent receive any communication indicating that you or a Sub-Agent is or may be out of compliance with any regulatory, licensure, or Carrier requirements.  In the event you engage in behavior which is unethical, violates applicable laws, regulations, guidelines, or these Terms, or harms the reputation of the Company or Carriers, the Company or Carriers may take appropriate corrective action, which may include additional training, immediate cessation of your marketing of Products and Services.  You agree to cooperate in the course of and promptly address any such corrective action.
  • 3.4. Errors and Omissions Insurance.  To the extent required by a Carrier, you shall, and shall ensure that all of you Sub-Agents, at all times carry Errors and Omissions liability insurance policy with the minimum coverage required by the applicable Carrier.  
  • 3.5. Outbound Communications. 
    • 3.5.1.     You and your Sub-Agents may not contact (or engage another entity to contact) any individuals via an autodialer, automated text, prerecorded message, artificial voice message, any third-party dialing service for the purpose of promoting the Products or Services unless you or the Sub-Agent obtain a proof of “prior express written consent,” as defined in 47 C.F.R. § 1200(f)(9).   Such consent must specifically identify the purpose for which the phone number is collected and the methods by which the recipient will be contacted.
    • 3.5.2. You and your Sub-Agents may not contact (or engage a vendor to contact) any individuals via a manual dial for the purpose of promoting the Products or Services unless you or the Sub-Agent obtain a proof of “prior express consent,” as defined in 47 C.F.R. § 1200.  Such consent must specifically identify the purpose for which the phone number is collected. 
    • 3.5.3. You and your Sub-Agents may not contact (or engage another entity to contact) any individuals who have not provided a prior express invitation to be contacted unless you (i) verify that the phone number is not on the Federal or State do-not-call registry and (ii) dial the number manually.
    • 3.5.4. You and your Sub-Agents must maintain an effective process by which individuals who request to opt out of communications are not contacted in the future.
    • 3.5.5.     You and your Sub-Agents may not employ any deceptive or abusive practices when contacting prospective customers or agents. 
  • 3.6. Protected Information about Customers.  Except as necessary to carry out your duties under these Terms, you may not use or disclose personally identifiable information (“PII”, including financial or health information) about individuals who seek to obtain Products and Services through Company or its affiliates.  You must treat PII as confidential, and limit access to PII to those individuals who need to use the information in connection with your services hereunder.  You will establish appropriate safeguards for safeguarding the PII within your control. 
  • 3.7. Relationships with Healthcare Providers.  You may not, and shall ensure that your Sub-Agents do not, enter into any referral arrangements with healthcare providers, pursuant to which any you or your Sub-Agents receive anything of value from healthcare providers in exchange for the referral of individuals to the healthcare provider. 
4. Confidentiality
  • 4.1. Confidential Information.  In the course of your relationship with Company, you will have access to confidential and proprietary information of Company and/or its affiliates, including, without limitation, (a) the methods and systems used in soliciting, selling, and providing Products and Services; (b) the names, addresses, telephone numbers, profiles, and other information regarding past, current, or prospective customer leads of the Company and its affiliates and of the Carriers; (c) information regarding the policies, and Products and Services; (d) policies, procedures, training information and techniques, commission structures, financial data, sales and marketing information; and (e) information concerning Company’s business relationship with the Carriers and its business relationship with other persons, firms, corporations, and other entities (individually and collectively referred to in these Terms as “Confidential Information”). For purposes of these Terms, Confidential Information shall be defined in its broadest possible terms as set forth above, specifically including, but not limited to, all information of the Company (including affiliate and predecessor entities), the unauthorized disclosure of which could be detrimental to the interest of the Company.
  • 4.2. Non-Disclosure.  You may use Confidential Information solely to sell Products and Services and recruit agents.  You may not, directly or indirectly, divulge, disclose, or communicate any Confidential Information to any person, firm, corporation or other entity for any reason except the direct performance of its responsibilities without the prior express written consent of the Company, unless such information: (a) is in the public domain through no wrongful act of yours; (b) has been rightfully received from a third party without restriction and without breach of these Terms; or (c) except as may be required by law.
  • 4.3. Ownership of Confidential Information.  All Confidential Information developed, created or maintained by Company and any Company property which you obtained from Company during your relationship with Company shall remain at all times the exclusive property of Company, including, without limitation, lists and information regarding customer and agent leads, contact information of Sub-Agents or other agents otherwise associated with the Company, agent handbooks, and other policies. You agree to return to the Company all such property and Confidential Information, and reproductions thereof, that are in his or her possession immediately upon request. You also agree that you will not, in any manner, use the Confidential Information or any of the Company’s property (i) for your direct or indirect commercial purposes outside these Terms or (ii) against the best interests of Company at any time.  
5. Indemnification 
  • You agree to indemnify and hold harmless Company, its affiliates, and its respective officers, directors, agents, and employees from any and all Indemnified Losses which are incurred, sustained, or suffered because of, arising out of, or as a result of (i) any acts or omissions relating to your marketing or sales of Products and Services; (ii) the acts or omissions of any Sub-Agent, employee, independent contractor, subcontractor, vendor, or anyone directly or indirectly engaged by you in connection with these Terms; or (iii) any breach of your obligations and representations under these Terms.   The term “Indemnified Losses” means all liability, claims, demands, obligations, assessments, loss, cost, damages, and expenses, of any nature, contingent or otherwise, including, without limitation, any and all judgments, decrees, equitable relief, extraordinary relief, settlements, awards, attorney’s fees, court costs, punitive damages, and arbitration costs, including arbitrators’ fees. Company shall be entitled to use counsel of its own choosing, shall be entitled to determine the validity of the Indemnified Loss, and shall not be required to notify you of the existence or progress of any claims or Indemnified Loss as a condition precedent to requiring payment by you to the Indemnified Party for an Indemnified Loss. To secure your promise of indemnification, you assign to Company and agrees to execute any additional instruments or documents necessary to perfect a continuing security interest to Company in all commissions or advances otherwise payable to you by Company, to the extent necessary to satisfy Company for any such Indemnified Losses. This assignment is given to Company to secure your obligations as set forth in herein. Company therefore has the right to withhold commissions relating to this indemnity.
6. Limitation of Liability
  • ALL RESOURCES ARE PROVIDED “AS IS.”  COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF ANY RESOURCE.  TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, (I) NEITHER COMPANY NOR ITS AFFILIATES WILL HAVE ANY LIABILITY TO YOU WITH RESPECT TO ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, MULTIPLE, PUNITIVE OR OTHER INDIRECT DAMAGES, ARISING OUT OF THESE TERMS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) IN NO EVENT WILL COMPANY’S AND ITS AFFILIATES’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS (UNDER ANY THEORY OF LIABILITY) EXCEED THE COMPENSATION PAID BY COMPANY TO YOU UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE APPLICABLE CLAIM.
7. Miscellaneous
  • 7.1. Dispute Resolution. All claims, disputes, and controversies arising out of or in any manner relating to these Terms or any other agreement executed in connection with these Terms, or to the performance, interpretation, application or enforcement hereof, including but not limited to occurrence hereof (in each case, “Dispute”), shall be submitted to binding, non-appealable arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in force at the time the demand is filed, unless the parties mutually agree otherwise. Either party may within sixty (60) days from the date of such unsuccessful mediation or one (1) year from the date of the alleged occurrence resulting in the Dispute, whichever is later, make a demand for arbitration by filing a demand in writing with the other party and serving the same by depositing it in the U.S. Mail, certified mail, return receipt requested. Each of the parties shall choose, within sixty (60) days after demand for arbitration is made, its arbitrator and the two appointed arbitrators shall choose a third arbitrator possessing the same qualifications. All arbitration hearings conducted hereunder, and all judicial proceedings to enforce any of the provisions hereof, shall take place in Dallas County, Texas. The hearing before the arbitrators of the matter to be arbitrated shall be at the time and place within said County as is selected by the arbitrators. The decision of any two arbitrators with respect to a Dispute shall be binding and conclusive and non-appealable and shall be submitted to the court for confirmation with the same effect as a judgment. Each of the parties hereby irrevocably waives punitive, exemplary, consequential, and other non-compensatory damages in connection with any arbitration award with respect to any dispute.
  • 7.2. Applicable Law and Venue.  These Terms shall be governed by the laws of the State of Texas. Exclusive venue with respect to all matters hereunder shall be Dallas County, Texas. COMPANY AND YOU HEREBY WAIVE RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THESE TERMS.
  • 7.3. Severability. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in these Terms shall not affect the enforceability of the remaining portions of these Terms or any part hereof.
  • 7.4. Waiver. No waiver of any of the provisions of these Terms shall be deemed or shall constitute a waiver of any other provision hereof, whether or not similar, nor shall any such waiver constitute a continuing waiver unless otherwise expressly so provided.
  • 7.5. Amendment. Company may amend these Terms from time to time. If such amendments are material, Company will provide notice to you of the amendment and effective date. If you disagree with the amendment, you may discontinue your use of the Resources and the sale of the Products and Services.  Except as set forth in this paragraph, these Terms constitutes the entire agreement between the parties and supersedes and replaces any and all prior agreements between the parties.