INSURANCE AGENT JOINING THE FINSYNC NETWORK
Agreement and Acceptance of Terms
Agent Understands That:
By accepting this Agreement, or by using the services provided by FINSYNC, Agent represents that Agent has the capacity to be and agrees to be bound by this Agreement.
Agent will not have access to the service if Agent does not agree to all the terms of this Agreement and any future amendments.
Description of Services
FINSYNC provides an all-in-one payments platform that helps businesses centralize control of payments, automate accounting, process payroll, and manage cash flow (the “Software”), and connect with members of the FINSYNC Network (the “Network”) for banking, financing, accounting and insurance needs (collectively, the “Services”);
Agent is in the business of providing insurance coverage to individuals and businesses through policies offered in-house or through third parties (collectively, the “Policies”);
Agent has caused, or will enter into FINSYNC’s database (the “FINSYNC Services Portal”) the types of coverage and Policies available to be written by the Agent along with a range of fees, and will continue to maintain and update such Policies and range of fees in the FINSYNC Services Portal; and
Each party desires to enter into this Agreement so that FINSYNC, as part of its Services, can refer Agent to businesses (“Clients”) in need of Policies, so that the Agent can refer FINSYNC to businesses in need of the Software, and to provide a source of revenue for referrals (the “Revenue Share”).
FINSYNC will use commercially reasonable efforts to refer Clients to the Agent when, in FINSYNC’s discretion, the needs and expectations of such Clients align with the Policies maintained by the Agent in the Services Portal.
The Agent will have the option of enabling a marketing landing page as an extension of the FINSYNC website in addition to other co-branded material and promotional codes.
The Agent will use commercially reasonable efforts to refer businesses in need of the Software to FINSYNC.
FINSYNC is responsible for all customer support-related matters regarding the FINSYNC Service, and the Agent is responsible for all customer support-related matters regarding the Policies.
High Client Expectations
The Agent acknowledges and agrees that the Clients that seek to be matched with the Agent through FINSYNC have high expectations with respect to the service to be provided by the Agent. As such, the Agent shall use its commercially reasonable efforts to provide Policies in a timely and ethical manner, and in a manner that meets or exceeds industry standards. If requested by FINSYNC, Agent agrees to allow FINSYNC to perform a background check as part of the onboarding process, which shall be authorized in writing by the Agent.
The Agent will have permission to use FINSYNC’s name, logo and other marketing materials in an effort to acquire new Clients and FINSYNC will have permission to use the Agent’s name and logo to refer Clients to the Agent. Each party shall comply in all respects with the other party’s brand policies and standards before using such party’s logos and other trademarks in public.
FINSYNC is responsible for all billing for the FINSYNC Software and Service. Agent will bill for the Policies.
Revenue Sharing to the Agent
After Agent has referred one customer who subscribes to the Software or Services, Agent will be presented a revenue share agreement that will provide Agent a source of revenue on subscription fees and any applicable transaction, payroll processing, services and financing fees.
Cost of Membership
The cost to join the Network is $125 per month (the “Fee”). Agents who join the Network as a Charter Member will have the Charter Member price and other benefits.
“Confidential Information” means all information that is confidential, proprietary or non-public personal information provided by one party (the “disclosing party”) to the other party (the “receiving party”) for use in connection with this Agreement but does not include (i) information the receiving party already knows, (ii) information that becomes generally available to the public except as a result of disclosure by the receiving party in violation of this Agreement, and (iii) information that becomes known to the receiving party from a source other than the disclosing party on a non-confidential basis. Confidential Information also includes the terms of this Agreement; non-public personal or financial information relating to a party’s employees, customers or clients; all trade secrets, processes, proprietary data, information or documentation, or any pricing or product information the disclosing party provides to the receiving party.
Protection of Confidential Information
Each party shall hold and deal with in strict confidentiality the Confidential Information of the other party. Each party shall establish administrative, technical and physical safeguards and adopt the following measures to protect the confidentiality of Confidential Information of the other party: (i) hold all Confidential Information in the strictest of confidence; (ii) safeguard all Confidential Information with the same degree of care to avoid unauthorized disclosure as it uses to protect its own Confidential Information of a similar nature, which necessarily includes the care required by applicable law; (iii) insure the security of Confidential Information; (iv) protect against any anticipated threats or hazards to the security or integrity of Confidential Information; and (v) protect against unauthorized access to or use of Confidential Information that would result in substantial harm or inconvenience to either party. Neither party shall use, or assist or permit another party to use, any of the other party’s Confidential Information for any purposes other than the performance of its duties hereunder.
All Confidential Information disclosed under this Agreement will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential information, but in no event less than a reasonable degree of care, discretion and diligence. Without limiting the generality of the foregoing sentence, neither part shall disclose any Confidential Information that is non-public personal information to any third party, except as required in the performance of such party’s obligations under this Agreement. The receiving party will limit access to Confidential Information to its employees with a need to know the Confidential Information and will instruct those employees to keep the information confidential. Notwithstanding the foregoing, the receiving party may disclose Confidential Information (i) to the extent necessary to comply with any law, rule, regulation or ruling applicable to it, (ii) as appropriate to respond to any summons or subpoena or in connection with any litigation, and (iii) to the extent necessary to enforce its rights under this Agreement. Upon the request of the disclosing party, the receiving party will return or destroy all Confidential Information of the disclosing party that is in its possession.
Termination for Convenience
Each party may terminate this Agreement by sending written notice of termination to an officer of the other party. Any right or obligation of the Parties or provision in this Agreement which, by its express terms is to survive termination of this Agreement, will survive any such termination.
Effect of Termination
Upon termination of this Agreement for any reason, both parties shall no longer engage in any referral or marketing activities as described above and to the extent possible, remove materials from digital publications.
Compliance with Applicable Law
FINSYNC and the Agent shall comply with all applicable federal, state and local laws in connection with the performance of their respective obligations under this Agreement.
This Agreement will be governed by and construed in accordance with the laws of the State of Georgia.
The relationship created by this Agreement is non-exclusive, and no market or geographic exclusivity is granted to either party. Other than as set forth herein, under no circumstances shall this Agreement limit the right of the parties to solicit third parties, offer products, or market any products or services of third parties.
Relationship of the Parties
The Agent acknowledges and agrees that the Agent is a third party vendor, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between the Agent and FINSYNC for any purpose. The Agent has no authority (and the Agent shall not hold itself out as having authority) to bind FINSYNC and shall not make any agreements or representations on FINSYNC’s behalf without FINSYNC’s prior written consent.
Without the prior written consent of FINSYNC, the Agent shall not offer, market or promote to any Client, who is using or desiring to use the Software, any product or solution that is competitive with the Software. To avoid confusion, this statement shall mean, if FINSYNC refers Agent to a Client who is or wants to use the Software, Agent shall not suggest a competing solution without first seeking written consent from FINSYNC.
This Agreement shall be binding on and shall inure to the benefit of the parties and their respective successors in interest and assigns. If this Agreement is assigned, the assignee shall agree to be bound by the provisions of this Agreement. Either party to this Agreement may assign this Agreement (including by operation of law or through a merger or similar change of control transaction) without the prior written consent of the other party.
The parties may add additional terms to this Agreement including additional programs, promotions and revenue sharing opportunities that are customary for promotions of this nature, including but not limited to those related to custom software development, working with bank partners, creating new markets, by incorporating additional terms and conditions in one or more Addenda to this Agreement signed by both parties.
Indemnification by FINSYNC
FINSYNC shall defend, indemnify and hold the Agent harmless from and against any claims made against the Agent by third parties which are attributable to or arise from: (i) a breach by FINSYNC of any covenant, obligation or other provision under this Agreement; (ii) FINSYNC’s violation of any applicable law; (iii) infringement of intellectual property rights, contract rights or tort rights (including the right of publicity or right of privacy) of any third party; and (iv) any act or omission of FINSYNC including, without limitation, any acts or omissions relating to customer privacy, applicable law, appropriate approvals and licenses, and FINSYNC agrees to promptly pay and fully satisfy any and all losses, judgments or expenses, including, without limitation, costs of settlement, reasonable attorneys’ fees, accounting fees, expert costs and fees, incurred or sustained by the Agent as a result of any claims.
Indemnification by the Agent
The Agent shall defend, indemnify and hold FINSYNC harmless from and against any claims made against FINSYNC by third parties which are attributable to or arise from: (i) a breach by the Agent of any covenant, obligation or other provision under this Agreement, (ii) the Agent’s violation of any applicable law; (iii) infringement of intellectual property rights, contract rights or tort rights (including the right of publicity or right of privacy) of any third party; and (iv) any act or omission of the Agent including, without limitation, any acts or omissions relating to customer privacy, applicable law, appropriate approvals and licenses, and the Agent agrees to promptly pay and fully satisfy any and all losses, judgments or expenses, including, without limitation, costs of settlement, reasonable attorneys’ fees, accounting fees, expert costs and fees, incurred or sustained by FINSYNC as a result of any claims.
The indemnified party shall: (i) promptly notify the indemnifying party in writing of any losses for which the indemnified party seeks indemnification, provided however, that failure to give such notice shall not relieve the indemnifying party of any liability hereunder (except to the extent the indemnifying party has suffered actual material prejudice by such failure); (ii) provide reasonable cooperation, at the indemnifying party’s expense, to the indemnifying party and its legal representatives in the investigation of any matter which is the subject of indemnification; and (iii) permit the indemnifying party full control over the defense and settlement of any matter subject to indemnification; provided that, the indemnifying party shall not enter into any settlement that affects the indemnified party’s rights or interests without the indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed. The indemnified party shall have the right to participate in the defense at its expense.
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof. No change, addition or amendment will be made except by written document signed by the parties hereto.
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