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TechCompare Agreement
The Platform Agreement provides the general terms and conditions of your company’s use of the TechCompare platform. It establishes a mutual limited license for the use of certain intellectual property in connection with the platform. It also sets forth, among other things, confidentiality, security and other minimum requirements for continued use of the platform.
PLATFORM AGREEMENT
This Platform Agreement (“Agreement”) is made effective as of the date executed (“Effective Date”) between your company (“Provider”) and Trusted Choice, Inc. (“Trusted Choice”) (each individually a “Party” and collectively, the “Parties”).
Whereas, Provider is a company that provides services to insurance agents and brokers which Provider believes may be beneficial to certain IIABA agents and brokers;
Whereas, Trusted Choice and Provider desire that Provider market, list and have its services reviewed by IIABA agents and brokers, through a new service provider review platform currently referred to as TechCompare (“Platform”);
Whereas, Provider may be a Company Partner or supporter of Trusted Choice (“TC Company Partner”) and/or a supporter of Trusted Choice and/or member of the Agents Council for Technology (“ACT”) of the Independent Insurance Agents & Brokers of America, Inc. (“ACT Member”) and may be designated as such on the Platform if the terms and conditions for such are met;
Now, therefore, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
I. Appointment and Relationship
A. Trusted Choice hereby approves Provider to list the services (“Services”) it provides to insurance agents and brokers for informational purpose on the Platform, subject to the terms and conditions of this Agreement. Provider is solely a participant on the Platform and not a franchisee, partner, employee, independent contractor or agent of Trusted Choice. Nothing in this Agreement or in connection with this relationship shall in any way imply a joint venture or partnership between Trusted Choice, its affiliates and Provider, or otherwise create any ownership interests or any common enterprise between the parties.
II. Scope of Agreement
A. Provider Responsibilities
1. Provider agrees to:
a. Provide and maintain all information on its Services needed to list a profile page on the Platform;
b. Comply with all reasonable rules and guidelines that Trusted Choice sets forth for the Platform, including but not limited to the Terms of Service set forth in Exhibit A.
c. Notify Trusted Choice promptly of any reviews that Provider has reason to believe may violate the Terms of Service.
d. Represent and warrant that the Provider shall comply with the terms of Section VII, “Minimum Requirements” set forth below.
2. Provider further agrees that any and all marketing communications to Trusted Choice agents and brokers that reference Trusted Choice or its affiliates in any format or medium shall require the prior, express written approval of Trusted Choice, and that Trusted Choice may approve or deny such communications in its sole discretion.
B. Trusted Choice Responsibilities
1. Trusted Choice will provide guidance to Provider in connection with initiating and maintaining its listing on the Platform.
III. Term of Agreement and Termination
A. The term of this Agreement shall be for one year, commencing on the Effective Date. This Agreement shall automatically renew from year to year thereafter for successive one (1) year renewal periods. Upon any automatic renewal, all of the terms and conditions herein shall continue in full force and effect unless and until terminated in accordance with this Agreement.
B. Although the initial term of the Agreement will not require any payment by Provider to Trusted Choice, Trusted Choice may, in its sole discretion, decide to charge fees, royalties or other payments in connection with listing on the Platform or other related services at any time upon at least 30 (thirty) days’ written notice.
C. Notwithstanding anything to the contrary in this Agreement: 1) either party may terminate this Agreement prior to the Termination Date for any reason or no reason by giving thirty (30) days’ advance written notice to the other party; and 2) either party may terminate this Agreement for cause by giving seven (7) days’ advance written notice to the other party in the event of a material breach of this Agreement by the other party; fraud, insolvency, bankruptcy or receivership of the other party; breach of duties under this Agreement by the other party; or gross negligence, willful misconduct, or persistent or prolonged neglect by the other party. Moreover, Trusted Choice may immediately suspend, bar or remove Provider indefinitely from the Platform for any reason or no reason at all; provided, however, Trusted Choice will endeavor to provide a written notice to Provider describing such action as soon practicable.
IV. Intellectual Property Ownership
A. The parties, their affiliates and licensors own all right, title and interest in and to any and all copyrights, trademark rights, patent rights, database rights and other intellectual property or other rights in and to their own existing data, intellectual property, any improvements, design contributions or derivative works thereto, and any knowledge or processes related thereto and/or provided hereunder. As between TC and Provider, Provider acknowledges and agrees that TC shall own all intellectual property rights in and to all material that TC creates, furnishes, makes available or collects on behalf of TC agents and brokers in connection with the Platform. Provider further agrees that TC has sole discretion and control over the development, maintenance and use of the Platform.
B. Provider represents and warrants it is the owner of any intellectual property relating to this Agreement, has all rights to grant a license to any such intellectual property to Trusted Choice and its members, and is not in violation of any agreement which could affect the ownership of such intellectual property or licensing thereof.
C. Provider represents and warrants that the Services and materials related thereto will not contain text, images or other materials that (i) infringe the copyright, trademark, trade secret or rights of privacy or publicity of any third party, (ii) constitute a defamation, libel or slander against any third party, or (iii) constitute any unfair or deceptive trade practices.
V. Use of Trademarks
A. Provider acknowledges that IIABA has the exclusive right to the name “Trusted Choice®” and all other logos and trademarks owned/created by IIABA or any of its subsidiaries or affiliates, and that IIABA has the exclusive right to use and control the use of the Trusted Choice® name and logo and all of the other logos and trademarks owned/created by IIABA and/or any of its subsidiaries or affiliates.
B. Each party grants the other a limited license to use their respective names, trademarks, logos and services marks (collectively, the “Marks”) in marketing and advertising collateral solely in connection with and subject to the terms of this Agreement; provided such use is in compliance with the other party’s trademark usage guidelines and policies. The foregoing license grant includes a party’s right to: (a) display the Marks of the other party on the Platform or on its website when promoting the Platform or the other party; (b) describe the parties’ business relationship on its website; and (c) include a link from its website to the other party’s website. Such licenses will be nonexclusive, royalty-free, temporary licenses only.
C. Provider acknowledges and agrees to the License Agreement attached hereto as Exhibit C if a TC Company Partner and/or Exhibit D if an ACT Member, as applicable, and incorporated as if set forth fully herein.
VI. Confidential Information
A. Prior to and during the term of this Agreement, Provider acknowledges that Provider has had and may have access to information about Trusted Choice, IIABA, its subsidiaries, affiliates and members. Such Confidential Information may include, without limitation, information about trade secrets, costs, members lists, markets, strategies, plans for future development and any other development, and any other information about or owned by Trusted Choice, IIABA, its subsidiaries, affiliates and members.
B. Provider expressly agrees that during the term of this Agreement and after its expiration or termination, Provider shall not use, furnish or disclose any Confidential Information to any other person or entity without the prior written consent of Trusted Choice, which Trusted Choice may give or withhold in its sole discretion. Provider agrees to advise its employees and Providers who provide services in connection with this Agreement of these non-disclosure requirements and to obtain their agreement in writing to abide by these requirements. Provider will protect the confidentiality of Trusted Choice’s Confidential Information in at least the same or stronger manner it protects the confidentiality of its own proprietary and confidential information and, in no event, less than in a commercial reasonable manner. Notwithstanding the foregoing, Provider may disclose Confidential Information when required by law, regulation, or court order; however, Provider shall provide notice to Trusted Choice as soon as practicable of any request for disclosure of Confidential Information and shall assist Trusted Choice, at Trusted Choice’s expense, in pursuing a protective order or similar remedy that prevents or limits disclosure of Confidential Information.
C. Provider acknowledges that, as between the parties, all Confidential Information it receives from Trusted Choice, including all copies thereof in Provider’s possession or control is proprietary to and exclusively owned by Trusted Choice. Nothing in this Agreement grants Provider any right, title or interest in or to any of Trusted Choice’s Confidential Information. Provider’s incorporation of Confidential Information into any of its own materials will not render Confidential Information non-confidential. Provider represents and warrants that they have established and will maintain an Information Security Program. Information Security Program is defined as a comprehensive system of safeguards that complies with (or exceeds the requirements of) information privacy and security policies, applicable laws and regulations and prevailing industry information privacy and security practices and standards. Provider will, and will require its agents and contractors to, regularly test key controls, systems and procedures relating to the Information Security Program. Provider will notify the other promptly of any material known or suspected unauthorized use, access, loss, disclosure, alteration, modification, or destruction of Confidential Information (each, a “Security Breach”). Provider will promptly investigate each Security Breach, provide the other with a detailed written statement describing the circumstances surrounding each Security Breach, develop and provide a proposed remediation plan to address the Security Breach and prevent any further incidents, and implement the proposed remediation plan promptly. Provider will, at its own expense, take all necessary and customary measures to mitigate the harmful effects of any Security Breach, including by notifying affected individuals and all applicable authorities as requested by the other party or required by applicable law or regulations.
D. The obligations established in this provision shall survive indefinitely the expiration or termination of this Agreement.
VII. Minimum Requirements
A. Provider represents and warrants that the Services provided to Trusted Choice agents and brokers shall be rendered with promptness and diligence and shall be executed in a diligent, professional and workmanlike manner, consistent with industry best practices, performance standards and service levels.
B. Provider represents and warrants that the Services provided to Trusted Choice agents shall comply with all applicable laws, rules and regulations.
C. Provider has, and shall maintain through the term of this Agreement, liability insurance adequate to provide coverage for any claims or liabilities that may arise out of or relate to this Agreement in at least minimum amounts of $1,000,000.
D. Provider has, and shall maintain through the term of this Agreement, all permits and licenses to lawfully perform the Service anticipated by this Agreement. Provider agrees to provide Trusted Choice with evidence of the required insurance and all permits and licenses upon request.
E. Provide agrees to the Standard Terms and Conditions set forth in Exhibit A and the Terms of Use set forth in Exhibit B hereto and which shall be incorporated as if set forth fully herein.
By using indicating your consent and using the Platform, this Site, you agree and consent to all terms and conditions of the Platform Agreement. If you do not agree to comply with the terms and conditions incorporated herein, you do not have permission to use the Platform. Trusted Choice may change these terms and conditions at any time by posting them on the Platform, and you must abide by the revised terms when posted in order to have permission to continue to use the Platform Agreement. You agree to review the terms and conditions periodically, so you are informed about any changes to them. This is a legally binding contract.
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Standard Terms and Conditions
A. Relationship. Nothing in this Agreement shall restrict or limit the parties’ ability to contract with or provide services to other entities in any industry; however, during the term of this Agreement, Provider acknowledges and agrees that Trusted Choice and Provider agree that this Agreement is not intended to create any agency relationships of any kind between Trusted Choice and Provider or between Trusted Choice and any other party with whom Provider has contracted relating to Services referenced in this Agreement.
Notwithstanding the identification of “Provider” in this Agreement, neither party will be considered the legal partner of the other party in any respect, and nothing in this Agreement or in the performance hereof will create or imply any joint venture, franchisee-franchisor relationship, or principal-agent relationship between the parties. Neither party will have any right, power or authority to create any obligation, express or implied, on behalf of the other party.
Nothing contained in this Agreement shall be construed to create the relationship of employer and employee between the Parties or between TC and Provider’s employees and contractors. Provider and its employees and contractors shall not be entitled to any benefits accorded to TC’s employees.
B. Indemnification. Each party agrees to indemnify, defend and hold harmless the other party (“Indemnified Party”) against any and all demands, claims, damages, losses, liabilities, judgments or settlements including, without limitation, reasonable attorneys’ fees and costs of investigation and defense incident thereto (collectively “Claims”), arising out of or relating to the indemnifying party’s acts or omissions, except to the extent that the Indemnified Party’s acts or omissions caused the Claim. Additionally, Provider agrees to indemnify, defend and hold harmless Trusted Choice against any and all Claims arising out of or relating to Provider’s breach of any of its representations and warranties in this Agreement. Each party shall promptly notify the Indemnified Party in writing upon receipt of any Claim or legal action arising out of activities or work conducted pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, if Trusted Choice is the Indemnified Party, Trusted Choice shall have the right to select its legal counsel and control the defense to any Claim. The rights and responsibilities established in this provision shall survive indefinitely the expiration or termination of this Agreement.
C. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, TRUSTED CHOICE AND ITS PARENT AND AFFILIATES SHALL NOT BE LIABLE TO PROVIDER FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR NON-DIRECT DAMAGES; FOR ANY TYPE OF DAMAGES MEASURED BY REFERENCE TO LOST OR FORGONE REVENUES, PROFITS, EARNINGS, INCOME, OR OTHER FINANCIAL METRICS OR A MULTIPLE OF LOST OR FORGONE REVENUES, PROFITS, EARNINGS, INCOME, OR OTHER FINANCIAL METRICS; FOR LOSS OF BUSINESS OPPORTUNITIES; OR FOR REPUTATIONAL HARM. MOREOVER, TRUSTED CHOICE’S MAXIMUM AGGREGATE LIABILITY TO PROVIDER SHALL NOT EXCEED THE COMPENSATION PAID TO PROVIDER DURING THE TERM OF THIS AGREEMENT. THE TERMS OF THIS LIMITATION OF LIABILITY PROVISION SHALL SURVIVE INDEFINITELY THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
D. Entire Agreement/Amendments. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, supersedes all prior understandings and writings concerning the subject matter hereof, and may be amended or modified only by a writing signed by the parties. Provider acknowledges and agrees that when entering this Agreement it is relying only on the terms set forth herein and is not relying on any representations, understandings, writings, or other information outside of this Agreement. Notwithstanding the foregoing, the terms of the parties’ Agreement that expressly survive termination or expiration of that agreement shall continue to survive as relates to that agreement only.
E. Severability. If any term of this Agreement is to any extent illegal, invalid, or incapable of being enforced, such term shall be excluded to the extent of such illegality, invalidity, or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the illegal, invalid, or unenforceable term shall be deemed replaced by a term that is legal, valid, and enforceable and that comes closest to expressing the intention of such illegal, invalid, or unenforceable term.
F. Waiver. The failure of either party to insist upon strict performance of any of the terms or provisions of this Agreement or to exercise any rights or remedies contained in this Agreement shall not be construed as a waiver or as a relinquishment for the future of such terms, provisions, rights or remedies. Neither this Agreement nor any provisions herein may be changed, waived or discharged, except by an instrument in writing signed by the parties.
G. Assignment/Transfer. This Agreement shall not be assigned or subcontracted by either party, in whole or in part, without the prior written approval of the other party. This Agreement shall be binding upon, and inure to the benefit of, Trusted Choice and its successors and permitted assigns and Provider and its successors and permitted assigns.
H. Captions. The captions of each paragraph of this Agreement are inserted solely for the reader’s convenience, and are not to be construed as part of the Agreement.
I. Notices. When either party desires or is required to give notice to the other party pursuant to any term of this Agreement, the notice shall be in writing and: (i) delivered personally; (ii) sent by a nationally recognized overnight delivery service (such as, but not limited to, FedEx), all charges prepaid; (iii) sent by U.S. Postal Service certified mail, return receipt requested, postage prepaidl or (iv) in the case of notice to Provider, sent by email provided. All notices shall be delivered or sent to the address for each party set forth below or such other address as either party notifies the other of in accordance with the terms of this Agreement. Notices shall be deemed to have been given upon receipt or refusal to accept by the party to which the notice is delivered or sent.
If to Trusted Choice:
Trusted Choice Inc.
127 South Peyton Street
Alexandria, Virginia 22314
Attention: Office of the General Counsel
If to Provider: The physical and/or email address in its profile on the Platform.
J. Governing Law; Venue. The law of the Commonwealth of Virginia, including its statutes of limitations and without reference to any conflict of laws principles, shall be applied to any claim, matter, or dispute between the parties or when governing, construing, or enforcing any of the rights or duties of the parties arising from or relating in any way to the subject matter of this Agreement. By execution of this Agreement, the parties expressly submit to the exclusive jurisdiction of the state and federal courts in Alexandria, Virginia for resolution of any claim, matter, or dispute arising from or relating in any way to the subject matter of this Agreement.
K. Facsimile or Scanned Signatures; Counterparts. This Agreement may be executed by the parties through the exchange of facsimile or scanned signatures or through the use of electronic signatures, and such signatures shall be of the same force and effect as original signatures; provided, however, that each party agrees to deliver to the other party an original signature on the document promptly following the exchange of facsimile or scanned signatures. This Agreement may be signed by the Parties in counterparts, each of which shall be deemed an original, and all of which together shall constitute only one original.
L. Signature Authority. The individuals executing this Agreement represent and warrant that they have authority to enter into this Agreement on behalf of the party for which they are signing and that the parties have authority to enter into this Agreement.
Standard Terms and Conditions
A. Relationship. Nothing in this Agreement shall restrict or limit the parties’ ability to contract with or provide services to other entities in any industry; however, during the term of this Agreement, Provider acknowledges and agrees that Trusted Choice and Provider agree that this Agreement is not intended to create any agency relationships of any kind between Trusted Choice and Provider or between Trusted Choice and any other party with whom Provider has contracted relating to Services referenced in this Agreement.
Notwithstanding the identification of “Provider” in this Agreement, neither party will be considered the legal partner of the other party in any respect, and nothing in this Agreement or in the performance hereof will create or imply any joint venture, franchisee-franchisor relationship, or principal-agent relationship between the parties. Neither party will have any right, power or authority to create any obligation, express or implied, on behalf of the other party.
Nothing contained in this Agreement shall be construed to create the relationship of employer and employee between the Parties or between TC and Provider’s employees and contractors. Provider and its employees and contractors shall not be entitled to any benefits accorded to TC’s employees.
B. Indemnification. Each party agrees to indemnify, defend and hold harmless the other party (“Indemnified Party”) against any and all demands, claims, damages, losses, liabilities, judgments or settlements including, without limitation, reasonable attorneys’ fees and costs of investigation and defense incident thereto (collectively “Claims”), arising out of or relating to the indemnifying party’s acts or omissions, except to the extent that the Indemnified Party’s acts or omissions caused the Claim. Additionally, Provider agrees to indemnify, defend and hold harmless Trusted Choice against any and all Claims arising out of or relating to Provider’s breach of any of its representations and warranties in this Agreement. Each party shall promptly notify the Indemnified Party in writing upon receipt of any Claim or legal action arising out of activities or work conducted pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, if Trusted Choice is the Indemnified Party, Trusted Choice shall have the right to select its legal counsel and control the defense to any Claim. The rights and responsibilities established in this provision shall survive indefinitely the expiration or termination of this Agreement.
C. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, TRUSTED CHOICE AND ITS PARENT AND AFFILIATES SHALL NOT BE LIABLE TO PROVIDER FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR NON-DIRECT DAMAGES; FOR ANY TYPE OF DAMAGES MEASURED BY REFERENCE TO LOST OR FORGONE REVENUES, PROFITS, EARNINGS, INCOME, OR OTHER FINANCIAL METRICS OR A MULTIPLE OF LOST OR FORGONE REVENUES, PROFITS, EARNINGS, INCOME, OR OTHER FINANCIAL METRICS; FOR LOSS OF BUSINESS OPPORTUNITIES; OR FOR REPUTATIONAL HARM. MOREOVER, TRUSTED CHOICE’S MAXIMUM AGGREGATE LIABILITY TO PROVIDER SHALL NOT EXCEED THE COMPENSATION PAID TO PROVIDER DURING THE TERM OF THIS AGREEMENT. THE TERMS OF THIS LIMITATION OF LIABILITY PROVISION SHALL SURVIVE INDEFINITELY THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
D. Entire Agreement/Amendments. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, supersedes all prior understandings and writings concerning the subject matter hereof, and may be amended or modified only by a writing signed by the parties. Provider acknowledges and agrees that when entering this Agreement it is relying only on the terms set forth herein and is not relying on any representations, understandings, writings, or other information outside of this Agreement. Notwithstanding the foregoing, the terms of the parties’ Agreement that expressly survive termination or expiration of that agreement shall continue to survive as relates to that agreement only.
E. Severability. If any term of this Agreement is to any extent illegal, invalid, or incapable of being enforced, such term shall be excluded to the extent of such illegality, invalidity, or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the illegal, invalid, or unenforceable term shall be deemed replaced by a term that is legal, valid, and enforceable and that comes closest to expressing the intention of such illegal, invalid, or unenforceable term.
F. Waiver. The failure of either party to insist upon strict performance of any of the terms or provisions of this Agreement or to exercise any rights or remedies contained in this Agreement shall not be construed as a waiver or as a relinquishment for the future of such terms, provisions, rights or remedies. Neither this Agreement nor any provisions herein may be changed, waived or discharged, except by an instrument in writing signed by the parties.
G. Assignment/Transfer. This Agreement shall not be assigned or subcontracted by either party, in whole or in part, without the prior written approval of the other party. This Agreement shall be binding upon, and inure to the benefit of, Trusted Choice and its successors and permitted assigns and Provider and its successors and permitted assigns.
H. Captions. The captions of each paragraph of this Agreement are inserted solely for the reader’s convenience, and are not to be construed as part of the Agreement.
I. Notices. When either party desires or is required to give notice to the other party pursuant to any term of this Agreement, the notice shall be in writing and: (i) delivered personally; (ii) sent by a nationally recognized overnight delivery service (such as, but not limited to, FedEx), all charges prepaid; (iii) sent by U.S. Postal Service certified mail, return receipt requested, postage prepaidl or (iv) in the case of notice to Provider, sent by email provided. All notices shall be delivered or sent to the address for each party set forth below or such other address as either party notifies the other of in accordance with the terms of this Agreement. Notices shall be deemed to have been given upon receipt or refusal to accept by the party to which the notice is delivered or sent.
If to Trusted Choice:
Trusted Choice Inc.
127 South Peyton Street
Alexandria, Virginia 22314
Attention: Office of the General Counsel
If to Provider: The physical and/or email address in its profile on the Platform.
J. Governing Law; Venue. The law of the Commonwealth of Virginia, including its statutes of limitations and without reference to any conflict of laws principles, shall be applied to any claim, matter, or dispute between the parties or when governing, construing, or enforcing any of the rights or duties of the parties arising from or relating in any way to the subject matter of this Agreement. By execution of this Agreement, the parties expressly submit to the exclusive jurisdiction of the state and federal courts in Alexandria, Virginia for resolution of any claim, matter, or dispute arising from or relating in any way to the subject matter of this Agreement.
K. Facsimile or Scanned Signatures; Counterparts. This Agreement may be executed by the parties through the exchange of facsimile or scanned signatures or through the use of electronic signatures, and such signatures shall be of the same force and effect as original signatures; provided, however, that each party agrees to deliver to the other party an original signature on the document promptly following the exchange of facsimile or scanned signatures. This Agreement may be signed by the Parties in counterparts, each of which shall be deemed an original, and all of which together shall constitute only one original.
L. Signature Authority. The individuals executing this Agreement represent and warrant that they have authority to enter into this Agreement on behalf of the party for which they are signing and that the parties have authority to enter into this Agreement.
License Agreement
(Applicable if Provider is a TC Company Partner)
The following are the terms of the license agreement (“License Agreement”) between Independent Insurance Agents & Brokers of America, Inc. (“IIABA”) and Provider TC Company Partner (“Licensee”). In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. This Agreement is effective as of the signature date by Licensee and will remain in effect until terminated pursuant to the terms of this Agreement.
2. Licensee acknowledges that Independent Insurance Agents & Brokers of America, Inc. (“IIABA”), the national trade association and parent of Trusted Choice, is the sole owner of Federal Trademark Nos. 2,863,176, 3,819,974, and 4,319,002, among others, and all related common law marks, as well as all goodwill associated therewith (collectively “Trademarks”). Licensee has no rights to use the Trademarks except as expressly provided herein.
3. Subject to the terms set forth herein, IIABA grants to Licensee a limited, conditional, revocable, non-perpetual, non-exclusive, non-transferable, royalty-free license to use the Trademarks solely for the purposes set forth in this Agreement.
4. Subject to the terms set forth herein, Licensee grants to IIABA and its subsidiary, Trusted Choice, Inc., a limited, conditional, revocable, non-perpetual, non-exclusive, non-transferable, royalty-free license to use Licensee’s logo as it appears on the Platform (“Logo”) solely for the purposes set forth in this Agreement.
5. The parties acknowledge and agree that use of the Trademarks or Logo shall be solely in connection with Trusted Choice promoting various website services for Trusted Choice agents and brokers.
6. Licensee shall comply with all branding guidelines provided to Licensee.
7. Licensee shall take steps and provide notices as necessary to avoid confusion about the ownership of the Trademarks and about whether Trusted Choice endorses or is affiliated with any of Licensee’s programs, products or services. In connection with this obligation, Licensee shall do the following, without limitation:
o Licensee shall include on any co-branded webpage the following notice:
The words “Trusted Choice” and the Trusted Choice logo are registered federal trademarks owned and controlled by the Independent Insurance Agents & Brokers of America (“IIABA”) and are being used with the permission of and under a license agreement with IIABA.
8. Upon IIABA’s request, Licensee must promptly provide IIABA with specific examples and/or an accounting of Licensee’s use of the Trademarks and compliance with this Agreement. In order to protect the good will of the Trademarks and ensure they are used consistently, IIABA shall have the express right to review in advance and approve in writing all uses.
9. Licensee agrees not to use or display the Trademarks in any way that would be unlawful, immoral, defamatory, vulgar, obscene, false, misleading, infringing of the rights of others, or damaging to the goodwill or reputation of IIABA, in IIABA’s sole discretion. IIABA may require, in its sole discretion, Licensee to cease, or not to undertake, any particular use of the Trademarks.
10. Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency or employment relationship between the parties hereto. Except as specified herein, neither party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of the other party hereto.
11. Licensee agrees to indemnify and hold harmless IIABA from any demands, claims, damages, losses, liabilities, judgments, settlements, costs, penalties, or expenses, including reasonable attorneys’ fees, arising out of or relating in any way to any service provided by Licensee, any act or omission by Licensee in connection with this Agreement or any violation of this Agreement by Licensee. This provision survives termination of this Agreement.
12. The law of the Commonwealth of Virginia, without reference to any conflict of laws principles, shall be applied when governing, construing, or enforcing any of the rights or duties of the Parties arising out of or relating in any way to the subject matter of this Agreement. The federal and state courts in Alexandria, Virginia shall be the exclusive venues for the resolution of any claim, matter, or dispute arising out of or relating in any way to the subject matter of this Agreement.
13. This Agreement terminates automatically if Licensee violates the terms of this Agreement and does not cure such violation within five (5) days after notice of such violation from IIABA. Furthermore, IIABA and Licensee may terminate this Agreement for any reason or no reason upon thirty (30) days written notice to the other party.
14. Licensee agrees to remove the Trademarks from its website and all other materials within five (5) business days after termination of this Agreement. This provision survives termination of this Agreement.
This License Agreement is agreed to and accepted by Provider.
License Agreement for Use of Supporter Badge
(Applicable if Provider is an ACT Member)
Agreement for Use of Supporter Badge
The following are the terms and conditions of the Agreement for Use of Supporter Badge (“Agreement”) between the Independent Insurance Agents & Brokers of America, Inc. (“IIABA”) and Provider ACT Member (“Licensee”). By using the ACT Supporter Badge, you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety, and in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, you agree as follows:
1. Licensee acknowledges that IIABA is the sole owner of the Big “I” (or Big I) trademarks, including Fed. Reg. Nos. 2,455,169, 3,846,640 and 5,274,134 (Big “I” Words), Fed. Serial No. 88/555,065 (“Big I Logo”), Fed Reg. Nos. 4,965,446 and 5,133,921 (ACT Words), and all common law marks, as well as all goodwill associated therewith that may be contained within the ACT Supporter Badge (collectively the “Trademarks”). Licensee has no rights to use the Trademarks except as expressly provided herein.
2. Subject to the terms set forth herein, IIABA grants to Licensee a limited, conditional, revocable, non-perpetual, non-exclusive, non-transferable, royalty-free license to use the ACT Supporter Badge.
3. Licensee shall not use any stylized version of, or logo incorporating, Big I, ACT or any other Trademark without the prior written consent of IIABA. Notwithstanding the foregoing, Licensee may do the following:
o Licensee may use the ACT Supporter Badge, provided that Licensee obtains the ACT Supporter Badge from IIABA; does not modify the ACT Supporter Badge in any way; and uses it in accordance with the form and style as provided.
4. Except as provided herein, Licensee may not register, secure, or use any trademark or domain name that includes the words Big I, ACT or that is confusingly similar to the Trademarks. Licensee agrees to immediately transfer to IIABA any trademarks or domain names that it registers or secures contrary to the foregoing.
5. Licensee shall take steps and provide notices as necessary to avoid confusion about the ownership of the Trademarks and about whether IIABA endorses or is affiliated with any programs, products or services.
o Notwithstanding anything to the contrary herein, Licensee shall not use or display the ACT Supporter Badge when (i) endorsing and/or marketing a non-IIABA product, program, or service on its website, in videos or social media, or in print or electronic communications, or (ii) advocating a position on an issue that is contrary to or does not align with IIABA/ACT positions.
6. Upon IIABA’s request, Licensee must promptly provide IIABA with samples, specific examples, and/or an accounting of Licensee’s use of the Trademarks and compliance with this Agreement.
7. Licensee agrees not to use or display the Trademarks in any way that would be unlawful, immoral, defamatory, vulgar, obscene, false, misleading, infringing of the rights of others, or damaging to the goodwill or reputation of IIABA, in IIABA’s sole discretion. IIABA may require, in its sole discretion, Licensee to cease, or not to undertake, any particular use of the Trademarks or Assumed Name.
8. Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency or employment relationship between the parties hereto. Except as specified herein, neither party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of the other party hereto.
9. Licensee agrees to indemnify and hold harmless IIABA from any demands, claims, damages, losses, liabilities, judgments, settlements, costs, penalties, or expenses, including reasonable attorneys’ fees, arising out of or relating in any way to any act or omission by Licensee in connection with this Agreement or any violation of this Agreement by Licensee. This provision survives termination of this Agreement.
10. The law of the Commonwealth of Virginia, without reference to any conflict of laws principles, shall be applied when governing, construing, or enforcing any of the rights or duties of the Parties arising out of or relating in any way to the subject matter of this Agreement. The federal and state courts in Alexandria, Virginia shall be the exclusive venues for the resolution of any claim, matter, or dispute arising out of or relating in any way to the subject matter of this Agreement.
11. This Agreement terminates automatically if Licensee violates the terms of this Agreement and does not cure such violation within ten (10) days after notice of such violation from IIABA, or affiliates. Furthermore, either party may terminate this Agreement for any reason upon written notice.
12. Licensee agrees to do the following within five (5) business days after termination of this Agreement: (i) remove the ACT Supporter Badge and all references to ACT or Big “I”from its website and social media; and (ii) in Licensee’s reasonable discretion, either eliminate or destroy all displays of the ACT Supporter Badge in all printed materials. This provision survives termination of this Agreement.
13. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, supersedes all prior understandings and writings concerning the subject matter hereof, and may be amended only by mutual written agreement.
This License Agreement is agreed to and accepted by Provider