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.
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.
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.