Please read this Agreement in its entirety before participating in the HomeOwners-Link Online Program ("Program"). By participating in the Homeowners-Link Online Program you acknowledge and agree to the terms and conditions of this Electronic Insurance Agent Agreement ("Agreement") and the HomeOwners-Link, LLC, Website Terms and Conditions, incorporated by reference herein. If you do not agree to these terms and conditions do not participate in the HomeOwners-Link Online Program.
HOL utilizes PayPal for receiving payments. Your sensitive credit card information is collected using PayPal's encrypted technology and will not be made available to HOL. The safety of your information is important to us. HOL will use Secure Socket Layer (SSL) technology to protect the security of your sensitive information as it is transmitted to us.
By clicking on the link at the right of this document you agree to engage in an online "Agreement" with HomeOwners-Link, LLC, also known in this document as "HOL."
The parties hereby acknowledge and agree as follows.
SECTION 1: DEFINITIONS
1.1 Borrower. The person (s) who is obtaining a Mortgage Loan, including a co-borrower.
1.2 Insurance Agent. Person(s) licensed to provide insurance coverage and who represents the top nationally known insurance companies.
1.3 Lead. A collection of information pertaining to the Borrower including, but not limited to, the Borrowers' Complete Name, Phone Number, Email Address, Current Address, Proposed Address, Approximate Property Value and Loan Amount, Type of Loan Transaction; Current Home Owner's Insurance Agent (if applicable); and anticipated loan closing date.
1.4 Mortgage Loan. A transaction involving a purchase, refinance, or an equity cash out of residential property
1.5 Reserved Geographic Area (RGA). A specific zip code area for which Insurance Agent may have the first right of refusal for Leads. HOL reserves the right to charge a monthly fee for the right of first refusal for a specific zip code area(s) with thirty (30) days' notice of such fee to Insurance Agent.
1.6 Site. The HomeOwners-Link website known as Homeownerslink.com.
SECTION 2: HOL DUTIES AND RESPONSIBILITIES
2.1 HOL shall provide Leads to Insurance Agents that offer home owner's insurance coverage. The information will be transmitted to Insurance Agents electronically by e-mail or through access to the Site.
2.2 HOL shall provide the Lead in accordance with this Agreement and the HomeOwners-Link, LLC, Website Terms and Conditions ("Terms and Conditions") incorporated by reference herein.
SECTION 3: INSURANCE AGENT DUTIES AND RESPONSIBILITIES
3.1 Insurance Agent shall provide compensation for any and all Leads provided by HOL.
3.2 Insurance Agent shall make reasonable good faith attempts to contact the Borrower within forty-eight (48) hours of receiving a Lead, not including weekends or nationally recognized holidays.
3.3 Insurance Agent shall verify all Borrower information for accuracy prior to issuing quote(s), writing an insurance policy, or providing the Borrower with any further information and/or services.
3.4 Insurance Agent shall use a Lead solely for the purpose of qualifying and sending the Borrower an insurance quote. Insurance Agent shall never disclose, sell, transfer, assign, or give any Lead provided by or through HOL to any other person, entity, or organization without the expressed written consent of the Borrower and HOL.
3.6 Insurance Agent shall quote only those insurance companies for which Insurance Agent is legally authorized and/or licensed to offer and/or sell insurance.
3.7 Insurance Agent shall comply with any and all applicable federal, state, local, and industry laws, rules, regulations or requirements, up to and including licenses necessary to offer and/or sell the insurance quoted by the Insurance Agent in the state(s) in which any geographic area is selected by an Insurance Agent.
SECTION 4: PAYMENT TERMS
4.1 Insurance Agent shall pay HOL twenty-five dollars ($25.00) per Lead. HOL's pricing schedule is subject to change. In the event HOL's pricing schedule is modified, Insurance Agent shall pay the amount as set forth in an addendum to this Agreement. HOL shall notify Insurance Agent of pricing modifications within a reasonable time before any such modification is effective.
4.2 Insurance Agent shall pay in advance for Leads by selecting a pre-payment/deposit amount to be charged to Insurance Agent's credit card or other established prepayment method. When the Insurance Agent has received seventy-five percent (75%) or more of the deposit amount in Lead purchases, payment will automatically be drawn against the Insurance Agent's credit card or other established prepayment method for the amount of Lead purchases necessary to bring the level of the deposit, or prepayment, to its original value.
4.3 Insurance Agent shall pay all applicable sales, use, transfer, and other taxes and all duties which are levied or imposed by reason of the transaction(s) contemplated hereby, excluding income taxes on net profits which may be levied against HOL.
4.4 If Insurance Agent's credit card is not successfully charged or there is a charge-back, Insurance Agent's account may be suspended and/or Insurance Agent's Reserved Geographic Areas (RGA) may be suspended/forfeited within HOL's sole discretion. A new prepayment/deposit amount must be successfully charged within forty-eight (48) hours of the unsuccessful attempt to charge Insurance Agent to reactivate Insurance Agent's account.
4.5 If Insurance Agent or HOL terminates the Insurance Agent Agreement or HOL terminates service to Insurance Agent, any balance owed to HOL is due and payable within fifteen (15) calendar days from the date of termination. Insurance Agent shall reimburse HOL for all amounts expended collecting past-due amounts including, but not limited to, attorney's fees, court costs, and other reasonable and necessary expenses incurred.
SECTION 5: BILLING DISPUTES
Insurance Agent shall notify HOL of any billing dispute before the fifth (5th) day of the month following the month in which Insurance Agent was provided Lead(s). In the event the 5th day of the month falls on a weekend or legal holiday, HOL must be notified the next business day. Unless disputed within this time frame, such billing will be deemed accurate, due, and payable by Insurance Agent and no further disputes may be raised with respect thereto.
SECTION 6: INSURANCE AGENT CONTACT INFORMATION
Insurance Agent consents to HOL's use of Insurance Agent's contact information, including, but not limited to, its phone number, facsimile, and e-mail address(es), to correspond with Insurance Agent regarding this Insurance Agent Agreement, other product and/or service offerings, and/or any and all other business matters.
SECTION 7: TERMINATION
7.1 The Insurance Agent shall provide HOL with a written notice to terminate this Insurance Agent Agreement subject to HOL's reasonable established practice to receive and process such notice to terminate, up to but not to exceed fifteen (15) business days.
7.2 HOL reserves the right to terminate this Insurance Agent Agreement for any or no reason without prior notice. Upon termination, any credit balance remaining from the prepayment/deposit shall be applied and credited to the Insurance Agent, subject to HOL's right to set-off any amounts owed to HOL.
SECTION 8: SCOPE OF USE
8.1 Subject to this Insurance Agent Agreement, and the Terms and Conditions incorporated by reference herein, including, without limitation, Insurance Agent's payment of all applicable fees, HOL hereby grants to Insurance Agent a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable license, solely during the term of this Insurance Agent Agreement to the Site located at http://www.HomeOwnersLink.com.
8.2 Insurance Agent shall access and use the Site solely for business purposes in connection with its use of the Lead services provided by HOL under this Insurance Agent Agreement and solely using the username and password provided to the Insurance Agent by HOL. Any other commercial use or exploitation of the Site or any content, code, information, data, or other materials on or through the Site is strictly prohibited. In no event shall Insurance Agent use any trademark, trade name, service mark, icon, logo, or other indicator of HOL without HOL's advance, express, written permission in each instance.
8.3 The license granted herein is granted solely to the Insurance Agent, and not, by implication or otherwise, to any parent, subsidiary, or affiliate of the Insurance Agent. All rights not expressly granted hereunder are reserved to HOL.
8.4 Insurance Agent shall be responsible for any access to or use of the Site by the Insurance Agent or any person or entity using a password provided by HOL to the Insurance Agent, whether or not such access or use has been authorized by or on behalf of the Insurance Agent, and whether or not such person or entity is an employee or an agent of the Insurance Agent.
8.5 Insurance Agent represents, warrants, and covenants that it shall use the Site only for lawful purposes and in conformance with this Insurance Agent Agreement and the Terms and Conditions incorporated by reference herein, and that all information provided by the Insurance Agent to HOL relating to this Insurance Agent Agreement, whether via online forms or otherwise, is accurate and complete.
8.6 HOL shall have the right, within its sole discretion, to deactivate, change and/or delete Insurance Agent's username and/or password(s).
8.7 HOL may upgrade, modify, change or enhance the Site and convert the Insurance Agent to a new version thereof at any time within its sole discretion.
SECTION 9: PROPRIETARY RIGHTS
HOL owns, solely and exclusively, all rights, title, and interest in and to the Site, including, but not limited to, all the content, code, information, data and other materials thereon, the look and feel, design and organization of the Site, and the compilation of the content, code, information, data and other materials on the Site, including but not limited to all copyright, trademark, trade name, service mark, patent, trade secret, moral, database and other intellectual property and proprietary rights inherent therein or appurtenant thereto.
SECTION 10: DISCLAIMER
10.1 THE INSURANCE AGENT ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED HEREUNDER "AS IS" WITH NO WARRANTY AND THAT ITS USE OF THE SERVICES IS AT THE INSURANCE AGENT'S OWN RISK.
10.2 HOL WILL PROVIDE ACCURATE LEAD INFORMATION. IN THE EVENT THAT THE LEAD INFORMATION IS INCORRECT OR MISLEADING HOL WILL CORRECT THE LEAD AND RESUBMIT THE LEAD WITHIN A REASONABLE TIME.
10.3 NEITHER HOL NOR ITS AFFILIATES, LICENSORS OR SUPPLIERS MAKE, AND AN INSURANCE AGENT DOES NOT RECEIVE, ANY WARRANTIES, EXPRESSED, IMPLIED, OR OTHERWISE. HOL AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NONINFRINGEMENT.
10.4 HOL IS NOT INVOLVED IN THE ACTUAL TRANSACTIONS BETWEEN INSURANCE AGENTS AND INSURANCE AGENT'S POTENTIAL OR REALIZED CUSTOMERS. AS A RESULT, HOL HAS NO CONTROL OVER THE QUALITY, SAFETY, OR LEGALITY OF INSURANCE AGENT'S QUOTES, PRODUCTS, AND/OR SERVICES OR THE TRUTH OR ACCURACY THEREOF. HOL DOES NOT AND CANNOT BE INVOLVED IN INSURANCE AGENT-TO-CUSTOMER OR CUSTOMER-TO-INSURANCE AGENT DEALINGS, OR CONTROL THE BEHAVIOR OF CUSTOMERS.
10.5 INSURANCE AGENT IS RESPONSIBLE FOR ITS RELATIONSHIP WITH CUSTOMERS AND SEEKING ANY AND ALL REMEDIES AND REDRESS DIRECTLY FROM SUCH CUSTOMERS IN THE EVENT OF ANY DISPUTE. IN THE EVENT AN INSURANCE AGENT HAS A DISPUTE WITH ONE OR MORE CUSTOMERS, THE INSURANCE AGENT RELEASES HOL AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND AFFILIATES, FROM CLAIMS, DEMANDS, AND DAMAGES, ACTUAL AND CONSEQUENTIAL, DIRECT AND INDIRECT OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
SECTION 11: LIMITATION OF LIABILITY
IN NO EVENT SHALL HOL, ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, OR EMPLOYEES BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES OR LOST REVENUE, LOST PROFITS OR ANTICIPATED BUSINESS (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS INSURANCE AGENT AGREEMENT, THE SUBJECT MATTER HEREOF, OR THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM INFORMATION PROVIDED BY, TO, OR THROUGH HOL, OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, TORT (INCLUDING NEGLIGENCE), CONTRACT (INCLUDING FUNDAMENTAL BREACH) OR OTHERWISE. THE AGGREGATE LIABILITY OF HOL, ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS AND EMPLOYEES, FOR ANY OTHER DAMAGES ARISING FROM OR RELATING TO THIS INSURANCE AGENT AGREEMENT, THE SUBJECT MATTER HEREOF, OR THE SITE OR SERVICES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY SHALL NOT EXCEED THE AMOUNTS RECEIVED BY HOL DIRECTLY FROM THE INSURANCE AGENT PURSUANT TO THIS INSURANCE AGENT AGREEMENT DURING THE CALENDAR QUARTER DURING WHICH SUCH CLAIM(S) ACCRUED.
SECTION 12: INDEMNIFICATION
12.1 Insurance Agent agrees to defend, indemnify, and hold harmless HOL, its parent, subsidiaries, affiliated companies, licensees, licensors, and suppliers, and their directors, officers, agents, and employees (collectively, the "Indemnified Parties"), with respect to any claim, demand, cause of action, debt, liability, and expense (including reasonable attorneys' fees, costs and expenses) arising from any dispute with its customers or any breach of this Insurance Agent Agreement by the Insurance Agent, or in connection with the Insurance Agent's use or misuse of the Site, or services hereunder.
12.2 HOL reserves the right to approve the Insurance Agent's counsel to defend any such claims, which approval will not be unreasonably withheld, and to approve any settlement thereof. HOL also reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Insurance Agent hereunder.
SECTION 13: ASSIGNMENT OF RIGHTS
The Insurance Agent shall not have the right to assign, sublicense, or transfer this Insurance Agent Agreement or any of its rights or obligations hereunder to any third party, and any such attempted assignment, sublicense, or transfer is hereby null and void. This Insurance Agent Agreement is not intended to be enforceable against HOL by any party other than the Insurance Agent, and is expressly not intended to be enforceable by any third party.
SECTION 14: WAIVER
No waiver of any breach or condition of this Insurance Agent Agreement by either party shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.
SECTION 15: AMENDMENTS
This Insurance Agent Agreement may be amended from time to time within the discretion of HOL. HOL will provide Insurance Agent with thirty (30) business days' prior notice of such amendment(s) by posting amendment(s) on the Site or by other means of notification to Insurance Agent. Any use by an Insurance Agent of the Site or services after the effective date of a notice of amendment(s) to this Insurance Agent Agreement posted on the Site or otherwise provided to the Insurance Agent, shall be deemed to constitute agreement by the Insurance Agent to the amended Insurance Agent Agreement.
SECTION 16: NOTICES
All written notices required under this Agreement shall be hand-delivered or sent postage-prepaid by registered or certified mail to a party's address as set forth in the signature box of this Agreement and as may be required by the terms of the Agreement. The effective date of notices shall be the date of receipt when hand-delivered or the date or receipt when sent registered or certified mail.
SECTION 17: COMPUTATION OF TIME
In the event the date of action required under this Agreement falls on a weekend or legal holiday, then the next business day shall be the date action is required.
SECTION 18: SECTION AND PARAGRAPH HEADINGS
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
SECTION 19: SEVERABILITY
If any provision of this Agreement is found to be illegal, unenforceable or invalid under current or future laws or regulations effective during the Term of this Agreement, the illegal, unenforceable or invalid provision will be severed from this Agreement and all other provisions shall remain in full force and effect.
SECTION 20: ENTIRE AGREEMENT
This Insurance Agent Agreement, including the Terms and Conditions, to which the Insurance Agent agrees by clicking the link below, and which are incorporated by reference herein and deemed a part of this Insurance Agent Agreement as if fully set forth herein, and including, but not limited to, any amendments to the Agreement and/or the Terms and Conditions, and excluding any brochures, literature, and service descriptions attached hereto, located on the Site or in any other medium, represents the entire understanding and agreement of HOL and Insurance Agent.
SECTION 21: GOVERNING LAW
This Agreement shall be construed and governed by the laws of the State of Oklahoma.
SECTION 22: REPRESENTATION OF AUTHORITY TO BIND
Insurance Agent represents and warrants that he or she is duly authorized to bind the Insurance Agent to this Insurance Agent Agreement. Insurance Agent agrees to be legally bound by this Insurance Agent Agreement and the Terms and Conditions and any and all amendments to this Insurance Agent Agreement and/or Terms and Conditions, as well as any amendments accepted by a signed writing or any conduct which consists of an intentional affirmative action indicating assent thereto, such as clicking on an "Continue Registration" button.