InsuranceDesk.com Agent Console

Terms & Conditions

Terms and Conditions of Service for InsuranceDesk

InsuranceDesk.com, Agent Agreement

Last Amended: September 6, 2007

As a condition to this arrangement, you have agreed to the terms set forth in this Agent Agreement by and between GoldBamboo LLC, d/b/a InsuranceDesk.com ("InsuranceDesk.com"), and the person whose name is subscribed to the accompanying Agent Application ("Agent"), which constitutes contractual obligation.

1. Agent Obligations

(a) Agents intending to sell products that require licensing warrant that their licenses are active and in good standing in the state(s) in which any geographic area is selected by Agent to provide product quotes. Additionally, Agents may provide quotes only from those companies which Agent is authorized and/or licensed to represent.

(b) To pay for any and all LEADS sent by InsuranceDesk.com in accordance with the payment provisions set forth in this Agent Agreement. All LEADS and any and all information provided with such LEADS, including but not limited to any personal and contact information, shall be referred to herein collectively as "LEADS" and individually as "LEAD."

(c) Not to disclose, sell, transfer, assign or give any LEAD or consumer information provided by or through InsuranceDesk.com to any other person or organization without written consent of InsuranceDesk.com , and to use such information only to quote insurance to that consumer.

(d) Comply with any and all federal, state, local and industry laws, rules, regulations or requirements that apply to telemarketing, email solicitations, and fair business practices for the products being sold.

2. Payment Terms, Disputes, and Credits.

The following payment terms shall apply to Agent's account under this Agent Agreement:

(a) Agent will pay in advance for LEADS by selecting a regular payment amount ("Payment Amount") to be charged on Agent's credit card equal to half of Agent's expected monthly lead order.

(b) Each time a LEAD is provided to Agent, a charge shall be made to reduce Agent's deposit balance ("Balance") in an amount equal to the price of each such LEAD. When Agent's Balance falls below 25% of initial deposit amount, unless otherwise specified; payment will automatically be drawn against Agent's credit card in the amount of the Payment Amount.

(c) Agent shall be responsible to pay all applicable sales, use, and other taxes and all duties which are levied or imposed by reason of the transaction(s) contemplated hereby.

(d) If Agent's card is not successfully charged or there is a charge-back, and the amount of the price of the LEADS to be charged equals or exceeds the original Deposit, Agent's account may be suspended and/or its reserved geographic areas may be forfeited, at InsuranceDesk.com's sole discretion. Under such circumstances, a loss of priority on InsuranceDesk.com network may occur. When the Deposit has been successfully reestablished, Agent's account may be reactivated, in InsuranceDesk.com's sole discretion, subject to any reactivation fees.

(e) Agent may request lead credit for the following reasons ONLY: duplicate lead from the InsuranceDesk.com service, fictitious name, fake phone and e-mail address, or lead does not meet pre-established filter criteria. All credit requests will be reviewed and awarded at InsuranceDesk.com's sole discretion. In order to receive credit, Agent must notify InsuranceDesk.com through online Agent Console within 10 days of receipt of disputed LEAD. Unless disputed within such 10-day period, the billing attributable to the LEADS provided by InsuranceDesk.com to Agent will be deemed accurate, due and payable by Agent and final.

3. Notice and Agent Contact Information.

Any notice to be given under this Agreement shall be in writing, signed by the party giving such notice, and sent by U.S. certified mail, return receipt requested, postage prepaid, and addressed to such party's last known address or via facsimile. The date of such mailing or facsimile transmission shall be deemed the date of notice. Agent consents to InsuranceDesk.com's use of Agent's contact information, including but not limited to its facsimile and e-mail address(es), to provide written notice hereunder to Agent and to alert Agent to other product and service offerings or other business matters.

4. Termination. In order for Agent to terminate this Agent Agreement, Agent must provide written notice to InsuranceDesk.com.  InsuranceDesk.com reserves the right to terminate this Agent Agreement for any or no reason without prior notice. Upon termination, no further charges will be drawn from Agent's credit card, and the remaining balance from the prior deposits will be used to send the remaining LEADS purchased by Agent, subject to InsuranceDesk.com's right to set-off any amounts owed to InsuranceDesk.com. Sections 1 through 3 and 6 through 13 of this Agent Agreement shall survive termination hereof.

5. Scope of Use. Subject to the terms and conditions of this Agent Agreement, including, without limitation, Agent's payment of all applicable fees, InsuranceDesk.com hereby grants to Agent a limited, non-exclusive, non-assignable, non-transferable license, solely during the term of this Agent Agreement, to access and use the InsuranceDesk.com site solely for Agent's internal business purposes in connection with its use of the referral services provided by InsuranceDesk.com under this Agent Agreement and solely using the user name and password provided to Agent by InsuranceDesk.com. 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 Agent use any trademark, trade name, service mark, icon, logo or other indicator of  InsuranceDesk.com without InsuranceDesk.com's advance, express, written permission in each instance. The license granted herein is granted solely to Agent, and not, by implication or otherwise, to any parent, subsidiary or affiliate of Agent. All rights not expressly granted hereunder are reserved to InsuranceDesk.com. Agent shall be responsible for any access to or use of the Site by Agent or any person or entity using a password provided by InsuranceDesk.com to Agent, whether or not such access or use has been authorized by or on behalf of Agent, and whether or not such person or entity is an employee or agent of Agent. Agent represents, warrants and covenants that it shall use the Site only for lawful purposes and in conformance with this Agent Agreement and the Terms and Conditions, and that all information provided by Agent to InsuranceDesk.com relating to this Agent Agreement, whether via online forms or otherwise, is accurate and complete. InsuranceDesk.com shall have the right, in its sole discretion, to deactivate, change and/or delete Agent's password(s). InsuranceDesk.com may upgrade, modify, change or enhance the Site and convert Agent to a new version thereof at any time in its sole discretion.

6. Proprietary Rights. As between Agent and  InsuranceDesk.com, InsuranceDesk.com 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. In no event shall Agent use any trademark, trade name, service mark, icon, logo or other indicator of InsuranceDesk.com or any other proprietary rights of InsuranceDesk.com without InsuranceDesk.com's advance, express, written permission in each instance.

7. Disclaimer. AGENT ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED HEREUNDER "AS IS" WITH NO WARRANTY WHATSOEVER AND THAT ITS USE OF THE SERVICES IS AT ITS OWN RISK. NEITHER InsuranceDesk.com NOR ITS AFFILIATES, LICENSORS OR SUPPLIERS MAKE, AND AGENT DOES NOT RECEIVE, ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE. InsuranceDesk.com AND ITS AFFILIATES, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NONINFRINGEMENT.  InsuranceDesk.com IS NOT INVOLVED IN THE ACTUAL TRANSACTIONS BETWEEN AGENTS AND LEADS. AS A RESULT, InsuranceDesk.com HAS NO CONTROL OVER THE QUALITY, SAFETY OR LEGALITY OF LEADS OR THE TRUTH OR ACCURACY THEREOF. BECAUSE USER AUTHENTICATION ON THE INTERNET IS DIFFICULT, InsuranceDesk.com CANNOT AND DOES NOT CONFIRM THAT LEADS ARE WHO THEY CLAIM TO BE. BECAUSE InsuranceDesk.com DOES NOT AND CANNOT BE INVOLVED IN AGENT-TO- LEAD OR LEAD-TO-AGENT DEALINGS OR CONTROL THE BEHAVIOR OF LEADS, IN THE EVENT AGENT HAS A DISPUTE WITH ONE OR MORE LEADS, AGENT RELEASES InsuranceDesk.com (AND ITS SHAREHOLDERS, 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. AGENT IS RESPONSIBLE FOR ITS RELATIONSHIP WITH LEADS AND FOR SEEKING ANY REMEDIES AND REDRESS DIRECTLY FROM SUCH LEAD IN THE EVENT OF ANY DISPUTE.

8. Limitation of Liability. IN NO EVENT SHALL InsuranceDesk.com, ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, AGENTS 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 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  InsuranceDesk.com, 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 InsuranceDesk.com, ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, AGENTS AND EMPLOYEES, FOR ANY OTHER DAMAGES ARISING FROM OR RELATING TO THIS 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 InsuranceDesk.com DIRECTLY FROM AGENT PURSUANT TO THIS AGENT AGREEMENT DURING THE CALENDAR MONTH DURING WHICH SUCH CLAIM(S) ACCRUED.

9. Indemnification. Agent agrees to defend, indemnify and hold harmless InsuranceDesk.com, its parent, subsidiaries, affiliates, licensees, licensors and suppliers, and their shareholders, members, partners, 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 a LEAD or any breach of this Agent Agreement by Agent, or in connection with Agent's use or misuse of the Site or services hereunder. The Indemnified Parties reserve the right to approve Agent's counsel to defend any such claims, which approval will not be unreasonably withheld, and to approve any settlement thereof. The Indemnified Parties also reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Agent hereunder.

10. Assignment; No Third Party Beneficiary; Waiver. Agent shall not have the right to assign, sublicense or transfer this 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 Agent Agreement is not intended to be enforceable against InsuranceDesk.com by any party other than Agent, and is expressly not intended to be enforceable by any third party. No waiver of any breach or condition of this Agent Agreement by either party shall be deemed to be a waiver of any other or subsequent breach or condition.

11. Amendments. Without limitation of Section 12, this Agent Agreement may be amended from time to time by InsuranceDesk.com providing Agent with thirty (30) days prior written notice. Any use by Agent of the Site or services after the effective date of a notice of amendment(s) to this Agent Agreement posted on the Site or otherwise provided to Agent shall be deemed to constitute agreement by Agent to the amended Agent Agreement.

12. Entire Agreement. This Agent Agreement, including the Terms and Conditions (to which Agent agrees by signing below and which are incorporated herein by reference and deemed a part of this Agent Agreement as if fully set forth herein, including, but not limited to, any amendments to such Terms and Conditions made by InsuranceDesk.com by posting such amendments on the Site from time to time) and excluding any brochures, literature and service descriptions attached hereto, located on InsuranceDesk.com' web site(s) or in any other medium, represents the entire understanding and agreement of  InsuranceDesk.com and Agent. Agent agrees to be legally bound by this Agent Agreement and any amendments to this Agent Agreement made in accordance with its terms and conditions, including but not limited to amendments pursuant to Section 11 and this Section 12 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 "I Accept" button or hypertext link or the sending of an affirmative e-mail response by Agent. The signature on the Agent Application represents and warrants that Agent is duly authorized to bind Agent to this Agent Agreement.

13. Governing Law and Venue. This Agent Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts and the federal laws of the United States of America applicable therein. Each of the Parties assents to the jurisdiction of the courts of the State of Massachusetts to hear all actions, suits and proceedings arising in connection with this Agreement.