Welcome to BridgeNet.

This BridgeNet Services Agreement (“Agreement”) is an agreement between BridgeNet Insurance Agency, LLC. (“BNI”, “us”, or “we”) and the entity or person (“you”, “your”, or “user”) who registered on the BridgeNet Account page to receive certain insurance processing, data, technology, analytics, and other business services that may be offered by BNI and its affiliates (each, a “Service” and collectively the “Services”). This Agreement describes the terms and conditions that apply to your use of the Services.

If you do not understand any of the terms of this Agreement, please contact us before using the Services. You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

Section I: General Terms

1. Overview of this Agreement

This Agreement provides a general description of the Services that BNI may provide to you. A more detailed description of the Services is provided through published software libraries and application programming interfaces (the “API”) that may be used to access the Services and additional resources we make available to you on our website.

Before using the Services, you must register with BNI and create an account (a “BNI Account”).

  • Section I describes the process of registering for and using your BNI Account.
  • Section II describes the BNI Technology
  • Section III describes the BNI Sales and Services.
  • Section IV describes the Brokering of Licensed Insurance Products.
  • Section V describes the Data Usage, Privacy, and Security.
  • Section VI describes your liability to BNI for all losses incurred in connection with your BNI Account; arbitration provision; termination and other provisions.

2. Your BNI Account

A. Only businesses (including sole proprietors) and other entities or persons located in the United States are eligible to apply for a BNI Account to access the Services described in this Agreement. BNI and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements.

To register for a BNI Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, physical address, email, phone number, tax identification number, Uniform Resource Locator (“URL”), the nature of your business or activities, and certain other information about you that we may require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your owners, beneficial owners, principals, and your BNI Account administrator. Until you have submitted, and we have reviewed and approved, all required information, your BNI Account will be available to you only on a preliminary basis, and we may terminate such BNI Account at any time and for any reason.

Your name (or the name used to identify you) and URL may appear on your Customers’ insurance communications to your customers. To minimize confusion and avoid potential disputes, these descriptors must be recognizable to your customers and must accurately describe your business and activities.

B. You and your Representative each affirm to BNI that: (i) your Representative is authorized to provide the information described in this Section 2.A on your behalf and to bind you to this Agreement and (ii) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of BNI, neither you nor your Representative may register or attempt to register for a BNI Account on behalf of a previously terminated user of the BNI Services.

If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to customers, including payment of any amounts owed under this Agreement.

C. At any time during the term of this Agreement, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its owners or principals.

You authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this information may include your name, addresses, credit history, and other information about you or your Representative. You acknowledge that we may use this information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your BNI Account. BNI may periodically update this information as part of our underwriting criteria and risk analysis procedures.

D. You agree to keep the information in your BNI Account current. You must promptly update your BNI Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, and any other pertinent information. We may suspend your BNI Account or terminate this Agreement if you fail to keep this information current. You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); there is an adverse change in your financial condition; there is a material planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets; there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.

3. Your Relationship with Your Customers

You may only use the Services for legitimate Transactions with your customers (as described on the attached Pricing Page) and you are solely responsible for your relationship with them. BNI is not responsible for the products or services you publicize or sell, or that your customers purchase using the Services. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your customers.

4. Fees and Fines

BNI will provide the Services to you at the rates and for the fees (“Fees”) described on the Pricing Page, linked here and incorporated into this Agreement. The Fees include charges for Transactions, and for other events connected with your BNI Account. We may revise the Fees at any time, however, we will provide you with at least 30 days’ advance notice before revisions become applicable to you (or a longer period if required by Law).

5. Services and BNI Account Support

We will provide you with support to resolve general issues relating to your BNI Account and your use of the Services. This support includes resources and documentation made available to you through the BNI Support Page, API documentation, and other pages on our website (collectively, “Documentation”). The most efficient way to obtain answers to your questions is to review the Documentation. Should you still have questions after reviewing the Documentation, please contact us.

We are not responsible for providing Service Support to your customers unless we agree to do so in a separate agreement with you or one of your customers.

6. Service Requirements, Limitations and Restrictions

A. You agree to use the Services in a lawful manner, and in strict accordance with all laws, rules, and regulations (“Laws”) applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of insurance, financial services, notification and consumer protection, unfair competition, privacy, false advertising, and any other laws relevant to the Services and to Transactions.

B. You agree to not use the Services to enable you, or any person to benefit from any activities BNI has identified as a restricted business or activity (collectively, “Restricted Businesses”). Restricted Businesses include use of the Services in, or for the benefit of, a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC).

If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact us. We may add to or update the Restricted Business list at any time.

C. You agree to not use the Services to facilitate illegal Transactions or to permit others to use the Services for personal, family or household purposes. In addition, you agree to not allow, and to not allow others to: (i) access or attempt to access non-public BNI systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.

7. Suspicion of Unauthorized or Illegal Use

We may refuse, condition, or suspend any Transaction that we believe: (i) may violate this Agreement or other agreements you may have with BNI; (ii) are unauthorized, fraudulent or illegal; or (iii) expose you, BNI, or others to risks unacceptable to BNI. If we know or suspect that you are using, or have used, the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your BNI Account, your Customers, and Transactions effected through your use of the Services.

8. Disclosures and Notices; Electronic Signature Consent

A. By registering for a BNI Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from BNI (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.

B. You agree that BNI can provide Notices regarding the Services to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in your BNI Account. Notices may include notifications about your BNI Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.

C. You authorize us to provide Notices to you via text message to allow us to verify your or your Representative’s control over your BNI Account (such as through two-step verification), and to provide you with other information about your BNI Account. Standard text or data charges may apply to such Notices. Where offered, you may disable text message notifications in the Dashboard by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important Security Controls (as defined below) on your BNI Account and may increase the risk of loss to your business.

D. You will need a computer or mobile device, Internet connectivity, and an updated browser to access your Dashboard and to review the Notices provided you. If you encounter difficulty viewing or accessing any Notices, please contact us and we will endeavor to find another means of delivery.

E. Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your BNI Account.

Section II: BNI Technology

1. API and Dashboard

A. BNI has developed and provides access to the API that may be used to access the Services. You may use the API solely as described in the Documentation to use the Services on websites and through the applications identified in your BNI Account. You may manage your BNI Account, connect with other service providers, and enable additional features through the BNI management dashboard (“Dashboard”).

B. You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Services, we will update the API and Documentation from time to time and may add or remove functionality. We will provide you Notice in the event of material changes, deprecations, or removal of functionality from the API so that you may continue using the Services with minimal interruption.

C. We will make publishable and secret API keys for live and test Transactions available to you through the Dashboard. Publishable keys identify Transactions with your Customers, and secret keys permit any API call to your BNI Account. You are responsible for securing your secret keys – do not publish or share them with any unauthorized persons. Failure to secure your secret keys will increase the likelihood of fraud on your BNI Account and potential losses to you or your Customers. You should contact us immediately if you become aware of any unauthorized use of your secret key or any other breach of security regarding the Services. We provide more details on proper use of publishable and secret API keys in the Documentation. Information on securing your BNI Account is available in Section E.

2. Ownership of BNI IP

A. As between you and BNI, BNI and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the API, Services, Dashboard, and Documentation (collectively, “BNI IP”) or any copies thereof. BNI IP is protected by copyright, trade secret, patent, images, and other intellectual property Laws, and all rights in BNI IP not expressly granted to you in this Agreement are reserved.

B. You may choose or we may invite you to submit comments or ideas about improvements to the Service, our API, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that BNI has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.

3. License

You are granted a nonexclusive and nontransferable license to electronically access and use the BNI IP only in the manner described in this Agreement. BNI does not sell to you, and you do not have the right to sublicense the BNI IP. We may make updates to the BNI IP or new Services available to you automatically as electronically published by BNI, but we may require action on your part before you may use the BNI IP or new Services (including activation through the Dashboard, or acceptance of new or additional terms). BNI may revoke or terminate this license at any time if you use BNI IP in a manner prohibited by this Agreement.

You may not: (i) claim or register ownership of BNI IP on your behalf or on behalf of others; (ii) sublicense any rights in BNI IP granted by us; (iii) import or export any BNI IP to a person or country in violation of any country’s export control Laws; (iv) use BNI IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.

4. BNI Marks; References to Our Relationship

A. We may make certain BNI logos or marks (“BNI Marks”) available for use by you and other users to allow you to identify BNI as a service provider. BNI may limit or revoke your ability to use BNI Marks at any time. You may never use any BNI Marks or BNI IP consisting of trademarks or service marks without our express permission, or in a manner that may lead people to confuse the origin of your products or services with ours.

B. During the term of this Agreement, you may publicly identify us as the provider of the Services to you and we may publicly identify you as a BNI user. If you do not want us to identify you as a user, please let us know in writing. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and BNI. Upon termination of your BNI Account, both you and BNI will remove any public references to our relationship from our respective websites.

5. Content

You may use the Services to upload or publish text, images, and other content (collectively, “Content”) to your BNI Account and to third-party sites or applications, but only if you agree to obtain the appropriate permissions and, if required, licenses to upload or publish any such Content using the Services. You agree to fully reimburse BNI for all fees, fines, losses, claims, and any other costs we may incur that arise from publishing illegal Content through the Services, or claims that Content you published infringes on the intellectual property, privacy, or other proprietary rights of others.

6. Additional Services

We may also provide you access to services identified as “beta” or pre-release services. You understand that these services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. We provide beta services AS IS, and without warranty of any kind, and your use of, or reliance on beta services is at your own risk.

Section III: BNI Sales and Service

1. Authorization

A. BNI is authorized to provide agency services, on your behalf, directly to your customers and policyholders in the United States, when coverage is in effect with a BNI Company, and to customers or policyholders referred to BNI by you, or solicited by BNI for you, pursuant to this Agreement. The services provided by BNI shall relate to non-standard auto coverages and shall include: new sales, handling policy renewals or changes, cancellation requests, direct billing inquiries, insurance coverage counseling and such other commercial insurance services as are typically furnished by the agent that writes the policy of insurance (the “Agent”).

Business produced and serviced pursuant to this Agreement may take place as described in the Pricing Page of this Agreement.

It is also anticipated that such sales by BNI shall be made through the use of a direct mail program, SMS, email or a telemarketing program; and that all sales contemplated by this Agreement, whether made by BNI or by you, shall encompass all pricing programs, coverages, and coverage limits.

B. Any risk solicited by BNI which does not meet the BNI’s non-standard underwriting standards shall be referred to the Agent. The commissions on all such risks accepted by BNI shall be the rate of commission specified in the Agent’s Broker Agreement with BNI. You shall be notified of such referral within two business days after BNI makes its decision not to provide coverage.

2. Compensation

In consideration of BNI’s undertaking herein, you authorize BNI to deal directly on your behalf with your clients referred to BNI by you, solicited by BNI for you, or referred to BNI by your clients pursuant to this Agreement. During the term of this Agreement, You agree that your employees shall encourage your clients to contact BNI for matters relating to servicing of client accounts as enumerated in Section I, above. BNI agrees to provide you, at agreed upon intervals, a listing of service and sales transactions performed for your existing business, book of transferred business, new customers, or other business placed or renewed pursuant to this Agreement.

The Pricing Page sets forth the commission schedule that shall apply

3. Indemnification

BNI agrees to indemnify, defend and hold you harmless from and against any and all claims, causes of actions, losses, damages, liabilities, costs and expenses, including costs of settlements and reasonable attorney’s fees, incurred by or asserted against you or any other indemnified party thereunder arising from: (i) the breach of any term or provision of this Agreement by BNI; (ii) acts or omissions by BNI with respect to any soliciting, sales, servicing or other activities covered by this Agreement; (iii) any claims, suits or causes of action by any insured or third party seeking recovery under a policy of insurance solicited, placed, renewed, issued or serviced pursuant to this Agreement; and/or (iv) a failure to comply with any federal or state law applicable to insurance solicited, placed, renewed, issued or serviced pursuant to this Agreement by BNI. As a condition to such indemnification, you agree to notify BNI promptly of any such claim or suit against it and to allow BNI to make such investigation, settlement or defense thereof as BNI deems prudent.

BNI shall have no obligation to defend, indemnify and hold you harmless if, as a result of BNI’s investigation, it is determined that you, or your officers, servants or employees, own acts and/or omissions, have proximately caused, or proximately contributed to, said liability.
Notwithstanding the foregoing, BNI shall have no obligation to defend, indemnify and hold you harmless for acts and/or omissions that take place prior to BNI legally assuming responsibility for any client or policy transferred pursuant to this Agreement.

4. Ownership of Expirations

Notwithstanding the servicing and referral of your existing business, book of business transfers, and the sale of new or additional coverages by employees of BNI pursuant to this Agreement, you shall be entitled to ownership of the expirations and renewals associated with your Existing Business, Book of Business Transfers and all other business transacted pursuant to this Agreement. BNI shall not use its books and records of such customers and business to place or renew coverage for such customers or policyholders in any way which deprives or interferes with your rights to ownership or to any commissions with respect thereto, nor shall BNI refer or disclose such customers or policyholders books, records or information contained therein to any other party.

Business referred to BNI by a client of yours shall, if written by BNI, be treated as new business sold by BNI on your behalf in accordance with the Pricing Page.

Section IV: Brokering of Licensed Insurance Products

1. Policy Premiums and Miscellaneous Charges

You shall be responsible to BNI for the payment of all premiums due on any and all binders and policies of insurance issued at your request. The term “Premiums Due” as used herein shall include: the binder or policy premium; applicable state taxes; all tax filing fees; policy and inspection fees; processing fees; earned premiums and/or commissions on any and all binders or policies issued at your request; and unearned commissions due BNI on binders or policies that have been cancelled.

2. Payment of Policy Premiums

Premiums Due shall be paid by you, and received by BNI, no later than ten (10) days from the effective date of a policy. You shall remit all premiums to BNI on a net of commission basis. Notwithstanding anything to the contrary in this section, all deposit premiums or special billed items, as may be from time to time required by BNI’s insurers, shall be paid by you at the time and in the manner specified by BNI. If you shall extend credit to the insured, it shall be at your sole risk and premiums shall be paid to BNI by you when due, whether or not they are collected by you and whether or not you have extended credit to the insured.

3. Binding

No risk shall be bound by you without the express written authorization of BNI and the acceptance and consent of BNI’s insurers. Nothing in this Agreement shall entitle you to bind BNI or any of BNI’s insurers.

4. Ownership of Business

BNI expressly recognizes and acknowledges your ownership of all business placed under this Agreement by you.Not withstanding such ownership, the parties hereto agree that in the event there are any Premiums Due to BNI at the termination for any reason of this Agreement, BNI shall have the exclusive use and control of all expiration and renewals of such business unless and until the Premiums Due have been paid in full to BNI.

5. Cancellations of Binders or Policies

You shall promptly notify BNI if it receives notice of any kind that a policy is to be cancelled. No cancellation of a policy or binder will be backdated.You shall be responsible for any premium earned on a binder or policy even where the premium has not been collected from the insured. In the event a financed premium is cancelled and the premium has not been refunded to the premium finance company, you shall promptly refund any premiums and unearned commissions due BNI.

6. Claims

You shall promptly report to BNI all claims and/or losses, and such notices shall be provided as expeditiously as possible. You have no authority to assign losses to be adjusted nor may you negotiate settlement of any loss on behalf of BNI or BNI’s insurers, without the prior express written consent of BNI. You agree to cooperate fully at the request of BNI, its insurers, adjusting firms, surveyors, attorneys, or other agent in the investigation, adjustment, settlement, or payment of any loss or claim.

7. Renewals

BNI and you hereby acknowledge and agree that there shall be no automatic renewal by BNI of binders or policies. While BNI agrees to endeavor to give you reasonable advance notice of expiring binders and policies, it shall be under no legal or other obligation to do so and BNI’s failure for any reason to provide notice of expiring binders and policies shall not relieve you of your obligations with regard to Premiums Due. Furthermore, it is expressly agreed that BNI is under no obligation to furnish renewal binders or policies.

8. Unearned Commissions

You agree to refund to BNI any unearned Premiums Due to BNI for cancelled binders of policies or reduced premiums, within thirty days after you are advised of the cancellation or reduction in premium.

9. Financed Policies

If you extend credit to an insured it shall be at your sole risk, and all Premiums Due shall be paid BNI when due, regardless of whether such Premiums Due has been collected by you. BNI shall not refund any premium to a premium finance company, unless such premium was received by BNI. In the event a financed premium is cancelled and the premium is refunded to a premium finance company, you shall promptly refund to BNI any unearned Premiums Due.

10. Premiums

Whenever a premium for an issued policy cannot be fully determined in advance and where a subsequent adjustment is necessary by audit or otherwise, the amount of any additional Premiums Due shall be paid to BNI within thirty (30) days after such additional amount is billed to you. If, within twenty (20) days after any additional Premiums Due are billed to you and you are unable to collect the additional premium due from the insured, BNI will allow you to return uncollected audited Premiums Due under the same terms and conditions provided in BNI’s agency agreement with its insurers

11. Agency

By placing business under this Agreement, you acknowledge that you are a representative of the insured and not an agent or representative of BNI or BNI’s insurers. You further acknowledge and agrees that all contact and/or communication with the carrier shall be through BNI. BNI has access to certain insurance companies or markets which you do not have direct access to and BNI agrees to use such markets at its discretion.

12. Broker Commission

BNI shall pay you commissions as agreed to by the parties to this Agreement in writing on a case-by- case basis or as outlined in the Pricing Page.

13. Hold Harmless

Notwithstanding any other provision of this Agreement and as special consideration for the execution of this Agreement by BNI, you agree that you will save, defend, indemnify and hold harmless BNI from any and all claims, demands, liabilities, actions, proceedings, judgments, fines or other expenses including without limitation, reasonable attorneys’ fees, incurred by BNI arising from, or related to, any claim of alleged errors and omissions caused by or related to the your acts, your agents, servants, principals and employees. (b) BNI agrees that it shall save, defend, indemnify and hold you harmless from any and all claims, demands, liabilities, actions proceedings, judgments, fines or other expenses including without limitations, reasonable attorneys’ fees, incurred by you arising from, or related to, any claim of alleged errors and omissions caused by or related to the acts of BNI, its agents, servants, principals and employees.

14.Willful Violations

In the event you willfully violate this Agreement, you shall be liable for all costs and damages incurred by BNI, including court costs and attorney’s fees.

15. Notices

Any notices which may be given under this Agreement shall be in writing and shall be given: (a) by hand delivery; (b) by commercial overnight courier; or (c) registered or certified mail with return receipt requested. Such notices shall be addressed to BNI as described in the contact us page or to you as described in your BNI account settings.

16. Governing Law

The laws of the State of Delaware shall govern the validity and construction of this Agreement.

17. Restrictive Covenants

With regard to any customer of yours to whom any policy of insurance is provided pursuant to this Agreement, you shall not, for a period of three (3) years from the date of termination of this Agreement and regardless of the cause of such termination, place with any insurance carrier used by BNI in the performance of its duties and obligations under this Agreement (including such insurance carrier’s affiliates, subsidiaries and related companies) any policy of insurance or coverage which provides the same or similar coverage, insurance and/or benefits as provided by BNI pursuant to this Agreement.

18. Liquidated Damages

In the event of a breach by you of the restrictions set forth in Paragraph 18 herein, you shall, as liquidated damages for such breach, be liable to BNI for an amount equal to fifty (50) percent of the gross commissions earned by you over a period of three(3) years from all insurance placed in violation of Paragraph 17. Notwithstanding this provision, in the event of a breach of this Agreement by you, BNI reserves its right to such other legal and equitable remedies including, without limitation, injunctive relief, as may be appropriate.

19. Insurance

You shall purchase and maintain Errors and Omissions Insurance, including privacy/ network security (cyber) liability with limits no less than $1,000,000 per occurrence. Evidence of such coverage shall be provided promptly to BNI upon request during the currency of this Agreement.

20. Licensing

Prior to the execution and delivery of this Agreement by BNI, and from time to time thereafter as requested by BNI, you shall promptly supply BNI with copies of all licenses, certificates of qualifications,authorization and/or appointment required of a broker by applicable law, rule or regulation in connection with the services to be performed here under. Pursuant to state law, you will not be paid commissions in a state where licenses are not supplied, are not current or do not exist. BNI will instead pay a lead fee as defined on the pricing page.

21. Severability Clause

If any provision of this Agreement is alleged to be invalid or unenforceable, the provision shall be construed to have the broadest interpretation that would make it valid and enforceable. Invalidity or unenforceability of one provision shall not affect any other provision of this Agreement.

Section V: Data Usage, Privacy, and Security

1. Data Usage Overview

Protecting, securing, and maintaining the information processed and handled through the Services is one of our top priorities. This section describes our respective obligations when handling and storing information in connection with the Services. The following terms used in this section relate to information provided to BNI by you or your Customers, or received or accessed by you through your use of the Services:

a. “Account Details” means the account details for a Customer, and includes, basic, driver, vehicle, home, agent or other account information collected.

b. “Insurance Data” means Account Details, information communicated to or by Insurance Provider or Acquirer, financial information specifically regulated by Laws, Rules or Regulations and any other information used with the Insurance Services to complete a Transaction.

c. “Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.

d. “BNI Data” means details of the API transactions over BNI infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from BNI or the Services.

e. “User Data” means information that describes your business and its operations, your products or services, and orders placed by Customers.

The term “Data” used without a modifier means all Personal Data, User Data, Insurance Data, and BNI Data.

BNI processes, analyzes, and manages Data to: (i) provide Services to you, other BNI users, and customers; (ii) mitigate fraud, financial loss, or other harm to users, customers and BNI; and (iii) analyze, develop and improve our products, systems, and tools. BNI provides Data to third-party service providers, including Insurance Providers, Acquirers, and their respective affiliates, as well as to BNI’s affiliates, to allow us to provide Services to you and other users. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to BNI’s use of Data for the purposes and in a manner consistent with this Section V.

2. Data Protection and Privacy

A. BNI will only use User Data as permitted by this Agreement or by other agreements between you and us. You will protect all Data you receive through the Services, and you may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Services as permitted by this Agreement or by other agreements between you and us. Neither party may use any Personal Data to market to customers unless it has received the express consent from a specific customer to do so. You may not disclose Insurance Data to others except in connection with processing Transactions requested by customers and consistent with applicable laws and insurance rules and regulations.

B. Privacy: Protection of Personal Data is very important to us. Our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You agree to the terms of our Privacy Policy, which we may update from time to time.

C. You affirm that you are now and will continue to be compliant with all applicable Laws governing the privacy, protection, and your use of Data that you provide to us or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to BNI – or allow BNI to collect, use, retain, and disclose – any Personal Data that you provide to us or authorize us to collect, including Data that we may collect directly from Customers using cookies or other similar means. As may be required by Law and in connection with this Agreement, you are solely responsible for disclosing to Customers that BNI processes Transactions (including payment Transactions) for you and may receive Personal Data from you. Additionally, where required by Law or Insurance Rules, we may delete or disconnect a Customer’s Personal Data from your BNI Account when requested to do so by the Customer.

D. If we become aware of an unauthorized acquisition, disclosure or loss of Customer Personal Data on our systems, we will notify you consistent with our obligations under applicable Law. We will also notify you and provide you sufficient information regarding the unauthorized acquisition, disclosure or loss to help you mitigate any negative impact on the Customer.

3. Security and Fraud Controls

A. BNI is responsible for protecting the security of Data in our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect User Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or breach, and we will comply with applicable Laws and Insurance Rules when we handle User and Personal Data. However, no security system is impenetrable, and we cannot guarantee that unauthorized parties will never be able to defeat our security measures or misuse any Data in our possession. You provide User Data and Personal Data to BNI with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement Security Controls (as defined below) and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your BNI Account, to maintain the integrity and security of the Services or Data, or to prevent harm to you, us, customers, agents, or others. You waive any right to make a claim against us for losses you incur that may result from such actions.

B. Your Security: You are solely responsible for the security of any Data on your website, your servers, in your possession, or that you are otherwise authorized to access or handle. You will comply with applicable Laws and Insurance Rules when handling or maintaining User Data and Personal Data and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend your BNI Account or terminate this Agreement.

C. Security Controls: You are responsible for assessing the security requirements of your business and selecting and implementing security procedures and controls (“Security Controls”) appropriate to mitigate your exposure to security incidents. We may provide Security Controls as part of the Service or suggest that you implement specific Security Controls. However, your responsibility for securing your business is not diminished by any Security Controls that we provide or suggest, and if you believe that the Security Controls that we provide are insufficient, then you must separately implement additional controls that meet your requirements.

D. Fraud Risk: While we may provide or suggest Security Controls, we cannot guarantee that you or Customers will never become victims of fraud. Any Security Controls we provide or suggest may include processes or applications developed by BNI, its affiliates, or other companies. You agree to review all the Security Controls we suggest and choose those that are appropriate for your business to protect against unauthorized Transactions and, if appropriate for your business, independently implement other security procedures and controls not provided by us. If you disable or fail to properly use Security Controls, you will increase the likelihood of unauthorized Transactions, Disputes, fraud, losses, and other similar occurrences. Keep in mind that you are solely responsible for losses you incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent Transactions with you, and your failure to implement Security Controls will only increase the risk of fraud. We may assist you with recovering lost funds, but you are solely responsible for losses due to lost or stolen credentials or accounts, compromise of your username or password, changes to your Account, and any other unauthorized use or modification of your BNI Account. BNI is not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or unauthorized use or modification of your BNI Account, unless such losses result from BNI’s willful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts.

We may also provide you with Data regarding the possibility or likelihood that a Transaction may be fraudulent. We may incorporate any subsequent action or inaction by you into our fraud model, for the purpose of identifying future potential fraud. You understand that we provide this Data to you for your consideration, but that you are ultimately responsible for any actions you choose to take or not take in relation to such Data.

Section VI: Losses; Termination; Arbitration and Additional Provisions

1. Right to Amend

We have the right to change or add to the terms of this Agreement at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. We will provide you with Notice of any changes through the Dashboard, via email, or through other reasonable means. If you are an existing BNI user, the changes will come into effect 10 days after we post the changes to our website, and your use of the Services, API, or Data more than 10 days after we publish any such changes on our website, constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website at any time. You can find out when this Agreement was last changed by checking the “Last updated” date at the top of the Agreement.

2. Assignment

You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your BNI Account to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee must agree to assume all of your rights and obligations owed by you related to the assignment and must agree to comply with the terms of this Agreement. BNI may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.

3. Right to Audit

If we believe that a security breach, leak, loss, or compromise of Data has occurred on your systems, website, or app affecting your compliance with this Agreement, we may require you to permit a third-party auditor approved by us to conduct a security audit of your systems and facilities, and you must fully cooperate with any requests for information or assistance that the auditor makes to you as part of the security audit. The auditor will issue a report to us which we may share with our Insurance Providers and Insurances Acquirers.

4. No Agency; Third-Party Services

A. Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Insurance Provider. Each party to this Agreement, and each Insurance Provider, is an independent contractor. Unless an Insurance Provider expressly agrees, neither you nor we have the ability to bind an Insurance Provider to any contract or obligation, and neither party will represent that you or we have such an ability.

B. We may reference or provide access to third-party services, products, and promotions that utilize, integrate, or provide ancillary services to the Services (“Third-Party Services”). These Third-Party Services are provided for your convenience only and do not constitute our approval, endorsement, or recommendation of any such Third-Party Services for you. You access and use any Third-Party Service based on your own evaluation and at your own risk. You understand that your use of any Third-Party Service is not governed by this Agreement. If you decide to use a Third-Party Service, you will be responsible for reviewing, understanding and accepting the terms and conditions associated with its use. We expressly disclaim all responsibility and liability for your use of any Third-Party Service. Please also remember that when you use a Third-Party Service, our Privacy Policy is no longer in effect. Your use of a Third-Party Service, including those that have a link on our website, is subject to that Third-Party Service’s own terms of use and privacy policies.

5. Force Majeure

Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, Fines, Disputes, Refunds, Reversals, or Returns under this Agreement.

6. Your Liability For Third-Party Claims Against Us

Without limiting, and in addition to, any other obligation that you may owe under this Agreement, you are at all times responsible for the acts, errors and omissions of your employees, contractors and agents, to the extent such persons are acting within the scope of their relationship with you.

You agree to defend BNI, our affiliates, and their respective employees, agents, and service providers (each a “BNI Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a BNI Entity, and you agree to fully reimburse the BNI Entities for any Claims that results from: (i) your breach of any provision of this Agreement; (ii) any Fees, Fines, or any other liability we incur that results from your use of the Insurance Processing Services; (iii) negligent or willful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and your Customers.

7. Representations and Warranties

By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) any Charges represent a Transaction for permitted products, services, describing the Transaction; (d) you will fulfill all of your obligations to Customers and will resolve all Disputes with them; (e) you will comply with all Laws applicable to your business and use of the Services; (f) your employees, contractors and agents will at all times act consistently with the terms of this Agreement; (g) you will not use BNI Services for personal, family or household purposes (except in the normal course of business); and (h) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.

8. No Warranties


9. Limitation of Liability

Under no circumstances will any BNI Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the BNI Entities have been advised of the possibility of such damages. The BNI Entities are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your BNI Account, or Data, or your failure to use or implement anti-fraud measures, Security Controls, or any other data security measure. The BNI Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.

You agree to limit any additional liability not disclaimed or denied by the BNI Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to BNI during the three-month period immediately preceding the event that gave rise to your claim for damages.

These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

We provide the Services from facilities in the United States. We do not claim, and we cannot guarantee that Services we provide from the United States are or will be appropriate or available for any other location or jurisdiction, comply with the Laws of any other location or jurisdiction, or comply with Laws governing export, import, or foreign use.

10. Responding to Legal Process

BNI may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. We or any Insurance Provider (including, where applicable, the Insurance Acquirer) may deliver or hold any funds or, subject to the terms of our Privacy Policy, any Data as required under such Legal Process, even if you are receiving funds or Data on behalf of other parties. Where permitted by Law, we will make reasonable efforts to provide you Notice of such Legal Process by sending a copy to the email address we have on file for you. BNI is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.

11. Dispute Resolution; Agreement to Arbitrate

A. Binding Arbitration: In the event that there is a dispute, claim or controversy arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, but specifically excluding any dispute principally related to either party’s intellectual property (which such dispute will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by arbitration in San Francisco, California before a single arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs), and in other cases in which the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply. The arbitrator will apply the substantive law of the State of California, exclusive of its conflict or choice of law rules. If the American Arbitration Association is no longer in business or refuses or declines to administer any dispute between the parties brought before it, either party may petition the United States District Court for the Northern District of California to appoint the arbitrator. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of this Agreement.

Either party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested.

B. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.

C. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceed in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

D. Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in San Francisco, California. The decision of the arbitrator will be final and binding on the parties and will not be subject to appeal or review.

E. Fees: Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrators will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

F.Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable Laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

G.Conflict of Rules: In the case of a conflict between the provisions of this Section F.11.g and the rules governing arbitration identified in Section F.11.a, the provisions of this Section F.11.g will prevail. If any provision of this Agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.

12. Entire Agreement

This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and BNI for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and BNI, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

13. Cumulative Rights, Construction, Waiver

The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Law, in equity or under the Insurance Rules. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term “including” or “such as” is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

14. Termination

A. This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or BNI. You may terminate this Agreement by closing your BNI Account at any time by opening the data tab in your account settings, selecting “close my account” and ceasing to use the Service. If you use the Services again or register for another BNI Account, you are consenting to this Agreement. We may terminate this Agreement or close your BNI Account at any time for any reason by providing you Notice. We may suspend your BNI Account and your ability to access funds in your BNI Account, or terminate this Agreement, if: (i) we determine in our sole discretion that you are ineligible for the Services because of fraud or credit risk, or any other risks associated with your BNI Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) any Law, Insurance Provider or Insurance Acquirer requires us to do so; or (iv) we are otherwise entitled to do so under this Agreement. An Insurance Provider or Insurance Acquirer may terminate your ability to accept its Insurance, at any time and for any reason, in which case you will no longer be able to accept the Insurance written pursuant to this Agreement.

B. . Termination does not immediately relieve you of all obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions, and (iii) immediately remove all BNI and insurance network logos from your website (unless permitted under a separate license with the insurance network). Your continued or renewed use of the Services after all pending Transactions have been processed serves to renew your consent to the terms of this Agreement. If you terminate this Agreement, we will pay out any remaining funds owed to you in accordance with Section IV.

In addition, upon termination of this Agreement, you understand and agree that: (i) all licenses granted to you by BNI pursuant to this Agreement will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, damages or payments of any type related to your use of the Services; (iv) we will not be liable for any termination or suspension of the Services or deletion of your information or account data; and (v) you are still liable to us for any Fees or fines, or other financial obligation incurred by you, or through your use of the Services prior to termination.

14. Survival

All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement.

Pricing Page

Section I: API and Dashboard Access

  • 1. Developer Testing:
  • 2. Advantage:
  • 3. Premier:
  • Free
  • $99 / Month
  • $499 / Month

Section II: API Transactions

  • 0-1K:
  • 1K-5K:
  • 5K-10K:
  • 10K+:
  • $1 per quote
  • $.75 per quote
  • $.50 per quote
  • $.35 per quote

Section III: Sales and Service Transactions and Service Fees

  • New Sales Exclusively by the Licensed Agent:
  • Service Transactions for Existing Business:
  • New Sale / Cross Sell:
  • Service Transactions for Existing Cross Sales:
  • Other than Non-Standard Auto products:
  • 0% Service Fee
  • 3% Service Fee
  • 5% Service Fee
  • 3% Service Fee
  • 7% Service Fee

Section IV: Licensed Placements – Commission to “you” as a licensed agent, by premium:

  • 0-250K:
  • 250K-1M:
  • 1M-2.5M:
  • 2.5M-5M:
  • 5M+:
  • 60%
  • 70% gross
  • 80% gross
  • 90% gross
  • 100% gross

Section V: Unlicensed Referral – Fee to “you” as a lead provider, by close rate:

  • 00-10%:
  • 10-25%:
  • 25-50%:
  • 50-75%:
  • 75%+:
  • $.50 per lead
  • $1.50 per lead
  • $5 per lead
  • $25 per lead
  • $50 per lead

Section VI: No Pricing

Section VII: No Pricing