Benefit Smart Systems™ Marketer Agreement
By signing below, you (“Marketer”) agree to the following Terms and Conditions as a Marketer of the Benefit Smart Systems™ program through Nassau Bay Agency LLC (“NBA”):
WHEREAS, NBA is engaged in the business of development, marketing, sale of 2MyBenes Mobile Communication application under the name Benefit Smart Systems™; and
WHEREAS, Marketer is a licensed insurance agent in good standing and desires to subscribe to the Benefit Smart Systems™ program.
NOW THEREFORE, in consideration of the mutual agreements and covenants herein contained the parties hereto intending to be legally bound hereby agree as follows:
(1) NBA will be responsible for collecting all membership fees.
(2) Marketer agrees it will submit for prior written approval from NBA any and all printed literature, radio/television media, press releases, enrollment materials or similar items as to their content, design, format, use of any trade names, use of any vendor name, trademark, or service mark of NBA or any vendor under contract with NBA. Further, Marketer shall use only the exact verbiage, design and format approved by NBA when describing or making reference to Benefit Smart Systems™. To obtain NBA’s approval, marketing/sales verbiage must be submitted to NBA electronically. Marketer hereby agrees the use of unapproved materials is expressly prohibited, would be grossly unfair to NBA, and such a breach would entitle NBA to immediate injunctive relief.
(3) Marketer agrees to send to NBA all new member information electronically or hardcopy in a mutually agreed upon format within ten (10) days of receipt. Marketer agrees to use Marketer’s best efforts to ensure all data supplied to NBA for processing is in good condition, correct, complete, and in proper format as set forth by NBA.
(4) Marketer agrees not to engage in illegal marketing of Benefit Smart Systems™ as defined in the Telephone Consumer Protection Act (“TCPA”) under 47 U.S.C. section 227 http://www.fcc.gov/cgb/consumerfacts/tcpa.html) and in the CAN-SPAM Act of 2003 (http://www.spamlaws.com/federal/108s877.html). These prohibited acts include, but are not limited to, unlawful telemarketing, unsolicited fax transmittal activities and unsolicited bulk electronic mail.
(5) Marketer acknowledges the Benefit Smart Systems™ name is a trademark of, and is owned by, NBA and may not be reproduced without the express written consent of NBA.
(6) Marketer agrees it shall not engage in any inbound or outbound telemarketing or multilevel (network) marketing without the prior written consent of NBA.
(7) No terms of this Marketer Agreement are intended to nor shall they be deemed or construed to create any relationship between NBA and Marketer other than that of independent entities contracting with each other solely for the purpose of effecting the terms and provisions of this Agreement.
(8) Marketer acknowledges and agrees Benefit Smart Systems™ is not insurance nor is it intended to replace insurance.
(9) Marketer shall not engage in any marketing practices that are false and/or misleading with respect to the products/services of Benefit Smart Systems™.
(10) Marketer shall deliver to NBA a copy of each complaint, request and/or inquiry pertaining to Benefit Smart Systems™ received by Marketer from any consumer, federal or state insurance regulatory authority (accompanied by copies of all reasonably available information and records necessary to assist NBA in responding) no later than two (2) business days after receipt of such complaint, request or inquiry.
(11) Marketer acknowledges (a) NBA does not practice medicine or any other licensed profession, (b) NBA does not control the actions of their vendors and is not responsible in the event one or more of these vendors terminate, cease, or modify the service(s) and/or product(s) offered in Benefit Smart Systems™, (c) NBA is not responsible for the care and treatment of members rendered by the participating professionals from the respective network in which they are associated; such care and treatment being the sole responsibility of the participating professionals from the respective network in which they are associated, (d) each member shall be solely financially responsible for paying the usual and customary fees of participating professionals, less applicable discounts established from time to time
by NBA, for services received by such member, and (e) NBA is not responsible or accountable for providing funds to pay for such services.
(12) Marketer shall indemnify and hold harmless NBA and each of its officers, directors, members, and employees, agents, affiliates and successors and assigns from and against any and all losses, damages, claims, suits, proceedings, liabilities, costs, and expenses (including, without limitation, settlement costs, interest, penalties, and reasonable attorneys’ fees and any reasonable legal or other expenses for investigation or defense of any actions or threatened actions) (collectively “Damages”) which may be imposed on, sustained, incurred or suffered by or served against NBA as a result of, relating to, arising out of, or in connection with (a) any negligence or willful misconduct of Marketer; or (b) any breach by Marketer of any term or provision of this Agreement or any duty owed, NBA; or (c) the Marketer’s violation of any rule, regulation, requirement or law of any federal, state or local governmental authority; or (d) the acts or omissions of the Marketer’s employees, agents, contractors, vendors.
(13) This Agreement is made in accordance with the laws of the State of Texas. Venue for any dispute regarding this Agreement shall be in Harris County, Texas.
(14) This Agreement may be terminated at any time upon ten (10) days written notice by either party.
(a) Upon termination by either party without cause, all existing memberships will continue to be serviced so long as membership fees are received.
(15) NBA, at its option, may terminate this Agreement immediately or at any time under the following circumstances:
(a) If Marketer, its affiliates, related entities, and/or subsidiaries, or any partner and/or agent acting on behalf of Marketer, engages directly or indirectly in conduct that violates any law, rule or regulation including illegal marketing practices. In such event, NBA may deactivate members enrolled by Marketer in its sole discretion.
(b) If any law, rule or regulation is enacted or promulgated that prohibits the performance of any of the duties hereunder, or if any law, rule or regulation is interpreted to prohibit such performance.
(16) In relation to the subject of this Agreement, each party shall perform its duties in compliance with all applicable laws, ordinances, regulations and other requirements, state or federal, that are now governing or may in the future govern the subject matter of this Agreement. Additionally, each party shall secure and maintain all licenses, registrations and permits by any local, state, federal, or governmental authority required of them in the performance of its obligations under this Agreement. Upon request, Marketer agrees to supply any documentation to NBA in order to assist in resolving any member complaint.
UNLESS OTHERWISE SPECIFIED HEREIN, THIS AGREEMENT SHALL BE EFFECTIVE UPON THE DATE EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF NASSAU BAY AGENCY LLC.
MARKETER NASSAU BAY AGENCY LLC.
Signature: ___________________________ Signature:________________________
Name:_______________________________ Name: __________________________
Title: _______________________________ Title: CEO
Company:____________________________ of Nassau Bay Agency LLC,
SS # or FEIN:__________________________
Agent National Producer #:_______________
State of Licensure:______________________
Marketer Number: ______________________
(assigned by NBA)
A copy of this Agreement containing signatures of all the parties hereto shall constitute an original document for all purposes.