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Agreements

AGENCY AGREEMENT

This Agency Agreement (“Agreement”) is made by and between [Agency Name] “Sub-Producer” or and Obie Insurance Services (“Company” or “Obie”).

WHEREAS, Company, through Agency Hero, wishes to engage Sub-Producer to solicit new customers on Company’s behalf and/or provide quotes for products offered by Obie.

WHEREAS Sub-Producer has a signed Sub-Producer Agreement with Agency Hero, and is in the business of, among other things, providing insurance quotes to insureds and potential insureds;

1.	Sub-Producer guarantees to pay Obie or its designee all premiums, and taxes if applicable, on any insurance policy placed or arranged by Obie for Sub-Producer, irrespective of whether Sub-Producer has collected such premiums, or taxes if applicable, from any customer or client of Sub-Producer. Further, in the event Sub-Producer accepts or handles monies due to Obie on insurance coverages placed through Obie, Sub-Producer guarantees the payment to Obie of all premiums, fees and applicable state taxes and other costs on policies of insurance placed for Sub-Producer’s clients. All such payments are due Obie in accordance with this Agreement or as established from time to time by Obie and are due regardless of whether Sub-Producer has collected the payments. This guarantee shall be made good by Sub-Producer upon demand by Obie at any time with respect to any uncollected premium or unpaid return commission then outstanding. In the event such payments are more than sixty (60) days past due, Sub-Producer consents and acknowledges that Obie will automatically withdraw the applicable payment from the Sub-Producer’s bank account on file. This Agreement will survive the termination of the Sub-Producer Agreement Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date written below.

Executed on {$Signature_date}

Obie Insurance Services	[Sub-Producer]
	{$signature|insert_image:300:100}
By______________________	By_____________________

Name ___________________	Name {$Agent_signature_Name}

Title ____________________	Title {$Agent_signature_Title}

AGENTERO, INC.

Welcome to Agentero!

These terms and conditions are a legal agreement (this “Agreement”) between you (together with the business entity, if any, that you represent, and its Affiliates “Customer” or “You”) and Agentero, Inc., with offices at 1714 Franklin St #100-298, Oakland, CA 94612 (“Agentero” or “we”, “us” or “our”), establishing terms and conditions under which Customer shall access and use the services and features available on Agentero’s web-based platform (the “Agentero Platform”). The Agentero Platform enables current or prospective insurance policyholders and consumers of insurance products and policies (“Policyholders”) to manage insurance policies, and for insurance agents to offer quotes and other information relating to insurance products and policies offered by such agents, upload and maintain such agents’ data from Policyholders or other individuals and provide an online platform for such agents to interact with Policyholders. The Agentero Platform is located at https://my.agentero.com and any related sub-domains, tools and services or through downloadable mobile or other applications through which the Agentero Platform is made available by Agentero from time to time (the “Website(s)”). The date Customer first agrees to this Agreement is referred to herein as the “Effective Date.” Customer’s use of the Agentero Platform is also subject to our Privacy Policy available on our Website as updated from time to time. Customer acknowledges and agrees that the Agentero Platform is in the early stages of its development and that the features and functionality are expected to change frequently.

BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON OR USE THE SERVICES (DEFINED BELOW), CAREFULLY READ THESE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” BUTTON OR USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUH ENTITY AND ITS AFFILIATES TO THIESE TERMS AND CONDITIONS AND BY CLIKCING THE “I ACCEPT” BUTTON YOU HEREBY COVENANT TO ENSURE THAT ALL USERS THAT GAIN ACCESS TO THE AGENTERO PLATFORM AND/OR THE SERVICES FROM CUSTOMER ARE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT SIGN THIS AGREEMENT OR CLICK “I ACCEPT”, AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES.

This Agreement was last updated on August 21, 2018.

AGREEMENT

1.	DEFINITIONS.

1.	“Affiliate” means any corporation or entity of either party, which is owned or controlled by or under common control with a party. For purposes of this definition, “control” shall mean the right to exercise directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of the corporation or entity or the power to direct or cause the direction of the management or policies of the corporation or entity.

2.	“Ancillary Services” means any implementation, installation, support, training, consulting, custom development or other professional services provided by Agentero to Customer hereunder in connection with the Agentero Platform.

3.	“Customer Content” means content, data or information uploaded to and stored in the Agentero Platform by the Customer in connection with Customer’s use of the Agentero Platform. Customer Content may include customer data, policy information, logos, trademarks, marketing materials and the like.

4.	“Documentation” means any proprietary user documentation made available to Customer by Agentero, including any documentation available on the Website or otherwise, as amended or updated by Agentero from time to time in its discretion.

5.	“Intellectual Property Rights” shall mean all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, and (d) trade secrets; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.

6.	“Order” means an order for the purchase of Subscription Services set forth on an Order Form from time to time.

7.	“Order Form” means an online order specifying the Services to be provided hereunder and agreed to by Agentero and Customer through ordering functionality provided through the Agentero Platform and/or Ancillary Services from time to time.

8.	“PII” means information that can be used to identify, contact, locate, distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual.

9.	“Services” means Subscription Services and/or Ancillary Services, as applicable.

10.	“Subscription Services” means those services offered from time to time by means of the Agentero Platform. For the avoidance of doubt, Subscription Services do not include Ancillary Services.

11.	“Subscription Term” means the subscription period for such Subscription Services, as set forth in an Order for the relevant Subscription Services purchased pursuant to such Order.

12.	“Users” means the Customer and employees of Customer who are authorized by Customer to use the Agentero Platform and the Subscription Services and who have been supplied user identifications and passwords by Customer pursuant to Section 3.1.

2.	AGENTERO PLATFORM.

1.	Subscription Services. Subject to the terms and conditions of this Agreement, Customer may subscribe to Subscription Services pursuant to Orders. Each Order is deemed incorporated into this Agreement by reference.

2.	Access and Use. Subject to the terms and conditions of this Agreement, Agentero hereby grants to Customer, during the relevant Subscription Term, a limited, non-exclusive, non-transferable right for its Users to access and use the Subscription Services via the Agentero Platform in accordance with the Documentation, solely for Customer’s internal business purposes and not for the benefit of any other person or entity. Customer agrees that its purchases under this Agreement are neither contingent on the delivery of any future functionality or features of the Subscription Services or Agentero Platform nor dependent on any oral or written public comments made by Agentero regarding future functionality or features. Further, if Agentero provides Customer with any API or software outside the Agentero Platform (“Ancillary Software”), Agentero hereby grants Customer a limited, non-exclusive, non-transferable right to use that Ancillary Software solely in connection with Customer’s use of the Agentero Platform. For the avoidance of doubt, Customer and its Users will not have the right to access or use the Agentero Platform except for the access and use of Subscription Services through the Agentero Platform as provided in this Section 2.2 and in connection with any Ancillary Services.

3.	Restrictions. Customer shall not, directly or indirectly, and Customer shall not permit any User or third party to, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Agentero Platform or Ancillary Software; (ii) modify, translate, or create derivative works based on any element of the Agentero Platform, Ancillary Software or any related documentation; (iii) rent, lease, distribute, sell, resell, assign (except in accordance with Section 12.7), or otherwise transfer its rights to use the Subscription Services, Agentero Platform, Ancillary Services, or Ancillary Software; (iv) use the Subscription Services, Agentero Platform, Ancillary Services or Ancillary Software for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer, its Users and Customer’s direct Policyholders; (v) remove any proprietary notices from the Documentation; (vi) publish or disclose to third parties any evaluation of the Subscription Services, Agentero Platform, Ancillary Services or Ancillary Software without Agentero’s prior written consent; (vii) use the Subscription Services, Agentero Platform, Ancillary Services or Ancillary Software for any purpose other than its intended purpose; (viii) interfere with or disrupt the integrity or performance of the Subscription Services, Agentero Platform, Ancillary Services or Ancillary Software; (ix) demonstrate the Agentero Platform, or provide access to or information regarding the Agentero Platform, to any competitor of Agentero, or (x) attempt to gain unauthorized access to the Subscription Services or Agentero Platform.

4.	Policyholder Access to Agentero Platform. The Services may enable the Customer to provide Policyholders with access to the Agentero Platform, or Policyholders may access the Agentero Platform independently. Customer shall be solely responsible for the Customer Content loaded onto the Agentero Platform and provided to Policyholders through the Agentero Platform.

5.	Free Trial. Agentero will make the Subscription Services available to Customer on a "trial” basis free of charge during the initial Subscription Term until the earlier of (a) thirty days from the date Subscription Services are first ordered, or (b) the start date of any purchased Subscription Service ordered by Customer, or (c) Agentero’s termination, in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

1.	ANY DATA ENTERED BY CUSTOMER INTO THE SUBSCRIPTION SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION. NOTWITHSTANDING SECTIONS 5 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS) AND 6.1 (AGENTERO INDEMNITY), DURING THE FREE TRIAL THE SUBSCRIPTION SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND AGENTERO SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE SUBSCRIPTION SERVICES FOR THE FREE TRIAL PERIOD. WITHOUT LIMITING THE FOREGOING, AGENTERO AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT: (A) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET ITS REQUIREMENTS, (B) CUSTOMER’S USE OF THE SUBSCRIPTION SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 10 (LIMITATION OF LIABILITY), CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO AGENTERO AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SUBSCRIPTION SERVICES DURING THE FREE TRIAL PERIOD, ANY CUSTOMER BREACH OF THIS AGREEMENT AND ANY OF ITS INDEMNIFICATION OBLIGATIONS HEREUNDER"

6.	Ancillary Services. The parties may agree, from time to time, for Ancillary Services to be provided by Agentero to Customer pursuant to an Order.

7.	Interactions and Financial Arrangements between Agents and Policyholders. Any interactions between Agents and Policyholders through the Agentero Platform or which arise from Customer’s use of the Agentero Platform are solely at Customer’s risk. Further, the Agentero Platform may enable Policyholders to provide credit card, financial or other information to Agents.

8.	Agentero is not an Agent of Insurance Products or Policies. Customer agrees and acknowledges that Agentero is not an agent, broker or seller of insurance products or policies. Customer agrees and acknowledges that Customer’s supply of insurance products and policies to a Policyholder or any other customer is at Customer’s and its Policyholders’ sole risk. The purchase and sale of insurance products and policies is between the Customer and Policyholder according to separate terms and conditions as the Customer and Policyholder may agree from time to time. 
3.	PASSWORDS; SECURITY.

1.	Passwords. Agentero will issue to Customer and/or authorize a Customer account manager to create and issue to each User, a user login and password for access and use of the Subscription Services and the Agentero Platform. Customer and its Users are responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the User to which it was issued. Customer is solely responsible for any and all access and use of the Subscription Services or Agentero Platform that occurs under Customer’s account. Customer shall restrict its Users from sharing passwords. Customer agrees to immediately notify Agentero of any unauthorized use of Customer’s or any User’s account and/or login and password, or any other breach of security known to Customer. Agentero shall have no liability for any loss or damage arising from Customer’s failure to comply with the terms set forth in this Section.

2.	Security. Agentero will deploy commercially reasonable security precautions intended to protect against unauthorized access to any Customer Content stored by Agentero on the Agentero Platform in connection with Customer or its Users’ operation of the Agentero Platform. Agentero will exercise reasonable efforts to deploy corrections within the Agentero Platform for security vulnerabilities made known to Agentero.

3.	No Circumvention of Security. Customer and Users shall not circumvent or otherwise interfere with any user authentication or security of the Agentero Platform. Customer will immediately notify Agentero of any breach, or attempted breach, of security known to Customer.

4.	FEES AND PAYMENT.

1.	Subscription Fees. Customer shall pay to Agentero the subscription fees and charges for the Subscription Services for the applicable Subscription Term as set forth in the relevant Order (the “Subscription Fees”). Except as otherwise specified in an Order, subscriptions and Subscription Fees are non-cancelable during the Subscription Term, and the subscriptions purchased cannot be decreased during the relevant Subscription Term on the Order. Agentero may, in its sole discretion, change the Subscription Fees at least forty-five (45) days prior to renewal; provided that Subscription Fees for Customer’s then-current Subscription Term for any fee-bearing Subscription Services will not change until the expiration of such then-current Subscription Term.

2.	Other Fees. Customer shall pay to Agentero the fees, if any, set forth in an Order Form for Ancillary Services, together with any pre-approved out-of-pocket expenses that may be incurred by Agentero or its personnel in connection with the Ancillary Services, including any travel and living expenses.

3.	Invoices and Payment Terms. Customer will provide Agentero with a valid and up-to-date method of payment (e.g. ACH, debit card, credit card, PayPal, etc.) and authorize Agentero or its agents to charge such credit card for the Subscription Services selected in an Order Form for the initial Subscription Term or any renewal Subscription Term as set forth in Section 11.2 (Subscription Term). Such charges shall be made in advance, either annually or in accordance with different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than credit card, , Agentero shall invoice Customer in advance and otherwise in accordance with the relevant Order Form. Customer shall pay Agentero the amount due under any invoice within thirty (30) days of the date of invoice by such payment methods as are supported by Agentero at the time of payment. Past due amounts will be subject to an interest charge equal to the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by applicable law. If Customer’s account is past due for thirty (30) days or more, then Agentero may discontinue access to the Agentero Platform and the Subscription Services and suspend the performance of any outstanding Ancillary Services until all past due invoices are paid in full. For the avoidance of doubt, any continuation of access to the Agentero Platform and the Subscription Services and continued performance of any outstanding Ancillary Services shall not constitute a waiver of Agentero’s right to discontinue access or suspend performance. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction.

4.	Taxes. Customer shall pay all applicable sales (unless an exemption certificate is furnished by Customer to Agentero), use and value-added taxes (except for taxes imposed on Agentero’s net income) with respect to this Agreement or furnish Agentero with evidence acceptable to the taxing authority to sustain an exemption therefrom. All payments under this Agreement shall be made free and clear of (and without deduction for or grossed up for, as applicable) any withholding or other taxes levied by any country or jurisdiction on payments to be made pursuant to this Agreement that applicable law requires Customer to withhold.

5.	REPRESENTATIONS AND WARRANTIES.

1.	Agentero Limited Warranty.

a.	Agentero Platform Warranty. Agentero warrants to Customer that for a period of thirty (30) days following the commencement of provision of any Subscription Services, such Subscription Services shall, under normal use and service, substantially conform to, and perform in all material respects, the functions described in the applicable Documentation. If any such Subscription Services fail to comply with the foregoing warranty, Customer shall provide written notice to Agentero prior to the expiration of the warranty period set forth above and such notice will describe in reasonable detail the nature of the non-conformity. In such event, Agentero shall use reasonable efforts to repair or rectify such non-conformity. If Agentero is unable to repair or rectify such non-conformity using such efforts, then either Agentero or Customer may terminate this Agreement (including without limitation the licenses granted in this Agreement) with respect to the non-conforming Subscription Services and in such event, Agentero will refund to Customer on a pro-rata basis as applicable the portion of Subscription Fees paid to Agentero prior to termination applicable to the access and use of such non-conforming Subscription Services after the termination date. THE REMEDY SET FORTH IN THIS SECTION SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND AGENTERO’S SOLE OBLIGATION FOR ANY BREACH OF THE WARRANTY SET FORTH IN THIS SECTION. THE CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THE AGENTERO PLATFORM IS SUBJECT TO RAPID AND FREQUENT UPDATES AND UPGRADES APPLICABLE TO CUSTOMER AND ALL OTHER USERS OF THE AGENTERO PLATFORM.

b.	Exclusions. The warranty set forth in this Section 5.1 does not cover defects or non-conformities arising from (i) misuse of the Agentero Platform or the Documentation, (ii) any modifications to the Agentero Platform made by any person or entity other than Agentero that is not previously approved by Agentero in writing, (iii) any use of the Subscription Services or Agentero Platform by Customer or its Users beyond the scope of the express rights licenses granted in this Agreement, (iv) any use of the Agentero Platform in combination with other software, hardware or data, or (v) Agentero’s compliance with Customer’s request for changes to the Agentero Platform or with Customer’s designs, specifications or instructions. Further, notwithstanding anything herein to the contrary, any services provided at no charge by Agentero are provided “AS IS” without any warranty, express or implied.

2.	Customer Warranties.

a.	Customer Content Warranty. Customer represents and warrants that Customer has the right, including in respect of all relevant Intellectual Property Rights and applicable data privacy and other laws, to provide Agentero access to and use of the Customer Content as contemplated by this Agreement.

b.	Customer Content Quality and Correctness Warranty. Customer warrants and represents to Agentero that all Customer Content provided by such Customer shall be correct and complete when provided and that Customer shall update such Customer Content when errors are identified.

c.	Other Customer Representations and Warranties. Customer represents, warrants and covenants that:
(i) Customer has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; (ii) Customer’s execution of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by Customer to any third party to keep any information or materials in confidence or in trust; and (iii) Customer is duly licensed as an insurance provider under all applicable laws and regulations.

3.	Disclaimer. THE WARRANTIES SET FORTH IN THIS SECTION 5 ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, AND, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 5, THE AGENTERO PLATFORM, SUBSCRIPTION SERVICES, AND ANCILLARY SERVICES ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER’S USE OF THE AGENTERO PLATFORM, SUBSCRIPTION SERVICES AND ANCILLARY SERVICES IS AT ITS OWN RISK. AGENTERO DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. AGENTERO DISCLAIMS ALL LIABILITY FOR THE LOSS OF DATA ENTERED INTO OR SAVED IN THE AGENTERO PLATFORM.

NO AGENT OF AGENTERO IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF AGENTERO AS SET FORTH HEREIN. AGENTERO DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES OR AGENTERO PLATFORM ARE OR WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE AGENTERO PLATFORM (AS WITH TECHNOLOGY GENERALLY), MAY HAVE ERRORS (OR “BUGS”) AND MAY ENCOUNTER UNEXPECTED TECHNICAL PROBLEMS. ACCORDINGLY, FROM TIME TO TIME, CUSTOMER MAY EXPERIENCE DOWNTIME AND ERRORS IN THE OPERATION, FUNCTIONALITY OR PERFORMANCE OF THE AGENTERO PLATFORM OR SUBSCRIPTION SERVICES. ACCORDINGLY, CUSTOMER SHALL PUT IN PLACE REASONABLE INTERNAL PROCEDURES AND PROCESSES TO ENABLE IT TO MINIMIZE ANY INCONVENIENCE AND ANY ADVERSE IMPACT OF ANY SUCH DOWNTIME OR ERROR.

6.	INDEMNIFICATION.

1.	Agentero Indemnity. Agentero shall, subject to the terms and conditions set forth in this Agreement,
(i) defend Customer from and against any and all third party claims, actions, suits, demands or proceeding brought against Customer (a “Claim”) alleging that Customer’s use of the Agentero Platform and Subscription Services in accordance with the terms of this Agreement infringes any United States copyright, trade secret or United States patent issued as of the Effective Date, and (ii) indemnify and hold harmless Customer against any damages awarded to the third party bringing the Claim or any settlement amount approved by Agentero in writing and paid to the third party bringing the Claim in order to settle the Claim. Agentero’s obligations under this Section are conditioned upon
(i) Agentero being promptly notified in writing of such Claim, (ii) Agentero having the exclusive right to control the defense and/or settlement of the Claim, and (iii) Customer providing all reasonable assistance (at Agentero’s request and expense) in the defense of the Claim. In no event shall Customer settle any Claim without Agentero’s prior written approval. Customer may, at its own expense, engage separate counsel to advise Customer regarding a Claim and to participate in the defense of the Claim, subject to Agentero’s right to control the defense and settlement.

a.	Mitigation. In the event of any such third party Claim or threat thereof, Agentero, at its sole option and expense, may (i) procure for Customer the right to continue to use the allegedly infringing Subscription Services or Agentero Platform, or (ii) replace or modify the Agentero Platform with functionally equivalent software and/or Services. If neither subpart (i) nor (ii) of this paragraph is commercially reasonable or practical in the reasonable opinion of Agentero, Agentero may terminate this Agreement with respect to the allegedly infringing Subscription Services or Agentero Platform, and the license thereto granted hereunder, upon seven (7) days written notice to Customer. In the event of such termination, Agentero shall refund to Customer any portion of Subscription Fees paid to Agentero by Customer for use of the allegedly infringing Subscription Services or Agentero Platform following the date of such termination.

b.	Exclusions. Notwithstanding anything to the contrary in this Agreement, Agentero shall have no obligations to Customer pursuant to this Section 6.1 with respect to any infringement or alleged infringement resulting or arising from (1) any use of the Agentero Platform or Subscription Services by Customer or its Users beyond the scope of the express rights and limited licenses granted in this Agreement, or (2) Agentero’s compliance with Customer’s request for changes to the Agentero Platform or with Customer’s designs, specifications or instructions.

c.	Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF AGENTERO WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE SUBSCRIPTION SERVICES OR AGENTERO PLATFORM OR OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES, CLAIMS AGAINST, OR OBLIGATIONS OF AGENTERO WITH RESPECT THERETO.

2.	Customer Indemnity. Customer shall indemnify and hold harmless, and at Agentero’s request defend, Agentero and its Affiliates, licensors, successors and assigns (and its and their officers, directors, employees, contractors, customers, customers and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys’ fees and court costs) which arise out of or relate to: (a) any third party claim or threat thereof that the Customer Content (and the exercise of the rights by Agentero granted herein with respect thereto) infringes, misappropriates or violates any United States copyright, trade secret or United States patent issued as of the Effective Date; (b) Customer’s use or alleged use of the Subscription Services or Agentero Platform (other than claims arising from Agentero’s breach of this Agreement or from claims subject to Section 6.1); (c) any transactions between Customer and any third party, whether Policyholder or otherwise, or (d) any breach or alleged breach by Customer of any of its covenants, representations or warranties set forth in this Agreement. Customer’s obligations under this Section 6.2 are conditioned upon (i) Customer being promptly notified in writing of such claims for which its indemnification is required above, (ii) Customer having the exclusive right to control the defense and/or settlement of such claim, and (iii) Agentero providing all reasonable assistance (at Customer’s request and expense) in the defense of such claim. In no event shall Agentero settle any such claim without Customer’s prior written approval. Agentero may, at its own expense, engage separate counsel to advise Agentero regarding such a claim and to participate in the defense of such claim, subject to Customer’s right to control the defense and settlement. Customer may not settle any claim for which indemnification is sought under this Section without the prior written approval of Agentero, which approval shall not be unreasonably withheld or delayed.

7.	CONFIDENTIALITY.

1.	Confidential Information. “Confidential Information” means any and all non-public technical and non- technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to this Agreement, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (i) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (ii) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; (iii) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business; and (iv) the terms of this Agreement and any Order. Confidential Information of Agentero shall include the Agentero Platform and Subscription Services. Confidential Information of each Customer shall include the Customer Content provided by such Customer. Confidential Information also includes all summaries and abstracts of Confidential Information.

2.	Non-Disclosure. Each party acknowledges that in the course of the performance of this Agreement, it may obtain the Confidential Information of the other party. The Receiving Party shall, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under the terms of this Agreement. Each party agrees to secure and protect the other party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees, affiliates or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, affiliates and agents who need access to such Confidential Information in order to effect the intent of this Agreement and who are subject to confidentiality obligations at least as stringent as the obligations set forth in this Agreement.

3.	Exceptions to Confidential Information. The obligations set forth in Section 7.2 shall not apply to the extent that Confidential Information includes information which: (i) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the governmental body’s order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality, to the extent permissible by law. Notwithstanding the foregoing, Customer authorizes Agentero to list Customer’s name and logo in a list of customers on Agentero’s Website and marketing materials.

8.	CUSTOMER CONTENT.

1.	Customer Content. Customer, not Agentero, shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of and the parties’ respective rights to use all Customer Content under this Agreement. Customer shall be responsible for obtaining any consents and other rights necessary to collect, submit, use and process Customer Content on the Agentero Platform in connection with the Subscription Services, and to use and display the Customer Content in the output of the Agentero Platform provided to Customers from time to time. In addition, Customer hereby grants to Agentero, a non-exclusive, royalty-free, license to copy, use and modify such Customer Content in the provision of the Services to the Customer.

a.	Personally Identifiable Information. Customer represents and warrants that (i) Customer will provide all required notice to and obtain all required consent from each Policyholder or other individual regarding Customer’s collection, disclosure, analysis and use of Customer Content, including any PII, and (ii) Customer’s collection, disclosure, analysis and use of Customer Content, as contemplated under this Agreement, complies with all applicable laws, rules and regulations.

b.	Privacy Policy. Customer covenants that it shall make publicly available, and comply with, an appropriate privacy policy that complies with all applicable laws and regulations relating to Customer’s collection and use of information from Policyholders.

c.	Compliance with Laws. Customer represents and warrants that it will ensure that the collection and use of information via the Subscription Services complies with all applicable laws, rules and regulations and this Agreement.

2.	Lists. Each Customer which submits a list of contacts of current or prospective Policyholders shall be solely responsible for obtaining all necessary consents as required by law to provide such information to Agentero and to cause the Agentero Platform to send messages to such contacts.

3.	Messages. Agentero strictly prohibits the sending of any unsolicited text or commercial email messages (“Messages”) using Agentero’s functionality. Customer represents and warrants that it shall comply with all applicable laws related to Messages including but not limited to CAN-SPAM and TCPA.

4.	Usage Data. Notwithstanding anything else in the Agreement or otherwise, Agentero may monitor Customer’s and Policyholders’ use of the Subscription Services and Agentero Platform and use data and information related to Customer Content and Customer’s use of the Subscription Services in an aggregate or de-identified manner, including to compile statistical and performance information related to the provision and operation of the Agentero Platform and Subscription Services. Customer agrees that Agentero may make such data and information publicly available, and use such information to the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer, any of the Customer’s Policyholders, or its Confidential Information. Agentero retains all Intellectual Property Rights in such aggregated or de-identified data and information.

5.	Sharing between Customers and Policyholders. Any Customer Content or other information Customer shares with any other Customer or Policyholder is at Customer’s sole risk. Agentero does not control how any Customer or Policyholder utilizes information they receive from any other Customer or Policyholder.

9.	PROPRIETARY RIGHTS.

1.	Ownership. Customer acknowledges that the Agentero Platform and the Subscription Services, and all Intellectual Property Rights therein, are the sole and exclusive property of Agentero and its licensors. Each party retains all other rights not expressly granted in this Agreement.

2.	Agentero Developments. All inventions, works of authorship and developments conceived, created, written or generated by or on behalf of Agentero, whether solely or jointly, including without limitation, in connection with Agentero’s performance of the Ancillary Services hereunder, including Deliverables (“Agentero Developments”), including all Intellectual Property Rights therein, shall be the sole and exclusive property of Agentero.

3.	License to Customer Content. Customer grants to Agentero a royalty-free, nonexclusive, irrevocable, limited right and license to use the Customer Content (a) in order to provide the Subscription Services; (b) to analyze and improve Agentero and the Subscription Services; and/or (c) to compile and use aggregate or de-identified data, statistics, measurements or other metrics derived from Customer Content (including in combination with the aggregate or de-identified customer data of other Agentero customers) for its own purposes. Aggregate or de-identified data means data that does not identify any Customer or individual.

4.	Disclosure of Customer Content. Agentero shall not disclose Customer Content to third parties, except: (i) as necessary to provide the Subscription Services to Customer; (ii) to our service providers who are not permitted to use such data except on behalf of Agentero, (iii) as required by law or to comply with legal process; (iv) to protect and defend the rights or property of Agentero, including as evidence in litigation; (v) to troubleshoot problems with the Subscription Services; (vi) to any successor in interest, including as part of a merger, acquisition or transfer of assets, or as part of a bankruptcy proceeding; or (vii) in aggregate or de-identified form.

5.	Limited Feedback License. Customer hereby grants to Agentero, at no charge, a non-exclusive, royalty- free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license under Customer’s Intellectual Property Rights in and to suggestions, comments and other forms of feedback (“Feedback”) regarding the Agentero Platform, Subscription Services and Agentero Developments provided by or on behalf of Customer to Agentero, including Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Agentero Platform or any other products or services. Feedback is provided “as is” without warranty of any kind.

10.	LIMITATION OF LIABILITY.

1.	No Consequential Damages. EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION OF AGENTERO’S INTELLECTUAL PROPERTY RIGHTS OR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 6, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AGENTERO WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

2.	Limits on Liability. AGENTERO AND ITS LICENSORS SHALL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN THE SUM OF THE AMOUNTS HAVING THEN ACTUALLY BEEN PAID BY CUSTOMER TO AGENTERO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, MINUS, IN ALL CIRCUMSTANCES, ANY AMOUNTS PREVIOUSLY PAID (AS OF THE DATE OF SATISFACTION OF SUCH LIABILITY) BY AGENTERO TO CUSTOMER IN SATISFACTION OF ANY LIABILITY FOR DAMAGES UNDER THIS AGREEMENT. CUSTOMER RELEASES AGENTERO AND ITS LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS, OR DEMANDS RELATING TO THE AGENTERO PLATFORM, SUBSCRIPTION SERVICES OR ANCILLARY SERVICES, AND THIS AGREEMENT IN EXCESS OF THE LIMITATION PROVIDED FOR IN THIS SECTION 10.2.

3.	Essential Purpose. Customer acknowledges that the terms in this Section 10 are an essential basis of the bargain described in this Agreement and that, were Agentero to assume any further liability, the fees payable hereunder would out of necessity, be set much higher. THE LIMITATIONS IN THIS SECTION 10 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

11.	TERM AND TERMINATION.

1.	Term. The term of this Agreement shall commence on the Effective Date and continue until the expiration or termination of all Subscription Term(s), unless earlier terminated as provided in this Agreement.

2.	Subscription Term: The Subscription Term for the Subscription Services selected in an Order Form shall commence on the Order Form Effective Date, continue for one (1) year and thirty (30) days and thereafter shall automatically renew for additional successive one (1) year periods, unless either party provides the other party with written notice of its intent not to renew at least thirty (30) days prior to the expiration of the initial period or any renewal period, or unless earlier terminated as provided in this Agreement.

3.	Termination. Either party may terminate this Agreement (and all Subscription Term(s)) upon written notice to the other party in the event the other party (a) becomes insolvent or bankrupt or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or
(b) commits a material breach of any provision of this Agreement and does not remedy such breach within thirty (30) days after receipt of notice from the non-breaching party or such other period as the parties may agree.

4.	Effects of Termination. Upon expiration or termination of this Agreement, (i) Customer’s use of and access to the Subscription Services and Agentero Platform and the performance of all Ancillary Services shall cease; (ii) all Order(s) shall terminate; and (iii) all fees and other amounts owed under this Agreement shall be immediately due and payable by Customer, including without limitation, all fees incurred under any outstanding Orders up through the date of termination for any Ancillary Services completed and a pro-rated portion of the fees incurred for any partially completed Ancillary Services. In addition, within ten (10) days of the effective date of termination each Receiving Party shall (a) return to the Disclosing Party, or at the Disclosing Party’s option, the Receiving Party shall destroy, all items of Confidential Information then in the Receiving Party’s possession or control, including any copies, extracts or portions thereof, and (b) upon request shall certify in writing to Disclosing Party that it has complied with the foregoing. Following such 10-day period, Agentero shall have no obligation to maintain or provide any Customer Content and may thereafter unless legally prohibited, delete all Customer Content in its systems or otherwise in its possession or under its control.

5.	Survival. This Section 11.4 and Sections 1 (Definitions), 4 (Fees and Payments), 5 (Representations and Warranties), 6 (Indemnification), 7 (Confidentiality), 8 (Customer Content), 9 (Proprietary Rights), 10 (Limitation of Liability), 11.3 (Effects of Termination), and 12 (Miscellaneous) shall survive any termination or expiration of this Agreement.

12.	MISCELLANEOUS.

1.	Notices. Whenever, under the terms of or in connection with this Agreement, any notice, consent, approval, authorization or other information is proper or required to be given by either party, such notice, consent, approval, authorization or other information shall be in writing and shall be given or made by reputable overnight courier with documentation of receipt to the intended recipient thereof or by registered or certified mail, return receipt requested, and with all postage prepaid, to the following addresses: (i) if to Agentero, to 2326 Rose Street, Berkeley, CA 94708,(ii) if to Customer, to the address listed below on the signature page, or (iii) to such other address for either party as may be supplied by notice given in accordance herewith.

2.	Amendment; Waiver. This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties or through a click through agreement accepted by Customer. No term or provision hereof shall be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

3.	Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.

4.	Governing Law. This Agreement and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the State of California as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles which would apply the laws of any other state or country. For any disputes arising out of this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the State of California.

5.	Attorneys’ Fees. In any action to enforce this Agreement, the prevailing party shall be awarded all court costs and reasonable attorneys’ fees incurred, including such costs and attorneys’ fees incurred in enforcing and collecting any judgment.

6.	Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to fire, explosion, earthquake, storm, flood or other weather; unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement); or any other event beyond the reasonable control of the party whose performance is to be excused.

7.	Assignment. Customer may not assign its rights or obligations under this Agreement, whether voluntarily or by operation of law or otherwise, without Agentero’s prior written consent. Notwithstanding the foregoing, Customer may assign this Agreement in connection with an acquisition, sale or transfer of all or substantially all of its assets, stock or business by sale, merger, consolidation, or similar transaction. Agentero may assign its rights or obligations under this Agreement without Customer’s prior written consent. Any purported assignment or transfer in violation of this section shall be void. Subject to the foregoing restrictions, this Agreement will bind and benefit the parties and their successors and permitted assigns.

8.	Relationship of the Parties. Agentero is an independent contractor to Customer. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf. No rights for third-party beneficiaries are created by this Agreement.

9.	Construction of Agreement. Each party acknowledges that it has had the opportunity to have legal counsel review this Agreement and to negotiate its terms and conditions. Should any questions of construction or interpretation of this Agreement arise, then the parties agree that no presumption shall be applied against the party drafting this Agreement or any portion thereof and that the language of this Agreement shall, in all cases, be construed as a whole according to its fair meaning and not strictly for or against either party.

10.	Entire Agreement. This Agreement, including all Order Form(s) and Exhibits, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.

11.	Export. The Subscription Services and Agentero Platform utilize software and technology that may be subject to United States and foreign export controls. Customer acknowledges and agrees that the Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re- exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Subscription Services, Customer represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Agentero Platform may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Customer agrees to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Agentero and its licensors make no representation that the Subscription Services are appropriate or available for use in other locations.

SUB-PRODUCER AGREEMENT
Preamble
This Sub-Producer Agreement (“Agreement”) is made and entered into on this {strftime("%d”, strtotime($_date))|ucwords|xml_safe}  day of {strftime("%B”, strtotime($_date))|ucwords|xml_safe}, 2022 by and between Agency Hero Insurance Services, an Agentero Company (“Company”) and the following licensed insurance agency or producer (“Sub-Producer”):
Pursuant to the terms of this Sub-Producer Agreement, Company is providing, on a non-exclusive basis to Sub-Producer, access to certain insurance carriers and marketplaces to support the solicitation and fulfillment of insurance policies by Sub-Producer. The terms and conditions in this Agreement, as well as those in Agentero’s Terms of Services, will exclusively govern the Sub-Producer’s relationship with Company. With respect to Sub-Producer’s relationship with individual carriers and marketplaces, Sub-Producers may be required by such carriers and marketplaces to agree to carriers’ and marketplaces’ own terms and conditions with respect to Insurance Business.  In some instances, such terms and conditions will be included as Schedules to this Agreement, while some carriers and marketplaces may require terms and conditions to be included in a direct contract with Sub-Producer. While such direct contracts will govern the carriers and marketplaces’ terms and conditions for placing Insurance Business with them, Sub-Producer’s access to such carriers and marketplaces is solely through Company as set forth in this Agreement. 
Sub-Producer is responsible for reviewing and being familiar with all terms and conditions set forth in this Agreement and Agentero’s Terms of Service, as well as the terms and conditions set forth in the websites, privacy policies and terms of service of insurance carriers and marketplaces. Access to insurance carriers and marketplaces and to Agentero Services are subject to Sub-Producer’s acceptance of all terms and conditions of this agreement.

Name: 	{$Agency_Name}
NAIC NPN #:	{$NAICNPN}{$NAICNPN2}
TAX ID# 	{$taxID}{$taxID2}

Definitions.
Where used in this Agreement, the following have the meanings set forth in this Section 1.
1.1.	”Account” means an account that Company provides to a Sub-Producer including any Agentero Technology, agency management systems or carrier portals and the credentials to access the account.
1.2.	“Agency Aggregator Business” means the type of business model upon which this Agreement, and Agreements between Company and other Sub-Producers, is based, whether such business model refers to aggregators, agency network groups, clusters, alliances, or other organized associations of insurance agencies
1.3.	”Company Markets” means those insurance companies and producers, MGAs and/or insurance marketplaces or exchanges with which Company has or will have pursuant to Section 2.1.4 of this Agreement contracts or other arrangements in place by which Sub-Producers may, through Company, submit Insurance Business.
1.4.	”Company Services” means the information and services made available through Company to Sub-Producer, including access to the Company Markets.
1.5.	"Agentero Technology” means the proprietary platforms of Agentero Inc. including but not limited to its SaaS Platform and any other technology offered by Agentero Inc.
1.6.	”Anniversary Date” means the date which is twelve months from the date of execution of this Agreement.
1.7.	”Expirations” means rights of renewals and all data and information related to the Insurance Business, including names and contact information of policyholders and prospective policyholders, descriptions and locations of insured properties, and expiration or renewal dates of the Insurance Business.
1.8.	”Commissionable Premium” means gross premium, less non-commissionable charges and other amounts such as taxes, surcharges, and inspection, policy, modal and other fees.
1.9.	”Compensation Schedule” means the schedule attached to this Agreement setting forth all compensation to be provided to Sub-Producer in connection with this Agreement.
1.10.	”Insurance Business” means business produced or submitted by Sub-Producer in accordance with the terms of this Agreement.
1.11.	“LTM Compensation or Last Twelve Month Compensation” The total amount paid by Company to Sub-Producer during the preceding 12-month period of time starting on the date notice of termination was given. It shall include but not limited to, commissions, any other carrier or Company incentives paid to Sub-Producer.
1.12.	”Sub-Producing Organization” means the licensed insurance agency or entity identified in the Preamble to this Agreement.
1.13.	”Sub-Producing Agents” means the licensed insurance producer representing a Sub Producer Organization
1.14.	”Sub-Producer” means the Sub Producing Organization and its Sub Producing Agents.
1.15.	”Quoting Platform” means a technology platform that enables an insurance producer to obtain quotations and rates for insurance policies.
1.16.	“Qualified Leads” means a natural person who:
1.16.1.	 is a citizen of lawful resident of the United States who is at least 18 years of age; 
1.16.2.	 is referred by a Sub-Producer and;
1.16.3.	 submits an active and valid email address owned by the person submitting the information (that is successfully authenticated) and consents to receive informational and/or marketing emails from insurance carriers and marketplaces by providing an email address;
1.16.4.	 remains subscribed for a period of not less than two weeks.
1.16.5.	 A Qualified Lead does not include an individual who was previously referred by Sub-Producer within the last six (6) months of an individual who is a current customer.  Sub-Producer will not be eligible for Referral Fees for any duplicate leads.
1.16.6.	 Sub-Producer understands and acknowledges that using ‘bots” or other automated technology(ies) in connection with generating leads (for real or “fake” identities), including but not limited by submitting emails, whether done by Sub-Producer or by a third party with or without Sub-Producer’s actual knowledge, constitutes a material breach of this Agreement, will not result in the payment of any Referral Fees.
1.16.7.	 Sub-Producer represents and warrants that it has obtained the authority, in accordance with applicable law, to share any information that it submits including Personal Information, regarding any individuals.

SUB-PRODUCER AGREEMENT
Preamble
This Sub-Producer Agreement (“Agreement”) is made and entered into on this ___ day of___, 2022 by and between Agency Hero Insurance Services, an Agentero Company (“Company”) and the following licensed insurance agency or producer (“Sub-Producer”):
Pursuant to the terms of this Sub-Producer Agreement, Company is providing, on a non-exclusive basis to Sub-Producer, access to certain insurance carriers and marketplaces to support the solicitation and fulfillment of insurance policies by Sub-Producer. The terms and conditions in this Agreement, as well as those in Agentero’s Terms of Services, will exclusively govern the Sub-Producer’s relationship with Company. With respect to Sub-Producer’s relationship with individual carriers and marketplaces, Sub-Producers may be required by such carriers and marketplaces to agree to carriers’ and marketplaces’ own terms and conditions with respect to Insurance Business.  In some instances, such terms and conditions will be included as Schedules to this Agreement, while some carriers and marketplaces may require terms and conditions to be included in a direct contract with Sub-Producer. While such direct contracts will govern the carriers and marketplaces’ terms and conditions for placing Insurance Business with them, Sub-Producer’s access to such carriers and marketplaces is solely through Company as set forth in this Agreement. 
Sub-Producer is responsible for reviewing and being familiar with all terms and conditions set forth in this Agreement and Agentero’s Terms of Service, as well as the terms and conditions set forth in the websites, privacy policies and terms of service of insurance carriers and marketplaces. Access to insurance carriers and marketplaces and to Agentero Services are subject to Sub-Producer’s acceptance of all terms and conditions of this agreement.

Name: 
NAIC NPN #:
TAX ID#

Section 2. 	Services Provided by Company.  
During the term of this Agreement, and subject to the terms provided herein, Company shall provide Sub-Producer with Access to Company Markets and Company Services as follows:
2.1.	Access to Company Markets. Sub-Producer shall have access to Company Markets during the terms of this Agreement, subject to the following:
2.1.1.	Sub-Producer understands and agrees that a Company Market may accept or reject any prospective Insurance Business submitted by Sub-Producer.
2.1.2.	Access to Company Markets shall not constitute a recommendation or endorsement by Company of any particular insurance company or insurance policy. Sub-Producer and Company Markets will alone determine in their sole discretion whether or not to seek, obtain or provide quotes, or bind, obtain or issue Insurance Business.
2.1.3.	Company does not assume responsibility regarding the actions or representations of any Company Market in connection with obtaining or providing quotes for insurance or obtaining or issuing insurance policies.
2.1.4.	Company shall have the right to make any changes to the list of Company Markets at any time, subject to its obligation to notify Sub-Producer, by email or in writing of any such change in writing. 
2.1.5.	The parties acknowledge that, notwithstanding the terms of this Agreement, a Company Market may decide, either before or after submission by Company or Sub-Producer of Insurance Business with Company Market; to: (a) alter or terminate its relationship with Company and/or Sub-Producer, thereby limiting or restricting access to such Company Market; and/or (b) exclude a particular Sub-Producer access to Company Market.  Each of such decisions is referred to herein as “Company Market Termination.  Company is not responsible for any negative consequences to Sub-Producer that may result from a Company Market Termination, such as loss of profits, revenue or commissions and, further, a Company Market Termination may affect Sub-Producer’s ownership of expirations as set forth in Section 8.4 of this Agreement. 
2.2.	Access to Company Services. Sub-Producer shall have access to the following Company Services during the terms of this Agreement, but only to facilitate Sub-Producer in its submission of Insurance Business with Company Markets in accordance with the terms of this Agreement:
2.2.1.	When requested by Sub-Producer, training as it relates to Company Services.
2.2.2.	Facilitation of Sub-Producer’s ability to directly access Quoting Platforms utilized or owned by Company Markets, and notification of training on such Quoting Platforms.
2.2.3.	Production reports from Company that are reconciled to the production reports of Company Markets.
2.3.	Access to Agentero Technology. Sub-Producer will have access to Agentero Technology subject to the Terms of Service of Agentero Inc.
Section 3. 	Conditions and Eligibility.
As a condition to becoming a Company sub-producer, Sub-Producer agrees to maintain during the term of this Agreement, appropriate insurance licenses, insurance coverages and regulatory compliance as follows:
3.1.	Insurance Licensing and Authorizations. Sub-Producer represents and warrants that it is properly licensed, qualified and actively engaged as an insurance producer with authority in property-casualty lines of insurance, in all states in which it engages in the business of insurance and is otherwise authorized to perform the services and engage in the activities contemplated by this Agreement. Sub-Producer shall submit proof of its insurance producer license to Agency Hero at the time of execution of this Agreement, each year on the Anniversary Date and any other time that is requested by Agency Hero. Sub-Producer must immediately notify Agency Hero in writing of any lapse or other adverse change to any of the foregoing licenses and authorizations.
3.2.	Required Insurance Coverages. Sub-Producing Organization shall maintain in full force and effect during the term of this Agreement a policy (or policies) of Errors and Omissions Insurance, and any other policies requested by Agentero each issued by an insurer rated no less than A by A. M. Best Company and which each afford(s) coverage in the minimum amount of $1,000,000 per occurrence or claim made, and having a deductible of no more than $25,000. Such Errors and Omissions Insurance, and other policies requested shall be maintained by Sub-Producing Organization at Sub-Producing Organization’s sole cost and expense and shall be primary and non-contributing coverage applying before any valid and collectible insurance available to Agency Hero. Sub-Producing Organization shall provide notification to Agency Hero in the event of lapse of such coverages and shall furnish proof of such insurance at the inception of this Agreement and on the Anniversary Date and any other time that is requested by Agency Hero.
3.3.	Regulatory Compliance. Sub-Producer represents that it is compliant with all relevant regulatory requirements in each state of its licensure and agrees to maintain such compliance throughout the term of this Agreement. Sub-Producer will carry out all activities in connection with this Agreement in such a manner as to comply with all applicable laws and regulations of all applicable jurisdictions where Sub-Producer is producing insurance, or where insured risks produced by Sub-Producer are located, including but not limited to laws and regulations regarding licensing, policy issuance, policy cancellation, policy forms and endorsements, premium collection, market conduct, and the administration of books and records related to Insurance Business. Sub-Producer shall not directly, or indirectly through any employee or other person acting on behalf of Sub-Producer, knowingly solicit Insurance Business in violation of applicable licensing or any other laws. Sub-Producer shall ensure that the Insurance Business is produced through properly licensed or registered persons.
Sub-Producer agrees to promptly forward to Agency Hero:
3.3.1.	 Any regulatory inquiry or complaint concerning Sub-Producer, or an employee or sub-producer thereof, brought by a state insurance regulator or other governmental authority or a consumer organization, involving the Insurance Business or this Agreement, and any initiated or threatened legal proceeding against Sub-Producer (or an employee or sub-producer) involving the Insurance Business. Agency Hero may, at its discretion, direct Sub-Producer to draft responses and/or directly respond to any such Communication, but in either instance, Sub-Producer shall fully cooperate with Agency Hero in preparing and responding in a timely manner to any Communication.
3.3.2.	Information on any guilty plea or nolo contendere plea involving the following acts involving Sub-Producer or any of its employees or sub-producers: fraud, dishonesty, breach of trust, theft, misappropriation of money or breach of any fiduciary duty.
Section 4. 	Sub-Producer Authority.
4.1.	General Authority: The authority granted to Sub-Producer under this Agreement is non-exclusive and is granted based on the information provided to Company by Sub-Producer before Company granted authority to Sub-Producer under this Agreement. Sub-Producer’s failure to provide accurate or complete information, or failure to respond to questions in connection with such information may result in the termination or voidance of this Agreement and/or Sub-Producer’s forfeiture of compensation otherwise payable by Company to Sub-Producer.
4.2.	Specific Authority. Subject to the terms of this Agreement and any applicable state or federal laws, Company grants to Sub-Producer the authority to:
4.2.1.	Obtain quotes for and bind insurance policies with respect to the Insurance Business to the extent permitted by, and pursuant to the procedures, scope of binding authority, and underwriting guidelines applied by, the Company Market.
4.2.2.	Appoint its own Sub-Producing Agents subject to the Sub-Producing Organization’s requesting in writing and obtaining the prior approval of, Company and the applicable Company Market(s), and provided that:
4.2.2.1.	 Notwithstanding Sub-Producing Organization’s authority to appoint Sub-Producing Agents to act for or on behalf of Sub-Producing Organization, it is not authorized hereunder to appoint Sub-Producing Agents, other organizations or persons to act for or on behalf of Company.
4.2.2.2.	 Sub-Producing Organization will include with its request to appoint Sub-Producing Agents all information necessary or requested by Company to substantiate the expertise and acceptability of each Sub-Producing Agent appointed for Sub-Producing Organization, and Company shall have the right to reject any such proposed sub-producer appointment at its sole discretion.
4.2.2.3.	 Sub-Producing Organization will ensure that each of its Sub-Producing Agents hold the appropriate insurance license(s) and authorizations required by the applicable governmental entities to transact the Insurance Business pursuant to this Agreement and possesses any bond required under such insurance license.
4.2.2.4.	 Sub-Producing Organizations shall require each of its Sub-Producing Agents to enter into an agreement in customary form that, among other things (i) acknowledges this Agreement, (ii) requires such Sub-Producing Agent to comply with the terms of this Agreement and (iii) requires that Sub-Producing Agent have appropriate insurance coverages in place.
4.2.2.5.	 Sub-Producing Organizations shall on an annual basis on the Anniversary Date, and when requested by Company, provide a list to Company of all its Sub-Producing Agents with respect to the Insurance Business, along with their contact information and insurance license numbers. Notification of termination of Sub-Producing Agents shall be provided to Company immediately.
4.2.2.6.	 Sub-Producing Organization is liable for any and all actions of Sub-Producing Agents it appoints and such Sub-Producing Agent’s compliance with the terms of this Agreement and any policies and procedures of Agentero, Company and Company Markets.
4.3.	Promote Company Markets through Sub-Producer’s website, mobile application, social media or email marketing in order to secure Qualified Leads, referring leads to Company Markets.
Section 5. 	Duties of Sub-Producer.
To facilitate the production of Insurance Business, Sub-Producer agrees to:
5.1.	Gather relevant data and utilize its best efforts to secure information, documents and data to facilitate quotes through Quoting Platforms and for Company Markets to propose, price and underwrite the Insurance Business.
5.2.	Attend training sessions and courses when provided by Company Markets.
5.3.	Utilize materials offered by Company and Company Markets for the solicitation and marketing of Insurance Business.
5.4.	Comply with all requirements of Company Markets including those related to payment and billing plans and procedures.
5.5.	Provide to its insureds or sub-producers, and the Company Markets, all necessary services associated with the Insurance Business, including reporting of claims in a timely manner and cooperating and facilitating the timely adjustment and payment of claims.
5.6.	Maintain all documentation that is required by Company Markets for auditing, regulatory and other purposes.
5.7.	Take all corrective actions when requested or required by Company or a Company Market to improve the profitability of Insurance Business and/or reduce adverse loss experience.
Section 6. 	Data Privacy and Security.
6.1.	Sub-Producer is solely and exclusively responsible for knowing and complying with all of its privacy obligations under applicable laws.
6.2.	Sub-Producer agrees to follow all requirements pertaining to the collection, use, storage and protection of non-public personal information in accordance with the Gramm-Leach Bliley Act, U.S. Code Section 6801-6827 and related state laws concerning any consumer.
6.3.	Sub-Producer shall cooperate with Company, or Company Markets, regarding any issue concerning privacy and/or security compliance.
6.4.	Any Account provided to the Sub-Producer may only be used by Sub-Producer for the purposes of this Agreement and Sub-Producer is solely responsible for maintaining security of each Account credentials provided by Company to Sub-Producer. Sub-Producer shall not provide Account to any third party (other than to employees/producers as necessary perform actions necessary under this Agreement). Sub-Producer is solely responsible for any use or action taken under its Account(s). If any Company-provided Account is compromised Sub-Producer must immediately report such compromise to Company and change the password to such Account.
6.5.	Sub-Producer or Company may utilize and disclose any data provided by Sub-Producer necessary to perform the Company Services or provide access to Agentero Technology to carriers, Agentero, Company, attorneys, accountants, consultants, agents or others retained by Company for administration of relationships.
Section 7. 	Compensation to Sub-Producer.
7.1.	Company will pay to Sub-Producer commissions on premiums actually paid over to the Company Market with respect to the Insurance Business at the rates and pursuant to the terms set forth on the Compensation Schedule attached to this Agreement, which schedule Company may amend, in its sole discretion.
7.2.	Sub-Producer is solely responsible for paying any compensation owed by it to its own sub-producers and agrees to indemnify and hold Company harmless from any losses, costs, liabilities or damages that are incurred by Company because of Company’s failure to promptly or properly distribute any commissions or fees to its Sub-Producers.
7.3.	Company will deduct from each return premium a return commission calculated at the same rate as Sub-Producer’s original commission thereon. If the Company Market refunds premiums under any insurance policy for any cause, the Sub- Producer shall immediately remit to Company the commission originally retained by or paid to the Sub-Producer on the amount of premiums so refunded. If the commissions on return premiums, audits and cancellations exceed the commissions on new and renewal premiums during any month, Sub-Producer agrees to remit the net return commission balance to Company ten (10) days after the end of the month.
7.4.	Company shall have the option at its sole discretion to: (ii) deduct from compensation paid to Sub-Producer commissions otherwise due to Sub-Producer if it has a reasonable basis to believe that any portion of such commissions is based on amounts that must be returned to a Company Market, such as refunded premiums for cancellation or discontinuance of an insurance policy, or return of commissions paid by a Company Market with respect to Insurance Business; and/or (i) offset any amounts due from Sub-Producer against commissions to be paid by Company.
7.5.	 Company will pay Referral Fees on a monthly basis based upon Qualified Leads generated during the course of the previous calendar month; provided that proposed lead has been determined by Company Markets to be a Qualified Lead. 
7.5.1.	No Payment will be made if payment would violate any laws and regulations. Sub-producers acknowledge and agree that certain applicable laws may limit or prohibit payment of Referral Fees within specific jurisdictions.
7.5.2.	Sub-producers acknowledge that they are not entitled to Referral Fees for Qualified Leads in any jurisdiction that limits or prohibits the payment of Referral Fess. 
7.5.3.	Referral Fees are not, nor are they intended to be construed as commissions.  In the event that such fees are determined to be commissions by a court of competent jurisdiction, or an agency or tribunal with jurisdiction over such payments or the regulation of Parties, the Parties will work in good faith to resolve payment issues. 
Section 8. 	Ownership of Business & Expirations
8.1.	Subject to the provisions of Sections 8.2, 8.3, and 8.4. hereof, Sub-Producer shall be considered as having the sole and exclusive ownership, possession, use and control of Expirations.
8.2.	In the event this Agreement or any individual appointment with Company Markets is terminated by Sub-Producer or Company in accordance with Section 10.1.1 of this Agreement, Sub-Producer must remit payment of a termination fee (“Termination Fee”) to Company, the value of which shall be determined, on the basis of 0.5 times the LTM Compensation for Sub-Producers whose LTM Compensation is more than $100,000 and on the basis of 3 times LTM Compensation for Sub-Producers whose LTM Compensation is equal or less than $100,000. Sub-Producer must remit payment of such Termination Fee prior to the termination date provided in the notice of termination and, upon such payment, Sub-Producer shall then have the sole exclusive ownership, possession, use and control of Expirations. Failure to remit payment prior to termination shall result in Sub-Producer’s forfeiture to the Company of Sub-Producer’s right to the sole, exclusive ownership, possession, use and control of Expirations.

8.3.	In the event this Agreement is terminated in accordance with the terms of Sections 10.1.2 or 10.2 herein, Sub-Producer shall forfeit to Company all ownership, possession, use and control of Expirations.

8.4.	In the event a Company Market Termination has occurred pursuant to Section 2.1.5 of this Agreement, Sub-Producer forfeits all ownership, possession, use and control of Expirations with respect to Insurance Business produced to the Company Market that initiated such Company Market Termination, unless and until Sub-Producer remits payment of a Termination Fee that is calculated in accordance with Section 8.2 hereof and which only takes into account the LTM Compensation from Company Market that has initiated the Company Market Termination.  
Section 9. 	Ownership of Data
9.1.	Sub-Producer hereby grants Company an irrevocable, non-exclusive, non-transferable, perpetual, royalty-free, worldwide limited license (with the right to assign and sublicense) to use, display, copy, distribute, make derivative works of, sell and import anonymized data.
9.2.	Data that was provided or generated by Company to Sub-Producer shall remain of the property of Company and will remain as such for perpetuity, notwithstanding the right of Sub-Producer to purchase Expirations pursuant to Section 8 of this Agreement.
Section 10. 	Termination.
10.1.	This Agreement terminates:
10.1.1.	Upon ninety (90) days written notice by one party to the other party, for any reason stated in such notice.
10.1.2. Upon 30 days prior written notice by Company in the event Sub-Producer fails to maintain a license in a particular jurisdiction (including license revocation by a licensing or regulatory agency, but not including a temporary suspension of license) to the extent such license is required to either perform services or receive compensation under this Agreement and Sub-Producer fails to cure such defect within 30 days after receiving notice of such defect. Termination based on such licensing lapses and revocations may apply only to terminate Sub-Producer’s authority to perform acts under this Agreement that require a license in the relevant jurisdiction, or to terminate this whole Agreement, at Company’s discretion.
10.2.	Immediately, at Company’s discretion, if Sub-Producer engages in any of the following acts:
10.2.1.	   Incurring debt or obligations on behalf of Company.
10.2.2.	   Committing a fraudulent, deceitful or dishonest act.
10.2.3.	Being convicted of, or pleading guilty or “no contest” to, any felony, or to any misdemeanor involving a felony or theft.
10.2.4.	Disclosing, divulging, misusing, making unauthorized use of confidential information provided to Sub-Producers by Company or Agentero.
10.2.5.	Upon receiving notice of money due, failing to comply with the terms set forth to remit payment.
10.2.6.	   Misusing or misappropriating login information for access to an Account.
10.2.7.	Charging unlawful fees in conjunction with the solicitation and procurement of an insurance policy.
10.2.8.	   Breaching any duties in any Company Markets’ policies and procedures.
10.2.9.	The sale, transfer or merger by Sub-Producer to or with another agency, unless approved by Company.
10.2.10.	  The death or total disability of Sub-Producer, if Sub-Producer is an individual.
10.2.11.	  The abandonment by Sub-Producer of the Insurance Business.
10.2.12.	  Sub-Producer’s insolvency, bankruptcy or receivership or making an assignment for the benefit of credits.
10.2.13.	  A reduction of more than 30% in Sub-Producer’s policy count in any one Company Market, with respect to the Insurance Business managed through the use of Company Services.

Section 11. 	Independent Contractor Status.   
Sub-Producer is an independent contractor relative to Company. Nothing contained in this Agreement, or any written material or correspondence of Company, shall be construed to create an employer-employee relationship between Sub-Producer and Company, or to limit Company’s ability to enter into contracts with other sub-producers.
Section 12. 	Non-Compete
Sub-Producer will not, during the term of this Agreement and any subsequent renewal, or for a period of one (1) year after termination of this Agreement for any reason, directly or indirectly, by himself or in connection with another, seek an appointment with any Company Markets.
Section 13. 	Miscellaneous Provisions
13.1.	Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made when delivered by hand, electronically or by certified mail, return receipt requested postage prepaid and addressed. Notices shall be sent to the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid.
If to Company:

Agency Hero
1714 Franklin St. #100-298
Oakland, CA 94612
USA
If to Sub-Producer:
{$Agency_Name}
{$Physical_Address}{$Physical_Address2}, {$Address_Line2}{$Address_Line22}
{$City}{$City2}, {$State}{$State2}, {$ZIP}{$ZIP2}
USA
Written notice via email shall be deemed received on the first business day after the day it was sent. First class or certified mail shall be deemed received five (5) business days after the date it was sent. Overnight mail shall be deemed received the next business day when sent by reputable overnight courier. Certified mail and hand delivered notices shall be deemed received on the business date it was delivered.
13.2.	Legal Proceedings. Each party shall promptly notify the other party of any complaint, legal proceeding, process, suit, hearing, threat of suit, subpoena or any other form of legal process from any state insurance department or otherwise in connection with any transaction covered by this Agreement. No party shall have the authority to institute legal proceedings on behalf of the other party without approval in advance by the other party in writing.
13.3.	Superseding/Entire Agreement. This Agreement and any Schedules hereto supersede any and all previous agreements covering the subject matter of this Agreement, whether written, oral, between Company and Sub-Producer and constitute the entire agreement between the parties. This Agreement may not be amended or supplemented, nor may any rights hereunder be waived, except in writing signed by the Parties, except that written rules, regulations and instructions of Company communicated to Sub-Producer from time to time shall be binding on the parties the same as though printed herein.
13.4.	Governing Law and Venue. This Agreement and all of its terms and conditions shall be governed by and interpreted under the laws of the State of California. The terms and conditions of this Agreement are fully performable in and any litigation brought on the basis of this Agreement shall be brought in the Superior Court of Alameda County, California.
13.5.	Assignment. This Agreement may not be assigned by Sub-Producer without the prior written consent of Company. Neither Sub-Producer nor his/her spouse nor estate shall have any right to convey, encumber or dispose of any right to receive payments hereunder, it being agreed that such payments and the right thereto may not be assigned or transferable without such written consent.
13.6.	Binding Agreement. This Agreement shall be binding upon, inure to the benefit of the parties hereto, the heirs and personal representative of the Sub-Producer and successors and assigns of Company.
13.7.  Disclaimer of Warranties. EXCEPT AS PROVIDED IN THIS AGREEMENT, AGENTERO TECHNOLOGY AND COMPANY SERVICES, AND ANY RELATED TECHNOLOGY, DOCUMENTATION OR OTHER SERVICES OR DELIVERABLES, ARE PROVIDED “AS IS” AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. COMPANY AND ITS VENDORS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, AND NON-INFRINGEMENT. SUB-PRODUCER EXPRESSLY AGREES AND ACKNOWLEDGES THAT USE OF AGENTERO TECHNOLOGY AND COMPANY SERVICES IS AT SUB-PRODUCER’S SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS AUTHORIZED REPRESENTATIVES CREATES ANY WARRANTY OR IN ANY WAY INCREASES THE SCOPE OF COMPANY’S OBLIGATIONS UNDER THIS AGREEMENT. EXCEPT AS SPECIFIED HEREIN, COMPANY MAKES NO WARRANTIES AND WILL HAVE NO RESPONSIBILITY WITH RESPECT TO THE RESULTS OF ANY ACTION THAT A SUB-PRODUCER, SUB-PRODUCING ORGANIZATION, SUB-PRODUCING AGENT OR ANY THIRD PARTY, MAY TAKE BASED ON DATA PROVIDED BY SUB-PRODUCER, SUB-PRODUCING ORGANIZATION OR SUB-PRODUCING AGENT, OR USE OF AGENTERO TECHNOLOGY OR COMPANY SERVICES, AND COMPANY WILL HAVE NO LIABILITY FOR ANY CLAIM ARISING FROM ANY USE OF SUCH USE. THE PLUGINS AND COMPANY MARKET API’S MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET.  SUB-PRODUCER ACKNOWLEDGES AND AGREES THAT COMPANY AND COMPANY MARKETS AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; AND (B) UNAUTHORIZED THIRD PARTIES (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE DATA, WEBSITES, COMPUTERS, OR NETWORKS. COMPANY WILL NOT BE LIABLE FOR ANY SUCH ACTIVITIES NOR WILL SUCH ACTIVITIES CONSTITUTE A BREACH BY COMPANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT. IN CONNECTION WITH AGENTERO TECHNOLOGY AND COMPANY SERVICES, SUB-PRODUCER MAY ACCESS AND BE PROVIDED INFORMATION REGARDING THIRD PARTY MATERIALS, PRODUCTS, SERVICES, OR OTHER INFORMATION (COLLECTIVELY, “THIRD-PARTY INFORMATION”). ALL THIRD-PARTY INFORMATION IS PROVIDED AS-IS, AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. COMPANY MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO ANY THIRD-PARTY INFORMATION, OR AS TO THE ACCURACY, CURRENCY, OR COMPREHENSIVENESS OF THE SAME.
13.8 Indemnification and Hold Harmless.
13.8.1 Sub-Producer Indemnification. Sub-Producer agrees to defend and indemnify Company, and any of its parents, subsidiaries, affiliates, successors and assigns, and the shareholders, directors, officers, agents and employees of any of them (collectively “Company Indemnitees”), against and in respect of any and all claims (not including covered claims made under any insurance policy properly issued in accordance with this Agreement), demands, actions, proceedings, liability, losses, damages, judgments, costs and expenses, including, without limitation, attorneys’ fees, disbursements, court costs, and punitive, exemplary, or compensatory damages, suffered, made or instituted against or incurred by Company lndemnitees, or any of them, and which directly or indirectly arise out of or relate to the negligence of Sub-Producer or any of its employees or representatives or Sub-Producing Organizations or Sub-Producing Agents, or their failure to comply with any applicable law including cybersecurity and information privacy laws, in discharging or performing their obligations to Company, or to policyholders or obligations under or relating to this Agreement.
13.8.2     Sub-Producing Organization and Sub-Producing Agent Indemnification. The Sub-Producer shall be fully responsible for the conduct and performance of any of its Sub-Producing Organizations and Sub-Producing Agents, and shall defend, indemnify and hold Company harmless against any loss, claim, expense, damages, fines, penalties, or attorney’s fees arising out of any act on the part of such Sub-Producing Organizations and Sub-Producing Agents, including the failure to maintain appropriate licenses or certificates. Nothing in this paragraph shall be construed to allow Sub-Producer to appoint or contract with a Sub-Producing Organization or Sub-Producing Agent except as authorized by Company in accordance with the terms of this Agreement.  
13.9 Feedback.  Company welcomes Sub-Producer’s suggestions, comments, requests, and other feedback (collectively, “Feedback”) with respect to Company and Agentero’s offerings and services.  Such Feedback is voluntary and the Sub-Producer is not required to hold such Feedback in confidence. Sub-Producer hereby grants Company and Agentero an irrevocable, non-exclusive, perpetual, royalty-free, worldwide license to use, display, copy, distribute, make derivative works of, sell and import Feedback.
13.10 Force Majeure. If a Force Majeure Event occurs, the party unable to perform (the “Non-Performing Party”) is excused from performing whatever is prevented by the Force Majeure Event to the extent so prevented, and satisfying whatever conditions precedent to the other party’s obligations that cannot be satisfied. When the Non-Performing Party is able to resume performance of its obligations under this Agreement, or satisfy the conditions precedent to the performing party’s obligations, it shall immediately do so.
13.11 Prior agreements. This Agreement shall supersede and replace all agreements and understandings, oral or written, between the Company and the Sub-producer, as well as between the Sub-producer and any Company Markets.

This Sub-Producer agreement and its attached schedules/addendums are signed and effective as of the date last signed below.

AGENCY HERO 	SUB PRODUCER

By:  	By:

Name: 	Luis Pino 	
Name:    
	
Title: 	CEO & Founder

Date: 	Title:

Date:

Schedule A - Compensation
Compensation
Company shall pay Sub-Producer a commission of the Commissionable Premium for sales of Insurance to customers of the Sub-Producer.
“Commissionable Premium” means gross premium, less non-commissionable charges and other amounts such as taxes, surcharges, and inspection, policy, modal and other fees.
Commissions due to Sub-Producer will be subject to offsets by Company for any return compensation due.
Property & Casualty Commission Schedule

Clearcover	New Business Commission	10%
	Renewal Commission	10%
Openly, Inc.	New Business Commission	12%+Variable
	Renewal Commission	12%
Aon Edge	New Business Commission	10.5%
	Renewal Commission	10%
Cover 	New Business Commission 	10%
	Renewal Commission	8%
Cover (only CA without proof of prior)	New Business Commission	6%
	Renewal Commission	6%
Coterie
GL, BOP, Prof. Liability	New Business Commission	12%
	Renewal Commission 	10%
Get Covered Renters	New Business Commission 	12%
	Renewal Commission 	10%
Get Covered Rent Guarantee	New Business Commission 	4.5%
Gainsco	New Business Commission 	10%
	Renewal Commission 	8%
Pie Insurance 	New Business Commission	12%
	Renewal Commission	10%
Branch	New Business Commission 	13%
	Renewal Commission 	11%
Homeowners of America schedule 1 (Risks not located in: Texas Counties of Brazoria, Collin, Dallas, Denton, Ellis, Fort Bend, Galveston, Harris, Johnson, Kaufman, Montgomery, Rockwall, and Tarrant as well as the entire states of Alabama, Colorado, Georgia, Iowa, Kansas, Missouri, Nebraska, Oklahoma, and South Carolina.)
	New Business Commission 	12%
	Renewal Commission 	12%
Homeowners of America schedule 2 (areas excluded in schedule 1, above).	New Business Commission 	12%
	Renewal Commission 	8%
Elephant	New Business Commission 	10%
	Renewal Commission 	10%
Mile Auto	New Business Commission 	10%
	Renewal Commission 	10%
Pouch	New Business Commission 	11%
	Renewal Commission 	11%
Lemonade	New Business Commission 	10%
	Renewal Commission 	9%
Thimble (Workers Compensation)	New Business Commission	12%
	Renewal Commission	5%
Thimble (General Liability, Professional Liability, Inland Marine)	New Business Commission	14%
Thimble (Businessowners)	New Business Commission	12%
Thimble (Special Events)	New Business Commission	4%
Cowbell	New Business Commission	12%
	Renewal Commission	12%
Stillwater Auto	New Business Commission	11%
	Renewal Commission	10%
Stillwater Homeowners	New Business Commission	12%
	Renewal Commission	12%
Stillwater Dwelling Fire, Umbrella & Renters	New Business Commission	12%
	Renewal Commission	11%
Stillwater Earthquake	New Business Commission	8%
	Renewal Commission	8%
Stillwater Excess Liability	New Business Commission	12%
	Renewal Commission	9%
Stillwater Boat Owners	New Business Commission	12%
	Renewal Commission	11%
Stillwater Business Owners (BOP)	New Business Commission	12%
	Renewal Commission	11%
Bamboo	New Business Commission	12%
	Renewal Commission	11%
CNA Business Owners (BOP)	New Business Commission	12%
	Renewal Commission	10%
CNA Monoline General Liability	New Business Commission	9%
	Renewal Commission	7%
CNA Monoline Property	New Business Commission	12%
	Renewal Commission	10%
CNA Life sciences	New Business Commission	14%
	Renewal Commission	10%
CNA WC – Premium $25,000 and less	New Business Commission	9%
	Renewal Commission	7%
CNA WC – Premium between $25,000 and $50,000	New Business Commission	5%
	Renewal Commission	5%
CNA CL Auto	New Business Commission	7%
	Renewal Commission	7%
CNA Umbrella	New Business Commission	10%
	Renewal Commission	10%
CNA Earthquake	New Business Commission	12%
	Renewal Commission	10%
CNA Tech E&O	New Business Commission	12%
	Renewal Commission	10%
CNA Management Liability	New Business Commission	12%
	Renewal Commission	10%
Obie Insurance – Property and Liability Insurance	New Business Commission	12%
	Renewal Commission	12%
Obie Insurance – Renter’s insurance	New Business Commission	12%
	Renewal Commission	12%
Obie Insurance – Builder’s risk insurance	New Business Commission	8%
	Renewal Commission	8%
Obie Insurance – Flood Insurance (non-underwritten)	New Business Commission	10%
	Renewal Commission	10%
Sensa	New Business Commission	11%
	Renewal Commission	10%
Next – General Liability, Professional Liability, Commercial Property, Commercial Auto and Inland Marine	New Business Commission	10%
	Renewal Commission	9%
Next – Workers Compensation	New Business Commission	7%
	Renewal Commission	7%

Life & Health Commission
Haven Life	Year 1	75%
Ethos - Term	As Earned	85%
Ethos – Simplified Issued Term Life	As Earned	68%
Ethos - Guaranteed Acceptance Whole Life	As Earned 	50%
Ladder Life	Year 1	90%

Life & Health Referral Fees
Product	Referral Fee per Qualified Lead
Haven Life	$30.00
Ethos	$30.00
Ladder (LA, MI, NM, WV)	$0
Ladder (MS)	$16
Ladder (AK, IA, NH, PA, TN, VA)	$20
Ladder (DE, MA)	$40
Ladder(AL, AR, AZ, CA, CO, CT, DC, FL, GA, HI, ID, IL, IN, KS, KY, ME, MN, MO, MT, NE, NV, NC, ND, OH, OK, OR, RI, SC, SD, TX, SD, TX, UT, VT, WA, WI, WY)	$120

MVR Chargeback
In connection with submitting quotes and binding Insurance, Company Markets may require a motor vehicle report (“MVR”) be pulled for each potential driver.  Any costs associated with pulling MVRs, known as a Chargeback, will be the responsibility of the Sub-Producer.  Chargebacks will be deducted from commissions due to Sub-Producer by Company.  If the Chargebacks exceed the commissions during any month, Company will notify the Sub-Producer. Sub-Producer agrees to remit the balance to Company ten (10) days after the end of the month.

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