Partnership Terms

Last updated: Feb 2023.

This Terms of the Partnership Agreement (the “Agreement”, this “Terms”, together “Agreement & Terms”) govern your relationship with between Zenner Inc. (using the brand name "Faye"; and on behalf of its subsidiary Zenner Insurance Services, LLC) (hereinafter: “Faye”).

By accepting these terms below, you, the entity you represent, and any affiliate of such entity (collectively, “Partner”) agree that you have read and agree to be bound by this Agreement & Terms to the exclusion of all other terms. If the terms of this Agreement & Terms are considered an offer, acceptance is expressly limited to such terms. This Agreement & Terms is entered into as of the date you accept these Terms or use the application services (“Effective date”).

Faye is a licensed property and casualty insurance producer in all U.S. states. Partner has access to third parties which are deemed by Faye as potential customers. Partner and Faye wish to cooperate in connection with Partner’s performance of certain marketing campaigns as further described in this Agreement & Terms.

1. Campaign Scope

Faye and Partner will initiate a marketing campaign the scope of which is more fully detailed in the Agreement & Terms and incorporated herein by reference, during the period set forth therein (“Campaign”). In exchange for the services provided by Partner during the Campaign and the rights granted to Faye hereunder, including grant of access to third parties to which Partner has access (e.g. users / clients) (collectively, “Leads”), Faye will pay Partner the amounts detailed in the Agreement, as applicable, under the terms thereof.

Partner shall promote Faye product to its clients, along with any given specifications such as age, geographic location, etc. and as specified in this Terms.

2. Campaign Partners; Types

For the purposes of this Agreement & Terms, “Partners” includes both Licensed and Unlicensed Partners. “Licensed Partners” are Partners who hold applicable insurance producer, agent, or broker licenses, or Travel Retailers acting under Faye’s licenses that comply with applicable training and certification requirements. “Unlicensed Partners” are all other Partners who do not hold applicable licenses to conduct insurance business.

3. Intellectual Property; Agent of Record

Each Party shall retain all rights, title and interest (including, without limitation, all intellectual property rights) in and to its name, logos, marks, other identifiers, promotional, marketing and descriptive copies, signage, graphic designs and any other intellectual property provided to the other Party (collectively, “Materials”). Nothing herein shall be construed as granting any license or other right, except those rights expressly granted hereunder.

Both Parties may use and display such Materials as reasonably necessary to give effect to this Agreement & Terms. Neither Party may use Materials for any other purpose, other than as required by applicable federal, state and local laws or regulations.

Upon termination of this Agreement & Terms, or sooner if requested by either Party, both Parties shall immediately cease using any Materials of the other Party.

Partner acknowledges and agrees that Faye is the Agent of Record on all insurance policies that Faye may sell to Leads as a result of this Agreement & Terms. Faye therefore owns the policy expiration and renewal rights to such policies, and all commission earned and due from insurance carriers. Neither Partner, nor any of Partner’s partners, employees and/or affiliates, may encourage a customer to terminate its policy or relationship with Faye.

4. Termination

The term of this Agreement & Terms shall be continuous unless terminated pursuant to this Section 6. Any payment obligations of Faye to Partner incurred as of the termination date will survive the expiration or termination of this Agreement & Terms.

Where Partner is a Licensed Partner or Travel Retailer, either Party may, upon thirty (30) days’ prior written notice to the other Party, terminate this Agreement & Terms for any reason or no reason whatsoever.

Faye may terminate this Agreement & Terms immediately by written notice upon any of the following:

Partner’s material breach of this Agreement & Terms (including Partner’s failure to take any action that constitutes a material breach) by delivering written notice specifically stating the circumstances of such material breach; provided, Partner shall be allowed thirty (30) days to fully cure such breach after notice or discovery of such breach;

The commission of any fraud, gross negligence or willful misconduct by Partner, which includes, but is not limited to, willful violation of instructions or willful violation of any provision of this Agreement & Terms or any law, rule or regulation applicable to Partner or Faye;

Partner attempts, or encourages any Lead to attempt, to trigger a payment obligation by Faye for any reason other than a bona fide application/quote reflecting a genuine interest in Faye products and/or services, including through the use of any deceptive or misleading practice, method or technology such as offering financial incentives or using automated, artificial or other methods designed to trigger a payment obligation;

Faye receives notification that a Licensed Partner’s insurance producer licenses necessary to the conduct of business under this Agreement & Terms have been suspended or revoked, or that the provision of services contemplated herein or payment of fees under this Agreement & Terms to a Licensed Partner or Unlicensed Partner are illegal under applicable law.

This Agreement & Terms shall terminate automatically upon delivery of written notice by one Party to the other, if either Party:

becomes bankrupt or insolvent, makes an unauthorized assignment of this Agreement & Terms for the benefit of creditors, goes into liquidation, has proceedings initiated against it for the purpose of seeking a receiving order or winding up order, or applies to the courts for protection from its creditors,

decides, in its reasonable discretion, that compliance with this Agreement & Terms is no longer feasible.

Partner acknowledges that in the event of termination of this Agreement & Terms, Faye may continue to market to, and develop any new or existing relationships with any Leads. Partner acknowledges and agrees that Faye may serve advertising to any Leads that have viewed or interacted with any links, ads, or any other Materials on any Partner site, and Partner represents and warrants that it shall have obtained the valid consent of such Lead to any such interaction and to the processing of the personal data or information of such Lead by Faye, to the extent such consent is required by any applicable data privacy law. Upon the occurrence of any event giving rise in favor of Faye to assert a notice of termination under this Section 5, Faye may immediately suspend Partner’s rights to access the Materials and/or to generate leads for Faye, until the reason for such suspension is resolved or this Agreement & Terms has been terminated. From and after the effective date of termination of this Agreement & Terms, any authority Partner has hereunder shall be terminated.

Notwithstanding the above, Sections 4, 7, 8 and 9 will survive the termination or expiration of this Agreement & Terms.

5. [Deleted]

6. Indemnification

Partner shall indemnify and hold harmless Faye, its parents, affiliates and subsidiaries and their respective owners, directors, officers, employees and representatives, and the successors and assigns of any of them, from and against all losses, claims, damages, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from (a) any breach of any representation, warranty, obligation or covenant made by the Partner herein, (b) any negligent or willful act or omission by the Partner in connection with the performance of its obligations hereunder or (c) any infringement, misappropriation, or violation by Partner of the intellectual property rights, contract rights or other legally-recognized rights of Faye in respect of any of Faye’s intellectual property furnished to Partner for use under this Agreement & Terms, or (d) any breach by Partner of the Compliance Annex attached to the Agreement as Annex C.

7. Limitation of Liability

EXCEPT FOR THOSE OBLIGATIONS RELATING TO A PARTY'S WILFUL MISCONDUCT, GROSS NEGLIGENCE, DATA SECURITY, CONFIDENTIALITY, DATA PRIVACY, OR A PARTY'S INDEMNIFICATION OBLIGATIONS (COLLECTIVELY, THE "EXCLUSIONS"), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER ARISING OUT OF THIS AGREEMENT & TERMS (UNDER CONTRACT LAW, TORT LAW OR OTHERWISE), EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

EXCEPT FOR THE EXCLUSIONS, IN NO EVENT SHALL A PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT & TERMS EXCEED THE AGGREGATE AMOUNTS PAID AND DUE TO PARTNER UNDER THIS AGREEMENT & TERMS.

8. Confidentiality

From time to time during the terms of this Agreement & Terms, either Party (as the "Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, confidential intellectual property, trade secrets, client lists, third party confidential information and any other information which would reasonably be considered confidential or proprietary under the circumstances (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party or any of its representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction.

The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement & Terms; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement & Terms. The Receiving Party shall be responsible for any breach of this Section caused by any of its Representatives. On the expiration or termination of this Agreement & Terms, at the Disclosing Party’s written request, the Receiving Party shall promptly return, and shall require its representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. The Receiving Party acknowledges that remedy of damages may be inadequate to protect the interests of the Disclosing Party in the event of breach or threatened breach of this Agreement & Terms. Accordingly and in addition to all other remedies available at law, should the Receiving Party breach or threaten to breach any of its undertakings under this Section, the Disclosing Party may obtain immediate interlocutory injunctive relief, without posting a bond or making any other undertaking as a condition to such relief, to prevent or limit such unauthorized use or disclosure, in addition to any other rights or remedies the Disclosing Party may have under this Agreement & Terms or otherwise. The Receiving Party acknowledges the availability and propriety of injunctive or other equitable relief to the Disclosing Party in addition to any other remedy at law, which may be available to the Disclosing Party.

9. Record keeping; Audit

Partner shall keep full and accurate records of any transactions under this Agreement & Terms for at least three (3) years, or such longer period as may be required under applicable law. Upon five (5) days’ prior written notice, Faye shall have the right to inspect any of Partner’s records and supporting data. Partner shall reasonably make available to Faye and provide Faye with freedom of access to any such records in any medium in which they are kept.

10. Miscellaneous

Faye shall have the sole and exclusive discretion to determine whether Leads are eligible for Faye’s products or services. Only residents of the United States are eligible to purchase Faye’s products or services.

Nothing contained in this Agreement & Terms shall either be construed to create an employer-employee or principal-agent relationship between Faye and Partner, or be deemed as a joint venture, legal partnership association or other such relationship of any kind between Faye and Partner.

Employees of the Parties who are assigned to perform services under this Agreement shall be and remain employees of their respective Parties, and shall not be considered employees or agents of the other Party for any purpose. Each Party is fully responsible for the terms and conditions of employment or services between itself and its employees or agents, and for the payment, reporting, collection and withholding of all applicable taxes and similar contributions required by law.

This Agreement & Terms may be amended, altered or modified only in writing and if signed by the authorized representatives of each Party hereto.

Neither Party may assign their rights or responsibilities under this Agreement & Terms without the prior written consent of the other Party, except that Faye may assign this Agreement & Terms to another licensed insurance agent or broker controlling, controlled by or under common control with Faye, and to an acquirer of all or substantially all of Faye’s assets or business.

Except as may be otherwise agreed to, neither Party is authorized to make representations or commitments to any third party regarding the other Party or its products or services.

Neither Party shall disclose the terms and conditions of this Agreement & Terms to any third parties without the prior written consent of the other Party, except for a disclosure (i) to the request of a competent authority or in the framework of a proceeding held by a competent authority; or (ii) to a bona fide potential investor in connection with a due diligence.

This Agreement & Terms shall be governed by the laws of the State of New York (excluding choice of law and conflicts of law rules other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The Parties agree to submit to the exclusive jurisdiction of the Federal Courts in the Southern District of New York, or if not applicable, to the Courts of New York State, in the County of New York, New York. Each Party waives its right to a jury trial in any claim based on this Agreement & Terms. This section 9.h shall not affect the Parties’ obligation to settle disputes by arbitration as provided by this Agreement & Terms.

This Agreement & Terms shall be binding upon and inure to the exclusive benefit of the respective Party, and is not intended to benefit any third party. No third party may claim any right or benefit under the Agreement & Terms, nor seek to enforce any of the terms and conditions thereof.

This Agreement & Terms together with the attachments and annexes hereto constitutes the entire understanding between the Parties with respect to the subject matter hereof, and replaces any prior agreements, understandings or communications, whether oral or written, among the Parties with respect thereto.

If any dispute arises out of or relates to this Agreement & Terms or the breach thereof, which cannot be settled through negotiation (a “Dispute”), the Parties agree first to try in good faith to settle the Dispute by mediation administered by JAMS under its Commercial Mediation Procedures (“Mediation”) before resorting to arbitration, litigation or any other form of dispute resolution. In the event that efforts to settle the Dispute via Mediation fail, such Dispute shall be settled by arbitration in New York, New York. The arbitration panel shall consist of three active or retired disinterested officers at the vice president level or higher of Hi-Tech companies that have or have had annual revenue of not less than five million dollars. One arbitrator shall be appointed by each party and an umpire shall be chosen by the two party-appointed arbitrators. Except as provided in this Section 9.k, the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitrators shall be relieved of following the strict rules of evidence, and shall interpret this Agreement & Terms to give effect to the intentions of the Parties. The decision of a majority of the panel shall be the award of the arbitrators, and judgment on the award may be entered in any court having jurisdiction thereof. Each party shall bear its own costs, the cost of its arbitrator and half the cost of the umpire and the proceeding. Notwithstanding the foregoing, equitable relief may be sought in any court of competent jurisdiction at any time.

Notices shall be in writing and shall be deemed to have been duly given (a) when hand delivered to the other party; (b) upon sending to the other party at the email addresses below without notification of non-delivery; or (c) upon receipt after deposit with an overnight courier or deposit in the mail with first class or certified mail receipt requested postage prepaid and addressed to the other party according to the addresses below:

If to Faye: by email to: [email protected]
If to Partner: the address & email that appears in the Partner's Agreement.