SUPERIOR ACCESS INSURANCE SERVICES, INC.ONLINE MEMBER SERVICES AGREEMENTEFFECTIVE DATE: SEPTEMBER 2, 2015IMPORTANT: THE TERMS AND CONDITIONS BELOW WILL GOVERN YOURRELATIONSHIP WITH SUPERIOR ACCESS INSURANCE SERVICES, INC(“SAIS”)AND YOUR USE OF THE SAIS WEBSITE AND OTHER SERVICESYOU ARERESPONSIBLE FOR REVIEWING AND BEING FAMILIAR WITH THIS DOCUMENTAND THE TERMS OF SAIS’ WEBSITE USE AND PRIVACY POLICYACCESS TOTHE WEBSITE AND THE SERVICES ARE CONDITIONED UPON YOURACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT, ANDTHE WEBSITE USE AND PRIVACY POLICYYOU MAY ACCEPT BY CLICKINGTHE “I ACCEPT” BUTTON BELOWPLEASE NOTE THAT ANY USE BY YOU OFTHE WEBSITE OR SERVICES WILL CONSTITUTE ACCEPTANCE OF THE TERMSAND CONDITIONS OF THIS AGREEMENT AND ANY MODIFICATION HERETOServicesMember is hereby designated as the entity set out in the Online Membership processSAIS ishereby designated as Superior Access Insurance Services, Inc.During the term of this Agreement, and subject to the terms provided herein, SAIS shall provideMember with access to one or more insurance companies, markets or underwriting facilities withwhom SAIS has a contractual relationship (“SAIS Markets”)The information and servicesmade available through SAIS and its website are collectively referred to herein as the “Services”.SAIS does not recommend or endorse any SAIS Market, nor does SAIS assume anyresponsibility regarding the actions or representations of any SAIS Markets in connection withobtaining or providing quotes for insurance, or obtaining or issuing insurance policiesMemberand SAIS Markets will each determine in their sole discretion whether or not to seek, obtain, orprovide quotes or binders, or obtain or issue policiesSAIS may at any time, subject to notice asprovided below, rescind the Member’s authority to use the ServicesEligibilityaUse of this Website and Services is limited to parties that may lawfully enter into and formcontracts under applicable lawMembers must register with SAIS and provide all requestedinformation regarding Member prior to making any use of the ServicesThe specificeligibility requirements shall be set out in the Online Membership process on SAIS’sWebsiteFailure to satisfy any of the eligibility requirements for a membership or provideany requested information may result in termination of this Agreement or suspension orrestriction of your membership.bSAIS reserves the right to refuse to accept any Member.cMember must at all times maintain a valid agent/broker license for each state and each line ofbusiness in which it solicits insurance business from insureds or prospective insureds andeach state selected by Member in the Online Membership Process on SAIS’s Website and2represents and warrants that it holds such licenseA Member may not solicit or sellinsurance business in any state in which it is not licensedMember represents that suchlicense(s) are not limited by any condition or restriction imposed by any regulatory authority.Member must furnish proof of such licensing upon request by SAIS and promptly notifySAIS of any changes in license status for each state selectedSAIS reserves the right toterminate, suspend or restrict your membership and this Agreement, and suspend thepayment of commissions in the event your license(s) lapses or is cancelled, or You fail toprovide evidence of a current unrestricted licenseIn the event your membership issuspended or restricted for failure to provide evidence of a current unrestrictedlicense(s) you will continue to be charged a membership fee until SAIS receives suchevidence or your membership is terminatedMember agrees to comply with the laws ofthe states in which the insurance risk for which they are obtaining a quote is located,including without limitation, all laws regarding the license required to be held by persons inMember’s organization that are utilizing the Services.dMember agrees to maintain Errors & Omissions (“E&O”) insurance covering Member’sactivities with limits of at least $500,for property and casualty business written byMember and represents and warrants that it holds such insuranceAn updated declarationspage must be provided to SAIS on the anniversary date each year thereafter or at any timeSAIS requests such informationIn the event that Member’s E&O insurance lapses or failsto remain in full force and effect, Member shall promptly notify SAIS and voluntarily ceaseuse of the Services until such time that the Member’s E&O coverage has been reinstated orplaced in forceSAIS reserves the right to terminate, suspend or restrict yourmembership and this Agreement, and suspend the payment of commissions in the eventMember’s Errors and Omissions insurance coverage lapses or is cancelled, or Memberfails to provide evidence of such coverage at the request of SAISIn the event yourmembership is suspended or restricted for failure to provide evidence of current Errorsand Omissions insurance coverage you will continue to be charged a membership feeuntil SAIS receives such evidence or your membership is terminated.eMember has no authority to bind, make, alter, vary or discharge any insurance policy, extendthe time for payment of premiums, waive or extend any policy obligation or condition, orincur any liability on behalf of SAIS or SAIS MarketsMember shall not use the name, logo,identifying mark, or trademark of SAIS or any SAIS Market without the prior writtenconsent of SAIS or the SAIS MarketMembership FeesaIf Member is registered for a program in which a membership fee is charged, Member will becharged membership fees for Website access and fees for other services selected by Memberin an amount set out in the Online Membership process or otherwise on SAIS’s Website.Membership fees are fully earned and non-refundable upon receiptIn the event oftermination of its membership, Member shall not be entitled to a refund of any membershipfees paidIf this Agreement is terminated prior to the end of the term for which Member feeshave been paid, Member shall not be entitled to a pro-rata refund of such fees.bMember authorizes SAIS to debit Member’s credit card or ACH account for the membershipand other fees charged.3cOnce you have chosen a membership plan, you may only convert to a different membershipplan or revert back to a previously chosen membership plan one time in each monthperiod and will take effect on the next payment anniversary date or billing date.dTaxesIn addition to the fees due under this Agreement, each payor party agrees to pay allfederal, state, local, sales and/or use taxes, penalties and late charges (collectively “Tax”)imposed by a taxing authority against the payor party as a result of this AgreementNeitherparty shall have any responsibility or obligation to report or pay to any taxing authority anypersonal property or intangible taxes or any tax on income that may be imposed by a taxingauthority against the other party in connection with the ServicesTo the extent a payee partyis required to collect and remit any Tax owed by a payor party, the payee party shall invoicethe payor party, as a separate line item, the amount of any such tax (without prejudice toSuperior Access Insurance Services right to recover such tax from Member in the event, andupon discovery, that Superior Access Insurance Services inadvertently failed to include suchtax on the applicable invoice)To the extent the payee party subsequent to the issuance of anyinvoice is required to collect and remit any Tax (due to change in law, facts andcircumstances or any other matter) such invoices shall be revised and reissued to reflect theTax due by the payor partyWebsite Use and Privacy Policy and Other Notices from SAIS are Incorporated intothis AgreementThe Website and Services may be used only to obtain insurance policy quotes in relation to thesubmission of an insurance policy application to SAIS, and may not be used for any otherpurposeMember shall review and comply with SAIS and the SAIS Markets’ requirements asnoticed from time to time, including without limitation the Website Use and Privacy Policy,which is incorporated herein by referenceThe authorization to use the Website and Services isat all times subject to guidelines or other instructions provided by SAISSAIS may makechanges to this Agreement and the Website Use and Privacy Policy from time to timeMemberis responsible for reviewing and complying with any changes to this Agreement and the WebsiteUse and Privacy PolicyIf at any time Member does not wish to accept a revised version of thisAgreement or the Website Use and Privacy Policy, Member’s sole remedy is to terminate thisAgreement as provided in Section belowIf Member continues to use the Website andServices after such changes to the Agreement have been made, Member will be deemed to haveaccepted the terms of the revised Agreement and be bound by itCommissions; Charges; Payment and Collection of Amounts DueaIn consideration of Member obtaining insurance policy quotes for its customers throughSAIS and subject to the terms and conditions in this Agreement, Member shall be paidcommissions on policies placed or obtained through SAIS per the Commission Schedule ineffect as posted on the SAIS Website on the effective date of the policy or renewal, asapplicable, which may be amended by SAIS at any time and which is incorporated herein byreferenceAn administrative fee charged by SAIS, if any, shall not be passed on by theMember to the applicant or insuredCommissions paid on Excess and Surplus Lines businessshall be established on a policy by policy basis.4COMMISSIONS WILL BE DIRECTLY DEPOSITED INTO A BANK ACCOUNTDESIGNATED BY YOUYOU AGREE TO ACCEPT THE PAYMENT OFCOMMISSIONS IN THIS MANNER AND TO PROVIDE ALL NECESSARYINFORMATION TO ENABLE SAIS TO ACCOMPLISH THE DIRECT DEPOSIT.YOU FURTHER AGREE TO KEEP ALL SUCH INFORMATION CURRENTANDVERIFY THE ACCURACY OF THE INFORMATION UPON REQUEST BYSAIS.bAny amounts or commission due Member may be offset against any amounts owed byMember, including, but not limited to, the payment of membership fees in the eventMember’s credit or debit card or ACH Account transaction is declined for any reason, theobligation of indemnification provided in Section 12, the obligation of SAIS to pay an Errorsand Omissions claim due to Your actions or to reimburse a carrier for payment ofpremiumswhich are your obligation under this AgreementSuch rights shall survive thetermination of this Agreement.THE OBLIGATION OF SAIS TO PAY COMMISSION ON ANY POLICY IS SUBJECTTO THE COLLECTION BY SAIS OF SUCH COMMISSION FROM THE INSURANCECARRIER.THE PAYMENT OF COMMISSIONS MAY BE SUSPENDED UNTIL VALID ANDEFFECTIVE ERRORS AND OMISSIONS INSURANCE COVERAGE AND/ORACTIVE AND PROPER LICENSING INFORMATION IS PROVIDED BY YOU TOSAIS.cNo commission will be paid to terminated or cancelled Members except for business writtenby Member prior to the date of termination and except as provided hereinExcept asprovided in Section 9, SAIS will continue to pay renewal commissions on in-force policies toa terminated or cancelled Member as long as 1) Member maintains the necessary licenses towrite the lines of business written through SAIS and to receive commissions on suchpolicies; 2) the Member maintains the required Errors and Omissions insurance coverage andprovides evidence of the same to SAIS; 3) the policy continues to be written through SAIS;and 4) Member is in compliance with all other terms of this AgreementCommissions paid toMember after termination, cancellation, suspension or deactivation of your membership shallbe fifty percent (50%) of the commission in effect for your particular membership plan onthe effective date of the policy renewal or endorsement.dIn the event SAIS no longer has a contract with a SAIS Market, SAIS reserves the right tomove the policies written by such SAIS Market to another SAIS Market at the renewal dateof each such policyIf the policy renews through SAIS with the new SAIS Market, Membershall be paid commissions on the renewal of the policy based upon the new SAIS Market’scommission rate.eMember may only charge agent/broker fees as permitted by applicable law and subject to theSAIS Markets’ requirementsMember agrees to adhere to all laws and regulationsconcerning such fees and to refund any such fee unlawfully charged to any applicant uponSAIS’s request within five (5) days of notification by SAIS.fMember shall be liable to SAIS and shall pay return or unearned commissions on canceledinsurance and on reductions in premium at the same rate as originally allowed to Member5Member must pay such return or unearned commissions to SAIS within fifteen (15) days of arequest by SAIS.gMember authorizes SAIS to debit Member’s credit card or ACH account to the extent thatMember fails to remit return or unearned commissions within ten (10) days of the date returnor unearned commissions are owedSuch debit rights survive any termination of thisAgreement.hIf any delinquent premium invoice(s) on any policy(ies) are placed into collection against theinsured directly, including but not limited to collection proceedings or collection litigation,and collection is successful, Member shall not be entitled to a commission on such premiumrecovery.iSAIS reserves the right to restrict or suspend Your membership in the event you submitpayment for premium or any other amount due hereunder and such paymentisreturned by Your bank for insufficient funds or is declined by Your credit cardcompany.jMember agrees that it shall pay, and hereby guarantees payment of all premiums withoutreduction of commissions to SAISAll premiums in the possession of the Member shall beheld by it in trust and Member agrees that it is acting as a fiduciary as to such funds.kMember understands and agrees that any policies of insurance that are cancelled for thereason of non-payment of premium may not be subject to reinstatementMember TransactionsaSAIS reserves the right to reject any application for insurance if such application isincomplete, if its information cannot be validated or if the information contained in theapplication does not conform with the insurance carrier’s underwriting guidelinesSAIS hasno obligation to complete or correct any incomplete or inaccurate application submitted byMemberSAIS must rely on Member to provide full and accurate informationSAIS shall notbe responsible either for exposures or policy limits not requested by MemberIt is theresponsibility of Member to understand the underwriting requirements for any policy ofinsurance and to accurate, truthfully and completely communicate any such information toSAIS in a timely manner.bExcept as provided herein to the contrary, Member retains all renewal rights to policiesobtained through SAIS.cMember has sole and exclusive responsibility for all communications with the insurancebuyer and for all policy servicing functions, all legal and regulatory requirements pertainingto the insurance buyer and to the conduct of Member’s insurance business.dMember shall not hold itself out as an agent for or representative of SAIS or any SAISMarket.eMember understands that Member has no express or implied authority to bind coverage onbehalf of any SAIS MarketMember understands and agrees that no insurance coverageis bound by any SAIS Market until such coverage is expressly confirmed in writingeither by the applicable SAIS Market or by SAISMember is not authorized to confirmbinding of coverage to any insured nor to issue any certificate of insurance or otherevidence of insurance to any insured, any additional insured, any loss payee or to anythird person unless and until binding of coverage is confirmed in writing by either SAISor the SAIS Market, and Member is authorized in writing to issue such evidence ofinsurance.fMember shall notify SAIS of any legal action, threat of legal action, or complaint filed with a6regulatory authority with respect to any matters pertaining to this Agreement immediatelyupon notice of the sameMember shall cooperate with SAIS in the investigation, settlementor defense of any claim, suit or complaint arising out of business produced hereunder, andshall do nothing to prejudice the rights of SAIS in relation theretoAll notices of suits, suitpapers or written complaints shall be forwarded to SAIS regarding business written underthis Agreement within two (2) business days of receiptMember Audit Requirements/ Access to RecordsMember shall maintain, at its principaladministrative office, accurate and complete records and accounts of all transactions and/orpolicies sought or obtained through SAIS hereunder during the time this Agreement is in forceand for five (5) years thereafterSuch records and accounts shall be maintained in accordancewith best insurance practicesMember shall allow audit(s) and access by SAIS to Memberrecords relating to coverage, binders, policies, and use of the Services during normalbusiness hours, upon five (5) business days noticeSAIS may only audit and access recordsrelated to policies placed through SAISSAIS audit and access rights shall survive anytermination of this Agreement for a period of five (5) yearsPrivacy and SecurityaPlease read the SAIS Website Use and Privacy Policy which is hereby incorporated byreferenceSAIS may change the Policy from time to time, which will be noted by a lastrevision date at the top of the PolicyMember is responsible for reviewing the Policyperiodically for any changes and complying with its terms.bMember is solely and exclusively responsible for knowing and complying with all of itsprivacy obligations under applicable lawMember will fully cooperate with SAIS or SAISMarkets upon written request regarding any issues concerning privacy and/or securitycompliance.cMember agrees that any information concerning SAIS, its clients, SAIS Markets, practicesand personnel is confidential and proprietary in nature and not to be shared with any otherentity without the express written permission of SAISMember agrees that SAIS shall beentitled to injunctive relief and any other remedies afforded by law if such information isdisclosed by Member.dThe password granted to Member may be used only to access the Website, use the Services,electronically sign its transactions and review its completed transactionsMember is solelyresponsible for maintaining the security of its passwordMember may not disclose itspassword to any third party (other than Member employees authorized by it to use itsaccount) and is solely responsible for any use of or action taken under its password on theWebsiteIf Member’s password is compromised, Member must change its password.Member must promptly notify SAIS of any security breaches or unauthorized access to theWebsite or Services.eMember has sole and exclusive responsibility for all systems required by Member to accessand use the Website and the Services, including without limitation all hardware, operatingsoftware, applications software, electronic storage, browser configuration and networkconnectivitySAIS hereby disclaims all liability arising from any changes Member maymake to its computer or software in order to use the ServicesTermination7This agreement may be terminated by SAIS upon written notice to Member or noticeprovided via the WebsiteMember may only terminate this agreement by following theprocedure provided for via the WebsiteMember may transfer policies obtained throughSAIS at any time upon notice via the Website or upon notice of termination by SAISUponnotice of termination Member may no longer utilize the Services.If Member is terminated forany of the following reasons, it shall not be entitled to the payment of commissions aftertermination of its membership: a) Member withholds any funds, policies, or otherproperty belonging to SAIS, SAIS Markets or any insured or applicant for insurance or failsto pay an amount when due; b) a regulatory authority cancels or nonrenews any licensenecessary for Member to produce insurance, or such license lapses, c) Member failsto comply with this Agreement, any amendment hereto, any guideline or writteninstruction provided by SAIS, or the Website Use and Privacy Policy; d) Member commitsany act of fraud or misrepresentation e) Member becomes bankrupt or insolvent, eithervoluntarily or involuntarily commences any action for relief under the bankruptcy laws of theUnited States, is dissolved or liquidated; f) Member’s Errors and Omissions insurancecoverage is canceled, lapses or is reduced below a level acceptable to SAISIndependent Contractor; No Agency; No Third-Party Beneficiaries.aThis Agreement does not create any employment, partnership, agency, joint venture, or otherfiduciary relationship between Member and SAISMember is an independent insuranceproducer and is not acting under appointment as an agent for SAIS or any SAIS Markets.Member is an independent contractor for all purposes under this Agreement.bNothing expressed or implied in this Agreement shall be construed to give to any personother than the parties hereto or any third party beneficiaries any legal or equitable rights,remedies, or claims under or in respect to this AgreementRepresentations and Warranties.aMember represents and warrants that: (i) at all times it will comply with all applicable lawsand regulations relating to its business; (ii) to the best of its knowledge the information itprovides to SAIS is accurate and complete; and (iii) it will comply with the Website Use andPrivacy Policy.bSAIS makes no representations or recommendations regarding coverage choices, limits,deductibles or endorsements of any applicant for insurance nor does SAIS warrant thesuitability of any insurance or insurance policy for any person’s needsSAIS does notguarantee Member’s satisfaction with the performance of the SAIS Markets, nor does SAISguarantee or promise that Member will successfully obtain quotes, binders or policies fromany SAIS Markets through the use of the ServicesIt is the exclusive duty of the Member toassess an applicant’s needs and to make insurance coverage and related insurancerecommendationsIndemnityaSAIS agrees to indemnify, defend and hold harmless Member against any and all claims,demands, losses, expenses, liabilities and damages of whatever nature, including interest,penalties and attorney fees (collectively herein, “Costs”) Member may incur, which resultfrom, arise out of, or relate to any breach by SAIS of this Agreement.8bMember agrees to indemnify, defend and hold harmless SAIS, the SAIS Markets, claimsadministrators, and servicing companies against any and all costs SAIS and/or theymayincur, including costs of collection of any amounts due hereunder, or which result from,arise out of, or relate to: (i) Member’s duties, obligations, or performance under thisAgreement; (ii) Member’s duties or obligations to its customers or to the SAISMarkets; (iii) any violations of the obligations of Member under applicable insurance law;or (iv) any other acts or omissions of Member and/or its agents, employees or representatives.cEach party to this Agreement shall promptly notify the other party in writing of the existenceof any claim or anticipated claim that is subject to indemnification under this sectionEachparty and/or its affiliates shall at all times have the right to fully participate in such defense attheir own expenseLimitation of Liability and DisclaimerSAIS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDINGWITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, ORCONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSTPROFITS OR LOSS OF BUSINESS OPPORTUNITY), ARISING OUT OF OR INCONNECTION WITH THIS AGREEMENT, THE WEBSITE, THE SERVICES, USE OFTHE SERVICES, OR THE INABILITY TO USE THE SERVICESSAIS DISCLAIMSSUCH LIABILITY TO THE MAXIMUM EXTENT PERMITTED UNDERAPPLICABLE LAW.SAIS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSOR IMPLIED, INCLUDING WITHOUT LIMITATION, TO THE FULLEST EXTENTPERMITTED UNDER APPLICABLE LAW:ATHAT THE SAIS MARKETS WILL PERFORM AS INDICATED OR TOMEMBER’S EXPECTATIONS;BTHAT MEMBER WILL SUCCESSFULLY PLACE A POLICY WITH SAISMARKETS OR THAT OTHER SERVICES WILL BE COMPLETED TOMEMBER’S SATISFACTION; ANDCTHE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE FACTUALINFORMATION PROVIDED THROUGH THE SERVICES OR BY THE SAISMARKETSGeneral ProvisionsaApplicable LawThe Website and the Services are arranged, sponsored, and managed bySAIS in the State of California, USAThe laws of the State of California govern thisAgreement and all of its terms and conditions, without giving effect to any principles ofconflicts of lawsMember agrees to waive jury trial and to the trial of any disputes solelybefore a judgeSAIS in entitled to attorneys’ fees and costs of suit if it obtains an order,judgment in any amount, injunction or other relief.bEntire AgreementThis Agreement, including any terms and conditions incorporatedherein by reference, and the general terms and conditions contained on the Website,including but not limited to the Website Use and Privacy Policy constitute the entireagreement of the parties with respect to the subject matter hereof, and supersede and cancel9all prior and contemporaneous agreements, representations, and understandings of the partiesin connection with the subject matter hereof.cApplicabilityIf Member has any agreements with SAIS in effect as of the date hereof, suchagreements are hereby cancelled and superseded in their entirety by this AgreementThisAgreement shall apply to all policies heretofore and hereafter bound or placed through SAISby Member.dSeverabilityIf any provision of this Agreement shall be deemed unlawful, void, or for anyreason unenforceable, then that provision shall be deemed severable from these terms andconditions and shall not affect the validity and enforceability of any remaining provisions.eNo WaiverSAIS will not be considered to have waived any of its rights or remediesdescribed in this Agreement unless the waiver is in writing and signed by SAISSAIS’failure to enforce the strict performance of any provision of this Agreement will notconstitute a waiver of SAIS’ right to subsequently enforce such provision or any otherprovisions of this Agreement.fAssignabilityMember may not transfer or assign the Agreement except with writtenconsent of SAIS.I HAVE COMPLETELY READ THIS AGREEMENT AND UNDERSTAND THETERMS CONTAINED HEREINI HEREBY AGREE TO ALL OF THE PROVISIONSCONTAINED ABOVE, INCLUDING WITHOUT LIMITATION THE WEBSITE USEPOLICY AND PRIVACY POLICY.BY ACCEPTING THIS AGREEMENT, I REPRESENT AND WARRANT THAT IHAVE THE FULL RIGHT AND POWER TO EXECUTE THE AGREEMENT ONBEHALF OF MEMBER AND TO BIND MEMBER OR INDIVIDUALS ON WHOSEBEHALF I ACCEPT.CLICK HERE TO ACCEPTSignor: [redacted] ***: [redacted]
ID # [redacted] Hello,This is a response to Mr [redacted] ’s complaint against Superior Access regarding membership fees Mr [redacted] initially signed up with Superior Access on 4/20/and signed a Superior Access Insurance Services, IncOnline Membership Services Agreement agreeing to the understanding of the document and the terms of the agreement He entered his bank account information into the portal authorizing Superior Access to withdraw funds to pay for his membership Mr [redacted] then cancelled his membership with Superior Access on 5/17/ Mr [redacted] then signed up with Superior Access again on 7/5/and signed another membership services agreement agreeing to the understanding of the document and the terms of the agreementHe then entered his credit card information into the portal authorizing Superior Access to charge his credit card to pay for his membership Mr [redacted] then cancelled his membership on 7/15/17.I have attached both membership agreements Mr [redacted] signed stating that Superior Access membership fees are fully earned and non- refundable and that he had read the agreement and understood the terms.Membership FeesaIf Member is registered for a program in which a membership fee is charged, Member will becharged membership fees for Website access and fees for other services selected by Memberin an amount set out in the Online Membership process or otherwise on SAIS’s Website.Membership fees are fully earned and non-refundable upon receiptIn the event oftermination of its membership, Member shall not be entitled to a refund of any membershipfees paidIf this Agreement is terminated prior to the end of the term for which Member feeshave been paid, Member shall not be entitled to a pro-rata refund of such fees.bMember authorizes SAIS to debit Member’s credit card or ACH account for the membershipand other fees charged
SUPERIOR ACCESS INSURANCE SERVICES, INC.ONLINE MEMBER SERVICES AGREEMENTEFFECTIVE DATE: SEPTEMBER 2, 2015IMPORTANT: THE TERMS AND CONDITIONS BELOW WILL GOVERN YOURRELATIONSHIP WITH SUPERIOR ACCESS INSURANCE SERVICES, INC(“SAIS”)AND YOUR USE OF THE SAIS WEBSITE AND OTHER SERVICESYOU ARERESPONSIBLE FOR REVIEWING AND BEING FAMILIAR WITH THIS DOCUMENTAND THE TERMS OF SAIS’ WEBSITE USE AND PRIVACY POLICYACCESS TOTHE WEBSITE AND THE SERVICES ARE CONDITIONED UPON YOURACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT, ANDTHE WEBSITE USE AND PRIVACY POLICYYOU MAY ACCEPT BY CLICKINGTHE “I ACCEPT” BUTTON BELOWPLEASE NOTE THAT ANY USE BY YOU OFTHE WEBSITE OR SERVICES WILL CONSTITUTE ACCEPTANCE OF THE TERMSAND CONDITIONS OF THIS AGREEMENT AND ANY MODIFICATION HERETOServicesMember is hereby designated as the entity set out in the Online Membership processSAIS ishereby designated as Superior Access Insurance Services, Inc.During the term of this Agreement, and subject to the terms provided herein, SAIS shall provideMember with access to one or more insurance companies, markets or underwriting facilities withwhom SAIS has a contractual relationship (“SAIS Markets”)The information and servicesmade available through SAIS and its website are collectively referred to herein as the “Services”.SAIS does not recommend or endorse any SAIS Market, nor does SAIS assume anyresponsibility regarding the actions or representations of any SAIS Markets in connection withobtaining or providing quotes for insurance, or obtaining or issuing insurance policiesMemberand SAIS Markets will each determine in their sole discretion whether or not to seek, obtain, orprovide quotes or binders, or obtain or issue policiesSAIS may at any time, subject to notice asprovided below, rescind the Member’s authority to use the ServicesEligibilityaUse of this Website and Services is limited to parties that may lawfully enter into and formcontracts under applicable lawMembers must register with SAIS and provide all requestedinformation regarding Member prior to making any use of the ServicesThe specificeligibility requirements shall be set out in the Online Membership process on SAIS’sWebsiteFailure to satisfy any of the eligibility requirements for a membership or provideany requested information may result in termination of this Agreement or suspension orrestriction of your membership.bSAIS reserves the right to refuse to accept any Member.cMember must at all times maintain a valid agent/broker license for each state and each line ofbusiness in which it solicits insurance business from insureds or prospective insureds andeach state selected by Member in the Online Membership Process on SAIS’s Website and2represents and warrants that it holds such licenseA Member may not solicit or sellinsurance business in any state in which it is not licensedMember represents that suchlicense(s) are not limited by any condition or restriction imposed by any regulatory authority.Member must furnish proof of such licensing upon request by SAIS and promptly notifySAIS of any changes in license status for each state selectedSAIS reserves the right toterminate, suspend or restrict your membership and this Agreement, and suspend thepayment of commissions in the event your license(s) lapses or is cancelled, or You fail toprovide evidence of a current unrestricted licenseIn the event your membership issuspended or restricted for failure to provide evidence of a current unrestrictedlicense(s) you will continue to be charged a membership fee until SAIS receives suchevidence or your membership is terminatedMember agrees to comply with the laws ofthe states in which the insurance risk for which they are obtaining a quote is located,including without limitation, all laws regarding the license required to be held by persons inMember’s organization that are utilizing the Services.dMember agrees to maintain Errors & Omissions (“E&O”) insurance covering Member’sactivities with limits of at least $500,for property and casualty business written byMember and represents and warrants that it holds such insuranceAn updated declarationspage must be provided to SAIS on the anniversary date each year thereafter or at any timeSAIS requests such informationIn the event that Member’s E&O insurance lapses or failsto remain in full force and effect, Member shall promptly notify SAIS and voluntarily ceaseuse of the Services until such time that the Member’s E&O coverage has been reinstated orplaced in forceSAIS reserves the right to terminate, suspend or restrict yourmembership and this Agreement, and suspend the payment of commissions in the eventMember’s Errors and Omissions insurance coverage lapses or is cancelled, or Memberfails to provide evidence of such coverage at the request of SAISIn the event yourmembership is suspended or restricted for failure to provide evidence of current Errorsand Omissions insurance coverage you will continue to be charged a membership feeuntil SAIS receives such evidence or your membership is terminated.eMember has no authority to bind, make, alter, vary or discharge any insurance policy, extendthe time for payment of premiums, waive or extend any policy obligation or condition, orincur any liability on behalf of SAIS or SAIS MarketsMember shall not use the name, logo,identifying mark, or trademark of SAIS or any SAIS Market without the prior writtenconsent of SAIS or the SAIS MarketMembership FeesaIf Member is registered for a program in which a membership fee is charged, Member will becharged membership fees for Website access and fees for other services selected by Memberin an amount set out in the Online Membership process or otherwise on SAIS’s Website.Membership fees are fully earned and non-refundable upon receiptIn the event oftermination of its membership, Member shall not be entitled to a refund of any membershipfees paidIf this Agreement is terminated prior to the end of the term for which Member feeshave been paid, Member shall not be entitled to a pro-rata refund of such fees.bMember authorizes SAIS to debit Member’s credit card or ACH account for the membershipand other fees charged.3cOnce you have chosen a membership plan, you may only convert to a different membershipplan or revert back to a previously chosen membership plan one time in each monthperiod and will take effect on the next payment anniversary date or billing date.dTaxesIn addition to the fees due under this Agreement, each payor party agrees to pay allfederal, state, local, sales and/or use taxes, penalties and late charges (collectively “Tax”)imposed by a taxing authority against the payor party as a result of this AgreementNeitherparty shall have any responsibility or obligation to report or pay to any taxing authority anypersonal property or intangible taxes or any tax on income that may be imposed by a taxingauthority against the other party in connection with the ServicesTo the extent a payee partyis required to collect and remit any Tax owed by a payor party, the payee party shall invoicethe payor party, as a separate line item, the amount of any such tax (without prejudice toSuperior Access Insurance Services right to recover such tax from Member in the event, andupon discovery, that Superior Access Insurance Services inadvertently failed to include suchtax on the applicable invoice)To the extent the payee party subsequent to the issuance of anyinvoice is required to collect and remit any Tax (due to change in law, facts andcircumstances or any other matter) such invoices shall be revised and reissued to reflect theTax due by the payor partyWebsite Use and Privacy Policy and Other Notices from SAIS are Incorporated intothis AgreementThe Website and Services may be used only to obtain insurance policy quotes in relation to thesubmission of an insurance policy application to SAIS, and may not be used for any otherpurposeMember shall review and comply with SAIS and the SAIS Markets’ requirements asnoticed from time to time, including without limitation the Website Use and Privacy Policy,which is incorporated herein by referenceThe authorization to use the Website and Services isat all times subject to guidelines or other instructions provided by SAISSAIS may makechanges to this Agreement and the Website Use and Privacy Policy from time to timeMemberis responsible for reviewing and complying with any changes to this Agreement and the WebsiteUse and Privacy PolicyIf at any time Member does not wish to accept a revised version of thisAgreement or the Website Use and Privacy Policy, Member’s sole remedy is to terminate thisAgreement as provided in Section belowIf Member continues to use the Website andServices after such changes to the Agreement have been made, Member will be deemed to haveaccepted the terms of the revised Agreement and be bound by itCommissions; Charges; Payment and Collection of Amounts DueaIn consideration of Member obtaining insurance policy quotes for its customers throughSAIS and subject to the terms and conditions in this Agreement, Member shall be paidcommissions on policies placed or obtained through SAIS per the Commission Schedule ineffect as posted on the SAIS Website on the effective date of the policy or renewal, asapplicable, which may be amended by SAIS at any time and which is incorporated herein byreferenceAn administrative fee charged by SAIS, if any, shall not be passed on by theMember to the applicant or insuredCommissions paid on Excess and Surplus Lines businessshall be established on a policy by policy basis.4COMMISSIONS WILL BE DIRECTLY DEPOSITED INTO A BANK ACCOUNTDESIGNATED BY YOUYOU AGREE TO ACCEPT THE PAYMENT OFCOMMISSIONS IN THIS MANNER AND TO PROVIDE ALL NECESSARYINFORMATION TO ENABLE SAIS TO ACCOMPLISH THE DIRECT DEPOSIT.YOU FURTHER AGREE TO KEEP ALL SUCH INFORMATION CURRENTANDVERIFY THE ACCURACY OF THE INFORMATION UPON REQUEST BYSAIS.bAny amounts or commission due Member may be offset against any amounts owed byMember, including, but not limited to, the payment of membership fees in the eventMember’s credit or debit card or ACH Account transaction is declined for any reason, theobligation of indemnification provided in Section 12, the obligation of SAIS to pay an Errorsand Omissions claim due to Your actions or to reimburse a carrier for payment ofpremiumswhich are your obligation under this AgreementSuch rights shall survive thetermination of this Agreement.THE OBLIGATION OF SAIS TO PAY COMMISSION ON ANY POLICY IS SUBJECTTO THE COLLECTION BY SAIS OF SUCH COMMISSION FROM THE INSURANCECARRIER.THE PAYMENT OF COMMISSIONS MAY BE SUSPENDED UNTIL VALID ANDEFFECTIVE ERRORS AND OMISSIONS INSURANCE COVERAGE AND/ORACTIVE AND PROPER LICENSING INFORMATION IS PROVIDED BY YOU TOSAIS.cNo commission will be paid to terminated or cancelled Members except for business writtenby Member prior to the date of termination and except as provided hereinExcept asprovided in Section 9, SAIS will continue to pay renewal commissions on in-force policies toa terminated or cancelled Member as long as 1) Member maintains the necessary licenses towrite the lines of business written through SAIS and to receive commissions on suchpolicies; 2) the Member maintains the required Errors and Omissions insurance coverage andprovides evidence of the same to SAIS; 3) the policy continues to be written through SAIS;and 4) Member is in compliance with all other terms of this AgreementCommissions paid toMember after termination, cancellation, suspension or deactivation of your membership shallbe fifty percent (50%) of the commission in effect for your particular membership plan onthe effective date of the policy renewal or endorsement.dIn the event SAIS no longer has a contract with a SAIS Market, SAIS reserves the right tomove the policies written by such SAIS Market to another SAIS Market at the renewal dateof each such policyIf the policy renews through SAIS with the new SAIS Market, Membershall be paid commissions on the renewal of the policy based upon the new SAIS Market’scommission rate.eMember may only charge agent/broker fees as permitted by applicable law and subject to theSAIS Markets’ requirementsMember agrees to adhere to all laws and regulationsconcerning such fees and to refund any such fee unlawfully charged to any applicant uponSAIS’s request within five (5) days of notification by SAIS.fMember shall be liable to SAIS and shall pay return or unearned commissions on canceledinsurance and on reductions in premium at the same rate as originally allowed to Member5Member must pay such return or unearned commissions to SAIS within fifteen (15) days of arequest by SAIS.gMember authorizes SAIS to debit Member’s credit card or ACH account to the extent thatMember fails to remit return or unearned commissions within ten (10) days of the date returnor unearned commissions are owedSuch debit rights survive any termination of thisAgreement.hIf any delinquent premium invoice(s) on any policy(ies) are placed into collection against theinsured directly, including but not limited to collection proceedings or collection litigation,and collection is successful, Member shall not be entitled to a commission on such premiumrecovery.iSAIS reserves the right to restrict or suspend Your membership in the event you submitpayment for premium or any other amount due hereunder and such paymentisreturned by Your bank for insufficient funds or is declined by Your credit cardcompany.jMember agrees that it shall pay, and hereby guarantees payment of all premiums withoutreduction of commissions to SAISAll premiums in the possession of the Member shall beheld by it in trust and Member agrees that it is acting as a fiduciary as to such funds.kMember understands and agrees that any policies of insurance that are cancelled for thereason of non-payment of premium may not be subject to reinstatementMember TransactionsaSAIS reserves the right to reject any application for insurance if such application isincomplete, if its information cannot be validated or if the information contained in theapplication does not conform with the insurance carrier’s underwriting guidelinesSAIS hasno obligation to complete or correct any incomplete or inaccurate application submitted byMemberSAIS must rely on Member to provide full and accurate informationSAIS shall notbe responsible either for exposures or policy limits not requested by MemberIt is theresponsibility of Member to understand the underwriting requirements for any policy ofinsurance and to accurate, truthfully and completely communicate any such information toSAIS in a timely manner.bExcept as provided herein to the contrary, Member retains all renewal rights to policiesobtained through SAIS.cMember has sole and exclusive responsibility for all communications with the insurancebuyer and for all policy servicing functions, all legal and regulatory requirements pertainingto the insurance buyer and to the conduct of Member’s insurance business.dMember shall not hold itself out as an agent for or representative of SAIS or any SAISMarket.eMember understands that Member has no express or implied authority to bind coverage onbehalf of any SAIS MarketMember understands and agrees that no insurance coverageis bound by any SAIS Market until such coverage is expressly confirmed in writingeither by the applicable SAIS Market or by SAISMember is not authorized to confirmbinding of coverage to any insured nor to issue any certificate of insurance or otherevidence of insurance to any insured, any additional insured, any loss payee or to anythird person unless and until binding of coverage is confirmed in writing by either SAISor the SAIS Market, and Member is authorized in writing to issue such evidence ofinsurance.fMember shall notify SAIS of any legal action, threat of legal action, or complaint filed with a6regulatory authority with respect to any matters pertaining to this Agreement immediatelyupon notice of the sameMember shall cooperate with SAIS in the investigation, settlementor defense of any claim, suit or complaint arising out of business produced hereunder, andshall do nothing to prejudice the rights of SAIS in relation theretoAll notices of suits, suitpapers or written complaints shall be forwarded to SAIS regarding business written underthis Agreement within two (2) business days of receiptMember Audit Requirements/ Access to RecordsMember shall maintain, at its principaladministrative office, accurate and complete records and accounts of all transactions and/orpolicies sought or obtained through SAIS hereunder during the time this Agreement is in forceand for five (5) years thereafterSuch records and accounts shall be maintained in accordancewith best insurance practicesMember shall allow audit(s) and access by SAIS to Memberrecords relating to coverage, binders, policies, and use of the Services during normalbusiness hours, upon five (5) business days noticeSAIS may only audit and access recordsrelated to policies placed through SAISSAIS audit and access rights shall survive anytermination of this Agreement for a period of five (5) yearsPrivacy and SecurityaPlease read the SAIS Website Use and Privacy Policy which is hereby incorporated byreferenceSAIS may change the Policy from time to time, which will be noted by a lastrevision date at the top of the PolicyMember is responsible for reviewing the Policyperiodically for any changes and complying with its terms.bMember is solely and exclusively responsible for knowing and complying with all of itsprivacy obligations under applicable lawMember will fully cooperate with SAIS or SAISMarkets upon written request regarding any issues concerning privacy and/or securitycompliance.cMember agrees that any information concerning SAIS, its clients, SAIS Markets, practicesand personnel is confidential and proprietary in nature and not to be shared with any otherentity without the express written permission of SAISMember agrees that SAIS shall beentitled to injunctive relief and any other remedies afforded by law if such information isdisclosed by Member.dThe password granted to Member may be used only to access the Website, use the Services,electronically sign its transactions and review its completed transactionsMember is solelyresponsible for maintaining the security of its passwordMember may not disclose itspassword to any third party (other than Member employees authorized by it to use itsaccount) and is solely responsible for any use of or action taken under its password on theWebsiteIf Member’s password is compromised, Member must change its password.Member must promptly notify SAIS of any security breaches or unauthorized access to theWebsite or Services.eMember has sole and exclusive responsibility for all systems required by Member to accessand use the Website and the Services, including without limitation all hardware, operatingsoftware, applications software, electronic storage, browser configuration and networkconnectivitySAIS hereby disclaims all liability arising from any changes Member maymake to its computer or software in order to use the ServicesTermination7This agreement may be terminated by SAIS upon written notice to Member or noticeprovided via the WebsiteMember may only terminate this agreement by following theprocedure provided for via the WebsiteMember may transfer policies obtained throughSAIS at any time upon notice via the Website or upon notice of termination by SAISUponnotice of termination Member may no longer utilize the Services.If Member is terminated forany of the following reasons, it shall not be entitled to the payment of commissions aftertermination of its membership: a) Member withholds any funds, policies, or otherproperty belonging to SAIS, SAIS Markets or any insured or applicant for insurance or failsto pay an amount when due; b) a regulatory authority cancels or nonrenews any licensenecessary for Member to produce insurance, or such license lapses, c) Member failsto comply with this Agreement, any amendment hereto, any guideline or writteninstruction provided by SAIS, or the Website Use and Privacy Policy; d) Member commitsany act of fraud or misrepresentation e) Member becomes bankrupt or insolvent, eithervoluntarily or involuntarily commences any action for relief under the bankruptcy laws of theUnited States, is dissolved or liquidated; f) Member’s Errors and Omissions insurancecoverage is canceled, lapses or is reduced below a level acceptable to SAISIndependent Contractor; No Agency; No Third-Party Beneficiaries.aThis Agreement does not create any employment, partnership, agency, joint venture, or otherfiduciary relationship between Member and SAISMember is an independent insuranceproducer and is not acting under appointment as an agent for SAIS or any SAIS Markets.Member is an independent contractor for all purposes under this Agreement.bNothing expressed or implied in this Agreement shall be construed to give to any personother than the parties hereto or any third party beneficiaries any legal or equitable rights,remedies, or claims under or in respect to this AgreementRepresentations and Warranties.aMember represents and warrants that: (i) at all times it will comply with all applicable lawsand regulations relating to its business; (ii) to the best of its knowledge the information itprovides to SAIS is accurate and complete; and (iii) it will comply with the Website Use andPrivacy Policy.bSAIS makes no representations or recommendations regarding coverage choices, limits,deductibles or endorsements of any applicant for insurance nor does SAIS warrant thesuitability of any insurance or insurance policy for any person’s needsSAIS does notguarantee Member’s satisfaction with the performance of the SAIS Markets, nor does SAISguarantee or promise that Member will successfully obtain quotes, binders or policies fromany SAIS Markets through the use of the ServicesIt is the exclusive duty of the Member toassess an applicant’s needs and to make insurance coverage and related insurancerecommendationsIndemnityaSAIS agrees to indemnify, defend and hold harmless Member against any and all claims,demands, losses, expenses, liabilities and damages of whatever nature, including interest,penalties and attorney fees (collectively herein, “Costs”) Member may incur, which resultfrom, arise out of, or relate to any breach by SAIS of this Agreement.8bMember agrees to indemnify, defend and hold harmless SAIS, the SAIS Markets, claimsadministrators, and servicing companies against any and all costs SAIS and/or theymayincur, including costs of collection of any amounts due hereunder, or which result from,arise out of, or relate to: (i) Member’s duties, obligations, or performance under thisAgreement; (ii) Member’s duties or obligations to its customers or to the SAISMarkets; (iii) any violations of the obligations of Member under applicable insurance law;or (iv) any other acts or omissions of Member and/or its agents, employees or representatives.cEach party to this Agreement shall promptly notify the other party in writing of the existenceof any claim or anticipated claim that is subject to indemnification under this sectionEachparty and/or its affiliates shall at all times have the right to fully participate in such defense attheir own expenseLimitation of Liability and DisclaimerSAIS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDINGWITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, ORCONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSTPROFITS OR LOSS OF BUSINESS OPPORTUNITY), ARISING OUT OF OR INCONNECTION WITH THIS AGREEMENT, THE WEBSITE, THE SERVICES, USE OFTHE SERVICES, OR THE INABILITY TO USE THE SERVICESSAIS DISCLAIMSSUCH LIABILITY TO THE MAXIMUM EXTENT PERMITTED UNDERAPPLICABLE LAW.SAIS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSOR IMPLIED, INCLUDING WITHOUT LIMITATION, TO THE FULLEST EXTENTPERMITTED UNDER APPLICABLE LAW:ATHAT THE SAIS MARKETS WILL PERFORM AS INDICATED OR TOMEMBER’S EXPECTATIONS;BTHAT MEMBER WILL SUCCESSFULLY PLACE A POLICY WITH SAISMARKETS OR THAT OTHER SERVICES WILL BE COMPLETED TOMEMBER’S SATISFACTION; ANDCTHE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE FACTUALINFORMATION PROVIDED THROUGH THE SERVICES OR BY THE SAISMARKETSGeneral ProvisionsaApplicable LawThe Website and the Services are arranged, sponsored, and managed bySAIS in the State of California, USAThe laws of the State of California govern thisAgreement and all of its terms and conditions, without giving effect to any principles ofconflicts of lawsMember agrees to waive jury trial and to the trial of any disputes solelybefore a judgeSAIS in entitled to attorneys’ fees and costs of suit if it obtains an order,judgment in any amount, injunction or other relief.bEntire AgreementThis Agreement, including any terms and conditions incorporatedherein by reference, and the general terms and conditions contained on the Website,including but not limited to the Website Use and Privacy Policy constitute the entireagreement of the parties with respect to the subject matter hereof, and supersede and cancel9all prior and contemporaneous agreements, representations, and understandings of the partiesin connection with the subject matter hereof.cApplicabilityIf Member has any agreements with SAIS in effect as of the date hereof, suchagreements are hereby cancelled and superseded in their entirety by this AgreementThisAgreement shall apply to all policies heretofore and hereafter bound or placed through SAISby Member.dSeverabilityIf any provision of this Agreement shall be deemed unlawful, void, or for anyreason unenforceable, then that provision shall be deemed severable from these terms andconditions and shall not affect the validity and enforceability of any remaining provisions.eNo WaiverSAIS will not be considered to have waived any of its rights or remediesdescribed in this Agreement unless the waiver is in writing and signed by SAISSAIS’failure to enforce the strict performance of any provision of this Agreement will notconstitute a waiver of SAIS’ right to subsequently enforce such provision or any otherprovisions of this Agreement.fAssignabilityMember may not transfer or assign the Agreement except with writtenconsent of SAIS.I HAVE COMPLETELY READ THIS AGREEMENT AND UNDERSTAND THETERMS CONTAINED HEREINI HEREBY AGREE TO ALL OF THE PROVISIONSCONTAINED ABOVE, INCLUDING WITHOUT LIMITATION THE WEBSITE USEPOLICY AND PRIVACY POLICY.BY ACCEPTING THIS AGREEMENT, I REPRESENT AND WARRANT THAT IHAVE THE FULL RIGHT AND POWER TO EXECUTE THE AGREEMENT ONBEHALF OF MEMBER AND TO BIND MEMBER OR INDIVIDUALS ON WHOSEBEHALF I ACCEPT.CLICK HERE TO ACCEPTSignor: [redacted] ***: [redacted]
ID # [redacted] Hello,This is a response to Mr [redacted] ’s complaint against Superior Access regarding membership fees Mr [redacted] initially signed up with Superior Access on 4/20/and signed a Superior Access Insurance Services, IncOnline Membership Services Agreement agreeing to the understanding of the document and the terms of the agreement He entered his bank account information into the portal authorizing Superior Access to withdraw funds to pay for his membership Mr [redacted] then cancelled his membership with Superior Access on 5/17/ Mr [redacted] then signed up with Superior Access again on 7/5/and signed another membership services agreement agreeing to the understanding of the document and the terms of the agreementHe then entered his credit card information into the portal authorizing Superior Access to charge his credit card to pay for his membership Mr [redacted] then cancelled his membership on 7/15/17.I have attached both membership agreements Mr [redacted] signed stating that Superior Access membership fees are fully earned and non- refundable and that he had read the agreement and understood the terms.Membership FeesaIf Member is registered for a program in which a membership fee is charged, Member will becharged membership fees for Website access and fees for other services selected by Memberin an amount set out in the Online Membership process or otherwise on SAIS’s Website.Membership fees are fully earned and non-refundable upon receiptIn the event oftermination of its membership, Member shall not be entitled to a refund of any membershipfees paidIf this Agreement is terminated prior to the end of the term for which Member feeshave been paid, Member shall not be entitled to a pro-rata refund of such fees.bMember authorizes SAIS to debit Member’s credit card or ACH account for the membershipand other fees charged