Terms and Conditions

Terms and Conditions For The Use of Sales Leads

These Terms and Conditions for the Use of Ethos Leads (this “Agreement”) are made and entered into as of the date in which you confirm your acceptance in accordance with Section 15 below (the “Effective Date”), by and between Ethos Technologies Inc., a corporation organized and existing under the laws of Delaware (“Ethos”), and you (“Purchaser”). Ethos and Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, Ethos is a licensed insurance producer who obtains, collects, and otherwise processes certain information about individuals (“Leads”); and

WHEREAS, Purchaser is a licensed insurance producer, having significant experience, business relationships, and network contacts in the insurance industry, who desires to license the use of Leads from Ethos for the sole purposes of (i) sending Leads communications; and (ii)  producing sales of insurance products through Ethos (the “Purpose”).

NOW THEREFORE, in consideration of the mutual covenants, agreements, and respective representations and warranties contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Provision of Sales Leads. Upon receipt of Payment (as defined below), Ethos shall prepare and electronically deliver Leads associated with potential insurance applicants (“Sales Leads”) to Purchaser via email or such other means as Ethos deems appropriate. 

2. Payment.  Upon clicking “Pay Now”, Purchaser shall pay Ethos in full for the number of Sales Leads that Purchaser has selected to license the use of (the “Payment”).  

If Purchaser has previously executed an Ethos Producer Agreement or Strategic Partnership Agreement with Ethos (each a “Producer Agreement”), and Purchaser is owed referral fees by Ethos pursuant to the terms of such Agreement, Ethos may offset all or a portion of the Payment against any balance of referral fees owed by Ethos to Purchaser under such Producer Agreement. Additionally, to the extent Purchaser owes Ethos any balance for chargebacks due to lapse, rescission or other termination of eligible sold policies pursuant to such Producer Agreement, Ethos shall be entitled to charge Purchaser’s same method of payment that was used to submit the Payment for such balance.

3. License to Use Sales Leads.   Upon Purchaser’s submission of the Payment and acceptance of this Agreement, Purchaser shall have a non-exclusive, revocable, limited license to use the Sales Leads exclusively for the Purpose, subject to the requirements contained herein. Purchaser agrees not to use the Sales Leads for any other purpose, including, without limitation, marketing or otherwise offering any non-insurance products or services, such as home and/or automobile warranties. Purchaser shall be fully responsible for any unauthorized use of the Sales Leads, whether by Purchaser or any third party or person who Purchaser has wrongfully shared, disclosed or otherwise made available such Leads with, which has not specifically been approved in a writing signed by authorized representative of both Parties, and any such unauthorized use, sharing, disclosure or other processing of such Leads (including, without limitation, Leads’ personal information) is strictly prohibited. 

4. Purchaser Representations, Warranties, and Covenants.  Purchaser represents, warrants and covenants that in its performance of this Agreement, including its use of the Sales Leads:

1. Purchaser is a licensed insurance producer and will maintain all necessary licenses needed to operate in each applicable jurisdiction;
2. To the extent Purchaser has not established an independent relationship to Sales Leads, Purchaser will only provide quotes to Sales Leads through Ethos for insurance products from insurance carriers or providers for which Purchaser is properly authorized (which may include appointment with such carrier(s));
3. Purchaser shall act in a professional manner, apply not less than the standard of care applicable to similar producers within the industry, and will only offer products Purchaser determines in good faith to be in the best interest of the applicant;

4. .     Purchaser will comply with all applicable federal, state, and local  laws, rules, regulations or requirements (collectively, “Laws”) as well as industry standards, including, without limitation, all applicable data privacy, security and protection Laws (e.g., the California Consumer Privacy Act (“CCPA”) and the Gramm–Leach–Bliley Act (“GLBA”), etc.), anti-corruption and anti-bribery Laws (e.g., the Foreign Corrupt Practices Act of 1977), and communications Laws (e.g., the Telephone Consumer Protection Act of 1991 (“TCPA”), the Telemarketing Sales Rule (“TSR”), the CAN-SPAM Act of 2003, etc.), each as may be amended from time-to-time.  Without limiting the generality of the foregoing, Purchaser shall (i) not use any automated telephone dialing system (or autodialer), pre-recorded voice, or artificial voice, or send text messages generated through autodialing, to contact any Sales Leads without directly obtaining the relevant Sales Lead’s prior express written consent; (ii) provide all appropriate privacy notices; (iii) comply with any federal and state “Do Not Call” and/or “Do Not Contact” lists, as well as maintain and comply with an internal “Do Not Contact” list; and (iv) obtain any consents necessary to contact the relevant Sales Leads (including direct, one-to-one consent to contact Sales Leads via robocalls or robotexts), maintain such consents for a minimum of five (5) years following receipt and make such information available to Ethos within three (3) business days of receipt of a request from Ethos.

5. Purchaser will process all “personally identifiable information”, “personal information”, “nonpublic personal information”, “personal data” or other information similarly defined under Laws  (collectively, “PII”) related to the Sales Leads in a manner which is at least as rigorous as required by all Laws, and, in any event, maintaining no less than a reasonable standard of care. Purchaser has implemented and shall maintain reasonable and appropriate cybersecurity protocols, including technical, administrative and physical safeguards designed to maintain the security, confidentiality, privacy, and integrity of all PII in Purchaser’s care, custody or control (“Security Measures”).  Such Security Measures shall (i) be as protective as the measures Purchaser applies to its own similar information; and (ii) comply with all applicable Laws (including, without limitation, the GLBA).

5. Prohibited Conduct.  Purchaser shall not violate any applicable Laws, contracts, or intellectual property rights of any third parties in its performance of this Agreement, including its use of the Sales Leads, and shall be solely responsible for all of its actions and conduct relating thereto. In relation to its performance of this Agreement and the use of the Sales Leads, Purchaser represents and warrants that Purchaser shall not do any of the following: 
1. use the Sales Leads for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates any term of this Agreement;
2. engage in any harassing, threatening, intimidating, predatory or stalking behavior or conduct;
3. impersonate or send any form of communications on behalf or any other person or entity, or otherwise misrepresent its affiliation with another person or entity, including Ethos; 
4. share, sell, transfer, disclose or assign any of the Sales Leads to any other person or entity for any purpose whatsoever; and 
5. use Sales Leads for any purpose other than the Purposes. 

6. General Disclaimers.  PURCHASER ACKNOWLEDGES AND AGREES THAT, IN ENTERING INTO THIS AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IT HAS NOT RELIED UPON ANY WARRANTIES FROM ETHOS, EXPRESS OR IMPLIED, AND THAT ETHOS HAS NOT MADE ANY REPRESENTATIONS, ASSURANCES, OR PROMISES IN CONNECTION WITH THIS AGREEMENT. ALL SALES LEADS AND ANY OTHER SERVICES PROVIDED BY ETHOS ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, AND PURCHASER EXPRESSLY UNDERSTANDS AND ACKNOWLEDGES THAT ITS USE OF THE SALES LEADS IS AT ITS OWN RISK.
   
   ETHOS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR IN WRITING, IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT, REGARDING THE LEGALITY, ACCURACY OR RELIABILITY OF THE INFORMATION CONTAINED IN THE SALES LEADS.

7. Confidentiality.
1. “Confidential Information” means any and all proprietary, confidential and/or non-public information, material, presentations, documents and records disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) in relation to the Purpose, which may include without limitation: (a) information, ideas, techniques, works of authorship, models, inventions, know-how, processes, algorithms, software programs, software source documents, and formulae related to a Party’s current, future, and proposed products and services; (b) information concerning research, analysis, test results, experimental work, development, design details, specifications, and engineering; (c) financial information, technical data, intellectual property, procurement requirements, purchasing and manufacturing information, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, pricing, commissions, fee structures, and marketing plans; (d) the existence and terms and conditions of this Agreement; and (e) all other information that Receiving Party knew, or reasonably should have known, was the Confidential Information of Disclosing Party. For the avoidance of doubt, all information and data related to Sales Leads, to the extent that Ethos disclosed such information to Purchaser, shall at all times be the Confidential Information of Ethos. Confidential Information may be communicated to Receiving Party orally, in writing, or in any other recorded or tangible form.
2. Receiving Party shall: (i) maintain in strict confidence all Confidential Information disclosed to it; (ii) not disclose to any third party any Confidential Information except as expressly authorized by this Agreement; (iii) use the Confidential Information solely in furtherance of the Purpose and for no other purpose; (iv) limit access to the Confidential Information to only those of its employees, contractors, agents, subcontractors and consultants (collectively, the “Representatives”) who have a need to know and who have been instructed to comply with the confidentiality obligations contained herein; (v) be responsible for any breach of this Section 7 by any of its Representatives; (vi) use at least the same standard of care as it uses to protect its own most confidential information (and in no event less than reasonable care) to ensure that such Representatives do not disclose or make any unauthorized use of such Confidential Information; (vii) promptly notify Disclosing Party upon discovery of any accidental, unauthorized or unlawful destruction, loss, alteration, unavailability, use, acquisition, disclosure of or access to Confidential Information (a “Security Incident”); and (viii) upon Disclosing Party’s request, return any Confidential Information to Disclosing Party without retaining any copies or other reproductions or extracts thereof, or securely destroy or have destroyed all Confidential Information in a manner consistent with industry best practices, followed by confirmation in writing by Receiving Party that such steps have been completed; provided, however, that nothing herein prevents Receiving Party from retaining copies of any Confidential Information (including, without limitation, copies automatically archived on its servers or cloud storage) in order to comply with any applicable law, statute, regulation, or its records retention policy.  Notwithstanding any other provision in this Agreement to the contrary, the obligations set forth in this Section 7 shall survive any termination or expiration of this Agreement for a period of five (5) years thereafter.  At the termination or expiration of this Agreement, Purchaser shall irrevocably destroy and delete all information and data related to Leads, including Sales Leads, disclosed by Ethos to Purchaser.
3. Exceptions. The obligations of confidentiality contained in Section 7(b) shall not apply to the extent that it can be established by Receiving Party by competent evidence that such Confidential Information:
1. was already known by Receiving Party, other than under an obligation of confidentiality, at the time of disclosure by Disclosing Party;
2. was generally available to the public or was otherwise part of the public domain at the time of its disclosure to Receiving Party;
3. became generally available to the public or otherwise became part of the public domain after its disclosure, other than through any act or omission of Receiving Party or its Representatives in breach of this Agreement; or
4. was disclosed to Receiving Party, other than under an obligation of confidentiality, by a third party who had no obligation not to disclose such information to others.
4. Authorized Disclosure. Notwithstanding any provision to the contrary, Receiving Party may disclose Confidential Information (a) to the extent required by law or any governmental authority, or (b) to its Representatives on a “need to know” basis under an obligation of confidentiality, provided, that Receiving Party shall use commercially reasonable efforts to secure confidential treatment of such information required to be disclosed. Prior to disclosing any Confidential Information under this Section 7(d), Receiving Party shall take reasonable steps to give Disclosing Party sufficient notice of the disclosure request for Disclosing Party to object to or  contest the disclosure request.

8. Limitation of Liability.  EXCEPT FOR ANY BREACH OF ITS CONFIDENTIALITY OBLIGATIONS CONTAINED IN SECTION 7 ABOVE, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL ETHOS, ITS AFFILIATES, SUCCESSORS, ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR INSURERS (A) BE LIABLE TO PURCHASER UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NO EVENT SHALL ETHOS’S AGGREGATE LIABILITY ARISING OUT OF ANY CLAIMS UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF PAYMENTS ACTUALLY RECEIVED FROM PURCHASER UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.

9. Indemnification.  Purchaser shall indemnify, defend, and hold Ethos harmless from and against any and all liabilities, judgments, losses, damages, fines, costs, fees, and expenses (including reasonable attorneys’ fees) (collectively, “Costs”) resulting from, related to, or arising out of any claims, demands, causes of action, suits, or proceedings, including, without limitation, any government action brought by any federal or state regulatory agency (including any state department of insurance) (collectively, “Claims”) based on allegations that Purchaser, whether itself or through its Representatives, (a) breached any term of this Agreement, including, without limitation, any representation, warranty, or covenant contained herein, (b) violated any applicable Laws, (c) committed any negligent or grossly negligent act(s), or engaged in any willful misconduct or fraudulent activities, and/or (d) misused or engaged in the unauthorized use of any information contained in the Sales Leads.
   
   
10. Insurance.  Purchaser shall obtain and maintain industry standard insurance coverages for itself and its officers, directors, employees, agents, subcontractors and contractors for the conduct of its business, including, without limitation, Professional Liability Insurance, for any loss arising as a result of any real or alleged negligent acts, errors, omissions or malpractice arising from its performance of this Agreement or its use of the Sales Leads with limits of not less than $1,000,000, and Purchaser agrees to deliver current Certificates of Insurance to Ethos within ten (10) business days of the expiration or replacement of any coverage, and/or at any time upon request from Ethos.

11. Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by email (with such notice attached as a PDF), or sent by express courier service, to the Parties at the addresses set forth below (or at such other address for a Party as shall be specified by like notice; provided, that notices of a change or address shall be effective only upon receipt thereof): 

12. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to any conflicts of law principles which would lead to the application of the law of any other jurisdiction.

13. Dispute Resolution.  In the event any dispute, controversy or claim of any kind arising under, in connection with, or relating to this Agreement (hereinafter “Dispute”) cannot be resolved through direct negotiations, such Dispute shall be resolved exclusively by final and binding arbitration. Such arbitration shall be conducted in Austin, TX and administered by the American Arbitration Association (“AAA”) using its Commercial Arbitration Rules. 

14. Relationship of the Parties.  The relationship of Purchaser and Ethos is that of independent contractors. Neither Party is, nor shall be deemed to be, an employee, agent, joint venturer, partner or legal representative of the other Party for any purpose. Neither Party shall be entitled to enter into any contracts in the name of or on behalf of the other Party, and neither Party shall be entitled to pledge the credit of the other Party in any way or hold itself out as having authority to do so. Neither Party shall incur any debts or make any commitments or obligations for the other, except to the extent, if at all, specifically provided herein.

15. Acceptance. By (1) checking or clicking a box, button (including one labeled “Pay Now”), or other similar image or graphic on any Ethos website or portal that indicates acceptance of this Agreement, or (2) executing any Ethos document, agreement or form referencing adoption or incorporation of this Agreement, you accept and agree to the terms of this Agreement. If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to this Agreement, in which case the term “Purchaser” shall refer to such entity and its affiliates. This Agreement may also be executed digitally and/or in multiple counterparts (via facsimile, clickthrough, e-mail or other transmission method, understanding and agreeing that the Parties agree to the use of any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, or other applicable law), each of which shall be deemed an original and all of which together shall constitute one and the same instrument duly and validly delivered, and be valid and effective for all purposes.

15. Amendment.  No amendment, modification, or supplement of any provision of the Agreement shall be valid or effective unless made in writing and signed by a duly authorized officer of each Party (including by use of any digital signature or clickthrough agreement presented by Ethos and accepted by Producer).
    
    
16. Severability. Whenever possible, each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the Agreement.
    
    
17. Waiver.  No provision of the Agreement unless such provision otherwise provides shall be waived by any act, omission, or knowledge of a Party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party.
    
    
18. Survival.  The following sections shall survive any expiration or termination of this Agreement: Sections 3 (License to Use Sales Leads), 4 (Purchaser Representations, Warranties and Covenants), 5 (Prohibited Conduct), 6 (General Disclaimers), 7 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), 10 (Insurance), 12 (Governing Law), 13 (Dispute Resolution), 17 (Waiver), 18 (Survival), and 19 (Assignment).
    
    
19. Assignment.  Purchaser shall not assign or transfer this Agreement, in whole or in part, whether by merger, operation of law or otherwise, or delegate any of its obligations hereunder, without the express written consent of Ethos. Subject to the foregoing, this Agreement shall be binding upon the successors and permitted assigns of the Parties. Any assignment in violation of the foregoing shall constitute a material breach of this Agreement and shall be null and void

20. Entire Agreement.  This Agreement constitutes and contains the complete, final and exclusive understanding and agreement of the Parties and cancels and supersedes any and all prior negotiations, correspondence, understandings, and agreements, whether oral or written, between the Parties respecting the subject matter thereof.