SMS Agent Advantage

Thu, July 29, 2010
Registration Form
Increase your sales potential today with the Agent Services from Senior Market Sales, Inc..
Choose your User Name and Password and fill out the rest of the form. (* denotes a required field.)
Registration will activate your account for 365-days. If necessary, a representative from Senior Market Sales, Inc. will contact you to reactivate your account beyond the initial period. For assistance, call (800) 786-5566 x0.
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Contact Information
Business Name:
Title:*
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format: (000) 000-0000
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format: (000) 000-0000
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License Information
Insurance Licenses:
Life Insurance Health Insurance P&C Mutual Funds Securities
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Select the most important line of insurance
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Contract Information
Review the Web Services Agreement and select "I have read and accepted the above agreement" to continue. This agreement covers your rights to use the provided web services and does not cover commission arrangments with the insurance providers.
 
WEB SERVICES AGREEMENT

This Web Services Agreement (“Agreement”), dated July 29, 2010, is for participation in the Senior Market Sales Agent Advantage Program (“Company”), located at 8420 W. Dodge Rd., Omaha, NE 68114.  “Company Site” refers to the World Wide Web site, web pages, and application located at the domain SeniorMarketSales.com, SeniorMarketAgent.com, and other domains which Company operates on the Internet alone or in conjunction with partner insurance marketing organizations, through which it offers tools and services to agents to market senior life and health insurance and safety products (“Products”). In this Agreement, “Agent” refers to you, and “Agent Site” refers to any World Wide Web Site(s) that you, Agent, operate on the Internet.

WHEREAS, Company is an Internet development and marketing organization that engages in electronic commerce by offering to agents tools and services to aid in marketing a variety of senior life and health insurance policies and non-insurance products (“Products”) provided by a variety of contracted insurance companies, third party administrators and/or other suppliers (“Providers”);

WHEREAS, Agent wishes to utilize Company Site to market such Products through any marketing or distribution channel, including the Internet; 

NOW, THEREFORE, in consideration of the mutual covenants and promises herein set forth, the parties agree and covenant as follows:

1. PURPOSE OF AGREEMENT.  The purpose of this Agreement is to grant Agent a non-exclusive right to use the Company’s Site and tools located thereon.
 
2. COMPANY SITE AND LINKING. 

(A) Use of Company Site. Agent shall be granted access to the Company Site to facilitate the marketing and/or sale of Products, as per this Agreement. 

(B) Links to Agent Site. Agent may also choose to perform this Agreement by providing one or more links on Agent Site that links to special designated locations on Company Site approved for general consumer use.  Agent will use its best efforts to place the link(s) in appropriate areas on Agent Site and to inform visitors to the site about the link(s).  However, Agent is not obligated to provide any minimum number of visitors to Agent Site or Company Site.  Company will provide Agent with guidelines and approved graphical artwork to use in linking to Company Site.

(i) Graphics and Artwork.  Agent may choose to use its own graphical artwork, subject to prior approval by Company.  Agent may also use a simple text link containing  a generic term such as "Mature Health Products" "Medicare Supplement" or "health insurance" and use of such terms will not be subject to prior approval by Company.   In no case may Agent include the name or graphical artwork of any Provider without prior approval by Company or the applicable Provider.

(ii) Tracking and Links Guide. To permit accurate tracking, Company will provide Agent with a Links Guide and/or instruction and special "tagged" link formats to be used in all links between Agent Site and Company Site.  Agent must ensure that each link between Agent Site and Company Site complies with the instructions in the Links Guide and properly utilizes such special link formats ("Special Links").  Company will not be liable to Agent with respect to any failure by Agent to use Special Links.  Tracking may be accomplished using a code in the form of a cookie. Company is not responsible for tracking Visitors who disable cookies on their World Wide Web browsing software.

(iii) Modify or Disable Links. Agent agrees to modify or disable any links as designated by Company within seven (7) days of Company’s request.

(C) License and Ownership.  Company grants Agent a worldwide, nonexclusive, nontransferable, nonassignable, revocable license to use the graphic images and text described in Section 2(B) and such other images for which Company grants express permission, solely for the purpose of identifying Agent Site as a program participant and to assist in generating Visitors to Company Site.  Agent may not modify Company approved graphic image or text, or any other of Company’s images, in any way. Company may revoke this limited license at any time by giving Agent prior written or electronic notice.

(D) Acknowledgement of No Warranty.  Except as expressly provided herein, neither party warrants that their respective web sites will perform in the manner expected or without interruption, error or defect or that any revenue to either party will result from the activities contemplated by this Agreement.  Except as expressly set forth in this Agreement, neither party makes any warranties of any kind, express or implied, including warranties of merchantability or fitness for a particular purpose or warranties against infringement of any intellectual property rights not specifically enumerated.

3. COMPANY RIGHTS AND RESPONSIBILITIES.

(A) Compliance With Applicable Law. Company represents and warrants to Agent that it has obtained all required licenses and authorizations necessary to perform its duties under this Agreement.  

(B) Reservation of Rights. Company reserves the right to:

(i) Make available to Agent other sites, products or services that are not contemplated in this Agreement, and require Agent to enter into a separate agreement and/or pay a fee for the use of such other sites, products or services;  

(ii) Discontinue or withdraw any Product or service;

(iii) Modify or amend any Product or the premium rates;

(iv) Modify or change the conditions or terms under which any Product may be offered;

(v) Reject or disapprove any application submitted by Agent or require a premium higher than that applied for;

(vi) Cease doing business in any country, state, or geographic area;

(vii) Initiate, modify or discontinue sales promotions, contests, initiatives and bonuses, including Products offered and compensation paid under such programs.  

4. 	Agent RIGHTS AND RESPONSIBILITIES.

(A) Licensing, Authorization and Appointments.  Agent represents and warrants that it shall obtain, maintain and comply with all required licenses and authorizations necessary to perform its duties under this Agreement, including, where necessary, appointments by Providers.  Agent agrees to provide copies of such licenses, authorizations, and appointments to Company, and agrees to notify Company within ten (10) business days of any change in the status of such licenses, authorizations, and appointments.  Although Company may assist Agent to obtain an appointment from a Provider, Agent is responsible for its compliance with any requirements of that appointment. Agent agrees to voluntarily, from time to time, conduct the transactions available from Company web site(s) through electronic means, including contracting with Company and/or insurers for the purpose of solicitation of insurance products and receiving compensation therefrom.

(B) Compliance with Rules and Directives.  Agent must comply with any rules or directives issued by Providers or Company regarding the Products themselves and the marketing of the Products.  Such rules and directives may be amended by Company or Providers by providing written notice of the amendment to Agent.

(C) Marketing and Servicing of Products.   Agent agrees to market the Products but has no affirmative duty to actively market the Products, and no quotas to meet under this Agreement.  Company or Providers may provide advertising, training materials and other Provider printed sales materials to Agent.  Any materials provided to Agent may be used only in the solicitation of applications for the Products and may not be used for any other purpose without prior written approval from Company. Agent may not alter, modify or amend any materials provided by Company, including materials available electronically, such as forms available on the Company Site, without prior written consent from Company.  Agent may not publish, broadcast, or circulate any materials referring to Company or Providers’ Products or officers that were not provided by Company and/or Providers, without prior written approval from Company and/or Providers. 
 
(D) SubAgents.

(i) Agent may recruit any individual or business entity (“SubAgent”) to market Products.

(ii) Company and/or Providers may refuse to accept any proposed SubAgent, at the Company’s or Providers’ sole discretion. 

(iii) For purposes of this Agreement, the term “Agent” will encompass any SubAgents, and any duty, right, or responsibility of the Agent will also apply to any SubAgent.

(iv) SubAgents must contract independently with Company to use Company Sites.

(E) Expenses. Agent shall be responsible for its own expenses in performing its obligations under this Agreement.  Agent is solely responsible for payment of all its own taxes, license and appointment fees, on local, state, federal, and international levels. 

(F) Audit.  Agent agrees that accounts, ledgers, correspondence and any other records pertaining to this Agreement or the Products solicited under it shall be open to inspection, copying and audit by authorized representatives of the Company and Providers regardless of any termination of this Agreement.

5. PRIVACY.  

(A) Privacy Notice.  Agent may not collect any personally identifiable information, including personally identifiable medical information, from any individual for use with Company Site before providing that person with a copy (electronic or written) of Company’s Statement of Privacy and Security.

(B) Opt-out for Personally Identifiable Information.  Agent must give individuals the ability and opportunity to “opt-out” of having their personally identifiable information shared with parties other than Company or Providers.  “Personally Identifiable Information” is defined as any information (including financial and health information) that specifically identifies an individual. 

(C) Opt-in for Personally Identifiable Medical Information.  If Agent collects an individual’s personally identifiable medical information, Agent must give the individual the ability to “opt-in” by signing (electronically or in writing) a statement agreeing to the collection of said information.  “Personally Identifiable Medical Information” is defined as any information pertaining to the medical condition and/or history of a specific individual.

(D) Individual Preferences.  Agent must pass along to Company the “opt-out” preferences of individuals from whom it has collected information.

(E) Limits on Onward Transfer.   Agent will not sell, trade, rent, or otherwise disclose any Personally Identifiable Information obtained from any individual using Company’s Site, or use such Personally Identifiable Information for any purpose other than to provide said individual with a desired insurance plan.

6. INTELLECTUAL PROPERTY RIGHTS.  All materials provided to Agent by Company including, but not limited to, graphical images and text, artwork, marketing forms, policyholder files, correspondence, electronic mail, programs, manuals, rules or directives, tapes, diskettes or any other information pertaining to the Products, will remain the sole and exclusive property of Company. Company reserves any and all of its intellectual property rights including any copyright, trademark, and trade name rights and protections in materials provided to Agent.   

7. COMPENSATION.   Compensation for any and all sales Agent may make of Company’s Products shall be made by the Provider of the Product sold, pursuant to any agreements between Agent and the Provider. Nothing in this Agreement confers on Agent the right to receive compensation from Company.

8. TERMINATION

(A) Termination Without Cause.  This Agreement may be terminated without cause upon thirty (30) days’ written notice by either party to the other.

(B) Termination With Cause.  This Agreement may be terminated immediately for cause upon written notice to Agent by Company in the following instances:

(i) Agent fails to comply with any of the material terms of this Agreement;

(ii) Agent is convicted of a felony;

(iii) Agent commits or attempts to commit fraud against Company, Providers, or Product holders;

(iv) Agent fails to pay on demand any money due and owing Company;

(v) Any license necessary to the performance of Agent’s duties under this Agreement is revoked or suspended by any state or other jurisdiction; or

(vi) Termination of Agent’s appointment by Provider.

(C) 	Rights Upon Termination.  Upon termination of this Agreement, all Company materials must be returned to Company within thirty (30) days.  All Agent links to Company’s Site must be disabled immediately upon Agent’s receipt of notice of termination.

9. LIABILITY.  The parties expressly agree that each shall be solely responsible for its own acts and deeds, and those of its agents, employees, and/or representatives; and that nothing contained herein shall give rise to a right of contribution between the parties.  Each party hereby indemnifies and holds the other party harmless from and against any and all claims, actions, damages, liability and/or expenses it may incur in connection with any damage or injury whatsoever to any person or property arising from its acts and deeds and those of its agents, employees, and/or representatives.  The indemnification provisions set forth in this paragraph shall survive termination of this Agreement.  Notwithstanding the above, in no event will either party be liable for special, incidental or consequential damages, including lost profits, regardless of whether such party was advised of the possibility thereof.

10. INDEPENDENT CONTRACTOR STATUS.  The relationship of Agent to Company shall be that of an independent contractor.  Nothing in this Agreement is intended to create any partnership, joint venture, agency or employer/employee relationship between Company and Agent.  In performing any and all obligations under this Agreement, Agent shall be acting on its own behalf and not as an employee, agent, partner or associate of Company, and Agent shall not hold itself out in any capacity other than as an Agent of Company authorized to solicit and market the Products where Agent is appropriately licensed and appointed, where necessary, to do so.

11. CONFIDENTIALITY.  All information and correspondence generated pursuant to this Agreement, including the Agreement itself, any attached agreements, schedules, names and addresses and other information regarding Product holders, forms and brochures, training and educational materials, shall be considered proprietary information of Providers and Company.  Agent agrees to keep such information confidential, and to ensure that any SubAgents also keep such information confidential.  Agent has no property right, vested interest, or ownership rights in any such confidential information, and Company and Providers retain any and all copyright or trademark rights and protections in such confidential information.

12. TRANSFER OF RIGHTS. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto, their legal representatives, successors and assigns.  Neither party may assign, pledge, transfer, or hypothecate, either in whole or in part, its interest in this Agreement, nor in any contract derived and entered into pursuant to this Agreement, without the prior written consent of the other party. 

13. ENTIRE AGREEMENT. This Agreement supersedes any prior written or oral agreements between the parties. This Agreement may be accompanied by an Agent Agent Registration Form, Co-Branding Agreement, and/or a Non-Disclosure Agreement, any or all of which, together with this Agreement, contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written.

14. AMENDMENT OR MODIFICATION.  This Agreement may be modified or amended, if the modification or amendment is made in writing and is signed by both parties.

15. SEVERABILITY. If any provision of this Agreement shall be held by a court to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  However, if a court finds that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

16. WAIVER OF CONTRACTUAL RIGHT.  The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

17. APPLICABLE LAW.  This Agreement shall be governed by the laws of the Commonwealth of Virginia. 

18. AUTHORITY.  Each of the parties represents, warrants and covenants to the other that it has lawful authority to enter into this Agreement and to enter into the agreements contemplated hereby.

19. NOTICES.  Any written notices given hereunder by one party to the other shall be sent by first class postage prepaid mail, facsimile, or electronic mail with return receipt requested, and shall be effective upon mailing.  

For Company, notices should be sent to:
Samuel Halpern, Senior Market Sales, Inc., 8420 W. Dodge Rd., 5th Floor, Omaha, NE 68114. 
By email to sam@seniormarketsales.com
I have read and accepted the above agreement
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