NAA KIT Marketing Program Terms & Conditions Agreement
1. INTRODUCTION. Superior Performers, Inc. d/b/a National Agents Alliance ("NAA") through its the NAA KIT Marketing Program or its affiliate, K.I.T. Marketing, LLC, provides you access to certain products, services and/orprograms subject to your acceptance of and compliance with these Terms and Conditions. In these Terms and Conditions ("Agreement"), "Member," "you" and "your" means the person who participates in KIT Marketing Program ("Program"). The type of products and services you have signed up for will dictate the terms you agree to below.
2. TERM. The term of the Agreement will commence either:
a. on the date you enroll as a Member and pay your first payment and will continue for a period of twelve (12) months from that date. The agreement and your obligations will automatically renew for an additional twelve (12) month period in full unless the agreement is terminated by either party in accordance with the terms of Agreement (both the initial twelve (12) month period and any renewal period is referred to as the "Term"); or
b. on the date you enroll as a Member and pay your first payment and will continue on a month to month basis.
3. YOUR RESPONSIBILITIES.
a. Payment. You agree to pay NAA for all charges made to your account for any Program in which you enroll in accordance with these Terms and Conditions. If NAA does not receive payment as outlined by the requirements in Paragraph 4, subsections b and c, NAA reserves the right to either suspend or terminate any or all services provided through the Program. You agree to be responsible for contacting NAA if you wish to cancel your participation in the Program. You agree to provide a seventy-two (72) hour notice prior to the next credit card billing and all cancellations must be received by email to email@example.com. The email reply from NAA Support will serve as proof of your cancellation request, and may be demanded of you in the event of a dispute. We are not responsible for cancellations sent by email that do not arrive at firstname.lastname@example.org due to transmissions errors.
b. Refunds, Returns, Exchanges. You agree that no refunds will be given for any reason. You agree that there are no returns and no exchanges for any reason.
c. Disputed Charges. You agree to submit any disputes regarding any charge to your account in writing to NAA within thirty (30) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge.
d. Taxes. All prices are in United States dollars and do not include taxes that may be assessed by any jurisdiction. If withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to the Agreement, you shall pay such taxes to ensure that NAA receives the full amount invoiced to you without offset or deduction. You shall promptly furnish to NAA the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. Each party is responsible for all costs associated with the performance obligations of such party under the Agreement. Your Program account shall be subject to its then current fee requirements.
e. Accurate Information. You agree to promptly (i) update all information to keep your account and payment method current, complete and accurate (such as a change in billing address or email), (ii) notify NAA in writing if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password, and (iii) notify NAA in writing if your credit card, charge card, debit card or financial institution account ("Payment Method") is canceled.
f. Intellectual Property; Use of the Program(s). You agree that NAA owns all rights associated with the Programs, including but not limited to all copyright, trademarks, e-mail domains, website domains, logos, graphics, computer programming and proprietary materials ("Intellectual Property") . NAA are the only ones who may apply for the registration of, and maintain exclusively, all copyrights, trademarks, and other intellectual property associated with the Program. . For the purpose of promoting and enhancing the awareness and image of NAA, as well as promoting and enhancing your independent local business, NAA grants you a limited, non-exclusive, revocable, non-transferrable license ("License") pursuant to the following terms:
i. Upon receipt from NAA of the Intellectual Property and until the termination of this Agreement or the express written revocation of the License granted in this Agreement, which may be given at any time and for any reason, NAA grants you a limited, non-exclusive, revocable, non-transferable License to use and distribute the Intellectual Property of NAA, in accordance with NAA policies as set forth in this Agreement and any future written addendum or authorization as issued by NAA from time to time. The License granted in this Agreement shall be for the sole purpose of assisting you in the promotion, marketing and sale of insurance policies and related financial products authorized by NAA from time to time (the "Permitted Purpose"). You agree that all rights, title and interest to the NAA Intellectual Property shall be the exclusive property of NAA. You will not sell, assign or otherwise authorize another entity or person to use the Intellectual Property.
j. Termination of License. NAA may terminate this license at any time. Should the Intellectual Property be used in a way that does not conform with the Permitted Purpose, the license with automatically terminate.Upon the request of NAA or upon the termination or expiration of this Agreement, you will immediately cease using any and all Intellectual Property, trademarks, the NAA name, in any form or media, including without limitation NAA's logos, copyrighted materials, e-mail addresses, domain names, trademarks, and trade names.
4. AUTOMATIC PAYMENT.
a. Authorization. You authorize NAA to charge your Payment Method for all charges to your Program account. If you wish to cancel your participation in the Program you agree to provide a seventy-two (72) hour notice prior to the next credit card billing and all cancellations must be received by email to email@example.com Your continued use of and decision not to terminate your Program membership reaffirms that NAA is authorized to deduct regular fees from your Program account automatically. NAA may submit those charges for payment and you will be responsible for such charges.
b. Monthly Charges. The Automatic Payment plan lets you authorize a fixed payment amount for charges to your account subject to the provisions below. When you enroll in the Automatic Payment Plan, you preauthorize NAA to charge your Payment Method the amount due for the invoiced services. You will be invoiced by NAA on the 15th of every month (the "Invoice Day"). Your account will be drafted by NAA on the 20th of every month (the "Draft Day"). NAA will draft your Payment Method on the Draft Day every month.
c. Failed Drafts; Suspension. If the first (1st) attempt to charge is unsuccessful, NAA will attempt on the 25th of the same month for the second (2nd) time in the amount of the invoice. If the second attempt to charge is unsuccessful, NAA will attempt to draft one last time on the 30th of the same month, ten (10) days from the original Draft Day in the amount of the current invoice. Upon failing to collect the authorized payment, NAA will suspend all KIT Programs.
d. Reinstatement Fee; Other Fees; Collection. In that ten (10) day timeframe, between the first (1st) attempt and third (3rd) attempt, you will have the option to reinstate your account or terminate your membership. If you choose to reinstate, you will need to pay off your balance due to have all programs renewed. If invoices are not paid off, ten (10) days from your third (3rd) failed payment, all programs will be terminated. If termination occurs because of failed payment after three attempts, or by your own discretion, you will be responsible to pay off the current fees and also the fees associated with breaking a contract (see Paragraph 12"). If you fail to pay any fees associated with this contract, you will be reported to a collections agency.
e. Continuing Authorization. Successful charges should appear on the periodic statement sent to you by the provider of your Payment Method. You understand that your programs and services may be taken offline for the remainder of any week in which your Payment Method fails. Unless you or NAA discontinue your enrollment or participation in this Payment Plan, you understand that this preauthorization is valid until the termination of the Agreement or the applicable Program Terms (available at regular intervals from NAA) from the Program. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of the Agreement, which provides the terms of your preauthorization.
5. ACCESS. For purposes of the Agreement, all Web pages that are owned, operated or hosted by or for NAA or an NAA Entity, including K.I.T. Marketing, LLC and Pro Data Research, LLC (NAA and its Affiliates are each an "NAA Entity"),are referred to herein as the "NAA Websites." During the Term, you are authorized to access and use the Program and NAA Websites and the content and data solely for internal use to manage your NAA business. You shall not disclose or make available passwords or access codes related to your NAA accounts. You agree that you will not interfere or attempt to interfere with the proper working of the NAA KIT Marketing Program, NAA Websites, any Program, or NAA systems.
6. REPRESENTATIONS AND WARRANTIES. You represent, warrant and covenant that you have sufficient authority to enter into the Agreement, and that your use of NAA's services and the Programs is solely for lawful commercial and business purposes.
7. INDEMNIFICATION. You agree to indemnify and hold harmless the Program, and all NAA Entities and Affiliates, including K.I.T. Marketing, LLC and Pro Data Research, LLC, and its and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, and their party service providers from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claims"), that actually or allegedly result from your use of the NAA system, the NAA Websites, or the Programs, or your breach of the Agreement.
You agree to be solely responsible for defending any Claim against or suffered by NAA and/or any NAA Entity, subject to NAA and/or the NAA Entity's right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all Claims against NAA, and/or any NAA Entity provided that you will not agree to any settlement that imposes any obligation or liability on NAA and/or a NAA Entity without NAA's prior express written consent.
8. NAA WEBSITE AND PROGRAM DISCLAIMER
a. General Information. The NAA Websites and Programs are a service that provides insurance selling and agent recruiting information over the internet specific to NAA's marketing organization. The information contained in the NAA Websites and Programs is general information and should not be construed as legal advice to be applied to any specific factual situation. If you are unsure whether your particular situation goes against the insurance selling rules and conditions specific to the state in which you solicit business, you should always conform to the rules and guidelines specified by your state insurance commissioner. Any use of the NAA websites and Programs DOES constitute an implicit relationship between NAA and you subject to the terms and conditions of this Agreement.
b. Information and Compliance with Laws. NAA has taken reasonable care in the preparation of the documents and information contained on the NAA Websites and Programs, however, NAA cannot and does not represent or guarantee that the information on the NAA websites, Programs or any website linked to the NAA Websites is accurate, up to date, or appropriate for your specific situation. Further, as the law differs in each legal jurisdiction and may be interpreted or applied differently depending on your location or situation, the information or use of documents on the NAA Websites or in the Programs is not a substitute for the laws in your state outlining insurance selling practices.
c. No Warranties. No express or implied representations or warranties are given to you regarding the legal or other consequences that may result from the use of the NAA Websites, Programs or any other linked website. NAA is not responsible for any loss, injury, claim, liability, or damage related to your use of the NAA websites or Programs, whether from errors or omissions in the content of the NAA websites or Programs or any other linked websites. Further, NAA is not responsible for any damages resulting from the NAA Websites being inaccessible to you. Use of the NAA Websites and Programs is at your own risk.
d. Compatibility. NAA has endeavored to optimize the NAA Websites and all the features on the NAA Websites for the most commonly used browsers. However, NAA cannot and does not represent or guarantee that every feature will work with your browser or computer.
e. No Endorsement. NAA does not endorse any content provided by any linked websites, nor does it assume any responsibility for the interpretation or application of any information originating from such content. In addition, NAA does not endorse any content contained in any advertising on the NAA Websites, nor does it assume any responsibility for the quality or integrity of such work.
f. Results Are Not Guaranteed. It is the goal of NAA that the ideas presented in the NAA Websites or Programs will assist you in developing a strong insurance selling business. While the techniques and approaches suggested in the NAA Websites or Programs may have worked for others, NAA does not guarantee that they will work for any individual agent, and NAA makes no express or implied representations or warranties as to your results from use of the NAA websites or Programs.
9. WARRANTY DISCLAIMER. YOU EXPRESSLY AGREE THAT THE PROGRAM AND SERVICES WITHIN ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. PROGRAM HEREBY DISCLAIMS ON BEHALF OF ITSELF AND ALL NAA ENTITIES ANY AND ALL WARRANTIES INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
10. LIMITATION OF LIABILITY. ANY LIABILITY OF PROGRAM AND ANY NAA ENTITY IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO THE AMOUNT ALREADY PAID BY YOU TO NAA PURSUANT TO THE AGREEMENT IN THE PRIOR SIX MONTH PERIOD. IN NO EVENT SHALL NAA PRESIDENT'S CLUB OR ANY NAA ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. YOU AGREE THAT YOU WILL NOT HOLD NAA OR ANY NAA ENTITY RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT.
11. TERMINATION. You and/or NAA may terminate the Agreement and/or your participation in any Program (unless otherwise provided in the relevant Program Terms), and NAA may suspend or terminate your participation at any time, for any reason and for no reason. Neither NAA nor any of the NAA Entities shall have any liability regarding such decisions. You agree to be responsible for contacting NAA if you wish to terminate your participation in the Program. You agree to provide a seventy- two (72) hour notice prior to the next credit card billing and all cancellations must be received by email to firstname.lastname@example.org If you chose to cancel the Program you will be charged a cancellation fee in addition to any current monies owed. To satisfy the cancellation fee you can (a) Pay off the remainder of your contract or (b) Pay the cost of one full quarter of your contract. Upon termination, suspension or discontinuation of any Program or your participation therein, all outstanding payment obligations incurred under such Program will become immediately due and payable.
12. TERMINATION FEE. You agree to pay fees set forth by NAA if you decide to cancel or terminate your Program contract. If you choose to cancel the Program or your program is terminated, you will be charged a cancellation fee in addition to any other past due monies. To satisfy the cancellation fee you will need to pay off the remainder of your contract.
13. UPGRADING PROGRAMS. If you elected to sign up for the twelve month program, this agreement is a one-year contract. If at any time during your one-year commitment you may upgrade your clients, but you may not downgrade until the end of your one year commitment. If you elected to participate in the month-to-month Program, you are eligible to make changes at any time.
14. NOTICES. NAA may give general notices to you by posting on the Program website or by electronic mail to the email address provided by you to NAA. It is your responsibility to ensure that your email address and any other contact information you provide to NAA is updated, current and correct. All notices to NAA shall be sent via recognized overnight courier or certified mail, return receipt requested, to: Chief Legal Officer, NAA, 1214 Turrentine Street, Burlington, NC 27215.
15. CHOICE OF LAW. Any dispute referring or relating to the Agreement or between the parties shall be governed by the laws of the State of North Carolina, without regard to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the state and federal courts located in the County of Alamance, North Carolina or another location designated by NAA. Any claim against NAA arising from this Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party.
16. ELECTRONIC SIGNATURES EFFECTIVE.
a. The Agreement is an electronic contract that sets out the legally binding terms of your use of Program products and services, including the NAA Websites. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in the Agreement and these Terms and Conditions and in any Program Terms by clicking on the "I Accept" button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the "I Accept' button, you accept the Agreement, including the Program Terms and agree to the terms, conditions and notices contained or referenced therein. When you click on the "I Accept' button during enrollment, you also consent to have the Agreement provided to you in electronic form.
b. Access and Retention. In order to access and retain the electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web based content, and pays any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program. We will notify you of any changes in the hardware or software requirements needed to access and/or retain the Agreement that create a material risk that you will not be able to continue to access and/or retain the electronic Agreement.
a. Entire Agreement. The Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications in all forms of media (including all instructions, advertisements, messages and policies), written and oral, between you and NAA regarding the subject matter contained herein.
b. Waiver. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of the Agreement. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.
c. Contract Construction. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to the Agreement and has like economic effect.
d. Force Majeure. NAA shall have no liability under the Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosion, earthquakes, internet, outrages, computer virus, Act of God, war, governmental action, or other cause that is beyond its reasonable control.
e. Independent Contractors. The parties are independent contractors and nothing in the Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Neither party shall have any right, power, or authority to create any obligation or responsibility on behalf of the other.
f. Assignment. The Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign or transfer the Agreement, or sublicense, assign or delegate any right or duty under the Agreement, including access to the NAA websites or any information or data obtained therein, with NAA's prior written consent. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. NAA and its subsequent assignees may assign the Agreement, in whole or in part, or any of its rights or delegates any of its duties under the Agreement to any party.
g. Reservation of Rights. Any rights not expressly granted in the Agreement are reserved by NAA, and all implied licenses are disclaimed.
h. Headings; Use of Certain Words. Headings used in the Agreement are for reference purposes only and in no way affect the Agreement. The term "including" is a term of enlargement meaning "including without limitation," and does not denote exclusivity.
j. Communications. Except as otherwise specified by NAA, you agree that you will direct all communications relating to any Program or the NAA Websites or your participation therein directly to any Program or the NAA Websites or your participation therein directly to NAA and not to any other entity.
k. Performance of Services. You understand and agree that services and/or obligations to be performed hereunder by NAA may be performed by NAA and/or an NAA entity and references in these Program Terms and Conditions to NAA may alternately or additionally refer to NAA and/or an NAA Entity. The organization, specifications, structure or appearance of any NAA or Superior Performers property or any page where your information may be displayed may be redesigned or modified at any time. Terms used but not defined herein shall have the meanings given to such terms in the applicable Program Terms. If there is any conflict between the Terms and Conditions and Program Terms, the Program Terms shall control.
I have hereby reviewed these Terms and Conditions and agree to be bound thereto.