Small Business
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Third Party User License Agreement This Agreement is the Standard Third Party User License Agreement ("Agreement") for the License use of the Virtrue Capital Center ("Capital Center"). This Agreement is made by and between Virtrue Capital Corporation. ("Virtrue"), Virtrue Channel Partners ("VCP") and you the ("Third Party User"). RECITALS A. The Virtrue Capital Center is an internet-based, business transportation, life, health, disability, workers compensation Insurance search, application, posting, hosting, processing system for small business. The Capital Center offers several modules including: a secure digital data VAULT, contact management module, Q&A module, proposal module, integrated forms module, third party credit information module and other related modules. B. The Capital Center is licensed to VCP (major corporations, on-line business magazines, business associations, Chamber of Commerce, CPA firms, real estate brokers, Insurance brokers, business broker, banks, credit unions, mortgage brokers, and other business to business related entities) for their business customers to simplify, streamline and standardize the Insurance procurement process and provides seamless connectivity to specific Third Party Users nationwide. C. The Capital Center is licensed to Third Party Users that are desirous of a non-exclusive, non-transferable license to access information on and send information to customers. D. The Capital Center is licensed to the Third Party User provided that (1) Third Party User does NOT modify the online software service in any unlicensed manner, (2) Third Party User preserves all copyright notices on any files it downloads from Virtrue, and (3) Third Party User agrees to be bound by the terms of this Agreement. NOW THEREFORE, in consideration of the mutual promises herein contained, Virtrue, VCP and Third Party User do hereby agree as follows: 1. OBLIGATIONS OF THE PARTIES 1.1 Third Party User hereby acknowledges that Capital Center is a web based platform provided by Virtrue as a software service. VCP's license the Capital Center as a service that provides a forum for VCP business customers and Third Party Users to more efficiently access each others data directly for the purpose of viewing, analyzing, submitting proposals and processing information. Virtrue is not acting as an agent, advisor, consultant, broker or Investor and no employee of Virtrue is acting as a agent, advisor, consultant, broker or Investor in any Virtrue related company transaction and/or VCP transaction. 1.2 Third Party User agrees to review customer information obtained via the VCP customer Center or Virtrue and make a decision pursuant to its own eligibility criteria as to whether to enter into an agreement or contract with that potential customer or customers representative for its respective services. Any waiver or adjustment by the Third Party User of its eligibility criteria in approving one or more applications or clients will not apply to any future transactions. Third Party User may refuse to approve any application if any of its eligibility criteria are not satisfied, which decision is not contestable. Third Party User also reserves the right to solely determine the method, details and means of performing its services, so long as all such acts are in full compliance with all applicable laws and regulations, if any. 1.3 Third Party User shall not attempt, either directly or indirectly, to solicit Virtrue and VCP employees. Third Party User acknowledges and agrees to the terms and conditions of the Virtrue privacy statement as set forth on our web site which privacy statement is incorporated herein by reference as though fully set forth. 1.4 Virtrue will be responsible for the design, layout, and maintenance of the VCP Site. 1.5 Third Party User may also at its option provide samples of its trademarks and logo(s) to be used by VCP web sites. 1.6 If Third Party User submits a proposal(s) to a customer, Third Party User agrees that such proposal(s) are binding except the Third Party User reserves the right, in its sole discretion, to reject any request, or to act upon any such request, and subsequently elect not to execute the transaction if during due diligence Third Party User determines customer has not provided accurate or timely information. Third Party User, however, agrees to use commercially reasonable efforts to execute transaction falling within Third Party User's business guidelines and to negotiate in good faith as more fully set forth in Section 5 hereof. 2. THIRD PARTY USER LICENSE GRANT. Third Party User hereby grants Virtrue a worldwide license to display, during the term of this Agreement and the subsequent Transition Period, subject to Third Party User's express, prior, written approval, Third Party User's trademarks and/or logo(s) on Virtrue's and VCP's web sites and in print advertising and marketing materials. For purposes of this Agreement, "Transition Period" shall mean the commercially reasonable time necessary to remove the content from the Virtrue and VCP web sites, not to exceed ten (10) business days. 3. LICENSE FEES 3.1 Third Party User agrees to pay a one time, non-refundable, set up and training fee. See Addendum A to this agreement for specific pricing and program options available at time of new User set up. Program options may include credits and/or bonus credits to be used for purchase of Premier and Classified Leads; these credits are non-refundable and must be used within the time frame specified (60, 90, or 120 days); otherwise credits will expire and be forfeited. Set up fee pays for: (i) set up of the Third Party User products, descriptions, and criteria within their assigned Vault, and (ii) Third Party User system training, dedicated iBank representative, and proper VCP notification status. 3.2 Third Party User agrees to pay a monthly fee of $65.90 for Virtrue to host Third Party User information, provide landing page, products, post Third Party User name on the Third Party User web page, access the Vault anytime anywhere, access and communicate with VCP customers, receive iBank RSS Reader, automatic emails, and retrieve, analyze, and submit proposals. 3.2A Third Party can become a Preferred Lender and agrees to pay a monthly fee of $59.95 which enables the Investor to receive leads in real time. 3.3 Third Party User may choose to become a Classified Lender. A Classified Lender pays for placement on a search page based upon certain criteria when a customer clicks on a web page link. The Cost Per Click (CPC) pricing for placement is dynamic and market driven. There is a $1.00 cent minimum for each Classified Lender campaign. Virtrue offers refunds for CPC only when a unique IP address clicks into the web page in excess of 6 times. NO false or abusive word advertising is acceptable and when used can lead to cancellation. In addition, Classified Lender receives semi-customized Classified Lender landing page. (removed $5.95 hosting section and $150 programming, already including $5.95 monthly in 3.2) 3.4 Third Party User may choose to become a Premier Investor and view, analyze, communicate and submit proposals on each posting and/or application submitted by a customer. The Third Party user may purchase customer information with pricing based upon numerous mathematical calculations ranging from $1.00 to $60.00 per customer. Credit may be granted to Third Party Users when the email and/or address and/or phone cannot be validated on the customer or when the customer info is a duplicate. 3.5 If Third Party User is not a Investor, defined by not having intent Insure customers provided via the Capital Center, then Third party User agrees to the following: Third Party User agrees pay a pre-arranged fee (hereinafter referred to as "License Fee") to Virtrue upon the Third Party User's opening an account with a client where client was obtained via the Capital Center or Virtrue as described in Section 1.2. Opening an account will be defined as a new account that has had its first installment paid by said client. This License Fee Payment shall be made via credit card or wire transfer/check to an account designated by Virtrue and shall be paid out of the deposit proceeds, and no later than 30 days after first installment payment is received 3.6 In the event Third Party User fails to pay the License Fees due Virtrue from 3.2 to 3.4 the Third Party User will automatically be suspended and agrees to pay a reinstatement fee equal to 3.1. 3.7 If a third party credit card is used, a company letterhead must be faxed to iBank with the last four digits of the credit card, the cardholder's signature and permission for the third party to use said card. Letters can be faxed to 949-340-8374, attention Helene Wilson. 4. NON-EXCLUSIVITY. Neither party's dealing with the other is exclusive. 5. REPRESENTATIONS AND WARRANTIES 5.1 Third Party User agrees to use commercially reasonable efforts and to negotiate in good faith in its independent direct negotiations with VCP and VCP business customers. Third Party User further agrees to use commercially reasonable efforts and to negotiate in good faith in a timely fashion. 5.2 Third Party User represents and warrants to Virtrue and VCP that (i) Third Party User has the authority to enter into this Agreement as specified herein; (ii) this Agreement does not conflict with other agreements binding upon Third Party User; and (iii) Third Party User is licensed as a Third Party User to the extent necessary to conduct its business and to comply with the terms of this Agreement 5.3 Third Party User warrants that the information it supplies to Virtrue and VCP by electronic means shall not be false or misleading, shall not be otherwise fraudulent, and shall not violate any domestic or foreign law, statute, ordinance, regulation, court order or settlement agreement. 5.4 Third Party User shall not copy, paste, save or otherwise duplicate any information obtained from dealings with Virtrue and VCP other than documents which Third Party User is authorized to download during the review, underwriting and due diligence process, in accordance with Virtrue's and VCP Privacy Policy as posted on the Virtrue and VCP web site, which statement is incorporated herein by reference as though fully set forth. 6. INDEMNIFICATION. Each party hereby agrees to defend, indemnify and hold the other party harmless from and against any and all third party claims, and all losses, damages or liabilities including reasonable attorneys' fees and expenses resulting there from to the extent arising from any breach or misrepresentation of this Agreement by such indemnifying party. Provided the indemnified party: (a) gives prompt notice of any such claim or action, (b) gives the indemnifying party sole control over the defense and settlement of any claim or action, and (c) cooperates with the indemnifying party as reasonably requested and at the indemnifying party's expense. The remedy provided for herein shall be the sole and exclusive liability and the entire remedy for related actions. 7. OWNERSHIP. Virtrue and VCP owns, and will continue to own, all rights, title and interest in and to all elements of its web site and advertising and nothing in this Agreement will confer in Third Party User any right of ownership in the web site or advertising. 8. THIRD PARTY USER TO MONITOR. Third Party User will take such action as may be reasonable and necessary to identify any insurance policies or other business dealings it makes to a customer or its affiliates or on the property as to which a fee is due Virtrue pursuant to section 3 hereof. Third Party User will promptly notify Virtrue of the existence of any such policy. 9. CONFIDENTIALITY. Third Party User and Virtrue agree to keep confidential all information of Third Party User, VCP or VCP business customer, which is described or marked as "Confidential" or which, by its nature, can be reasonably expected to be confidential or proprietary. 10. LIABILITY LIMITATION, LIMITED WARRANTY AND DISCLAIMER IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE OTHER FOR ANY REASON WHATSOEVER, WHETHER ANY CLAIM FOR SUCH RECOVERY IS BASED UPON THEORIES OF CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY), AND EVEN IF THE PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF THE POTENTIAL LOSS OR DAMAGE. Virtrue AND VCP AND ALL CONTENT PROVIDERS MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENT HEREON. THIS SITE, AND ACCESS TO ANY LINKED-SITE, IS PROVIDED TO THIRD PARTY USER "AS IS" AND "AS AVAILABLE", WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. THIRD PARTY USER HEREBY DISCLAIMS ALL WARRANTIES BY Virtrue RELATING TO THIRD PARTY USER'S SITE USE OR THIRD PARTY USER'S USE OF THE Capital Center. THIRD PARTY USER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR THIRD PARTY USER'S SITE USE AND SITE RELATED SERVICES. 11. TERM/TERMINATION/CONSEQUENCES. The term of this Agreement will be six (6) months and will automatically be extended for successive six (6) month periods. Either party may terminate this Agreement upon immediate notice. Third Party User agrees to continue to process all insurnace submission through the date of termination. Notwithstanding the termination of this Agreement, Sections 1.1, 3, 6, 7, 8, 9, and 10 shall survive said termination. 12. MISCELLANEOUS 12.1 Except for the obligations to direct payments, neither party will be liable for any failure or delay in performing an obligation under this Agreement due to causes beyond its reasonable control, such as natural catastrophes or governmental acts. 12.2 Virtrue may amend this Agreement at any time by posting the amended terms on the Virtrue web site. Except as stated below, all amended terms shall automatically become effective thirty (30) days after they are initially posted on the Virtrue web site. Third Party User's continued use of the Capital Center shall constitute Third Party User's binding acceptance of any such changes or modifications to this Agreement. This Agreement may not otherwise be amended except in a writing signed by Third Party User and Virtrue. 12.3 Except as otherwise provided herein, neither party may assign or otherwise transfer any of its rights or obligations under this Agreement without the other party's prior written approval except, after notice to the other party, to: (i) an Affiliate or (ii) an unaffiliated company pursuant to a sale, merger or other consolidation. Without limiting the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties, and their permitted successors and assigns. For purposes of this Agreement, "Affiliate" shall mean any person that controls, is controlled by or is under common control of either Third Party User or Virtrue. 12.4 Any failure by a party to enforce any provision of this Agreement shall not constitute a waiver of the same or different rights or breaches in a separate instance. 12.5 If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the enforceability or validity of any other provision of this Agreement. 12.6 This Agreement shall be governed by and interpreted in accordance with the laws of the state of California, without regard to conflicts of law principles. 12.7 Third Party User agrees to resolve by binding arbitration all claims or controversies that may arise under this Agreement, in accordance with the commercial arbitration rules of the American Arbitration Association. The venue for arbitration shall be Irvine, California. Third Party User further agrees that the prevailing party in any dispute arising out of the terms and conditions of this Agreement is entitled to recover reasonable attorneys fees and costs including any expert witness fees. 12.8 This Agreement constitutes the complete and entire agreement between Virtrue and Third Party User with respect to its subject matter and supersedes any and all other written or oral commitments or agreements related thereto. Third Party User License Agreement Addendum A New Provider Set-Up Programs $415 ¨C Standard Set Up Package $1000 ¨C Silver Package $900 to Premier campaigns $100 to Classified campaigns $2000 ¨C Gold Package $1980 to Premier campaigns $220 to Classified campaigns $5000 ¨C Platinum Package $5175 to Premier campaigns $575 to Classified campaigns |