TERMS OF SERVICE AGREEMENT
© 2019, Tokio Marine HCC-Cyber & Professional Lines Group
Tokio Marine HCC, LLC. d/b/a Tokio Marine HCC-Cyber & Professional Lines Group (“TMHCC C&PLG”), a member of the Tokio Marine HCC (“TMHCC”) group of companies, is committed to protecting your privacy. Tokio Marine HCC and the Tokio Marine HCC logo are service marks of Tokio Marine HCC, a wholly owned subsidiary of Tokio Marine & Nichido Fire Insurance Co., Ltd.
TERMS AND CONDITIONS OF USE
Your use of “Q” indicates your acceptance of the following terms and conditions. Please read them carefully before using this website. These terms and conditions are applicable to your use of this site regardless of how you accessed it. The provisions set out below govern your use of “Q”. If you do not wish to be bound by this Service Agreement and do not agree, please discontinue using and accessing this site immediately.
These terms and conditions may be revised at any time. You are bound by any such revisions and you should therefore visit the Terms of Service page frequently to review any such revisions.
The information and descriptions contained within this website may not be complete descriptions of all products and services but are provided for general informational purposes. Tokio Marine HCC, its subsidiaries and affiliates (collectively "TMHCC") will from time to time revise the products and services described in this website, and we reserve the right to make such changes without the obligation to notify current or prospective clients.
YOUR USE OF THIS SITE
You may not use this site to engage in any illegal activity. You may not use this site to engage in conduct, which is defamatory, libelous, threatening or harassing, or that infringes on a third party's intellectual property, or other proprietary rights. In the event you engage in any activity that is illegal, defamatory, libelous, threatening, or harassing, we reserve the right to disclose any information you provide through the use of this site or other TMHCC owned electronic sites or applications to law enforcement authorities as deemed appropriate in the sole discretion of TMHCC. You agree that any information you provide through this site will be truthful and accurate. TMHCC reserves the right to require a client to change their User ID or answers to security questions if they are deemed inappropriate at TMHCC' sole discretion and judgment.
SECURED AREAS AND PASSWORDS
This site is restricted and requires authorization for access. Unauthorized use of or access to this site is prohibited. Actual or attempted unauthorized use of or access to this site may result in criminal and/or civil prosecution. Attempts to access this site without authorization may be viewed, monitored and recorded and any information obtained may be given to law enforcement organizations in connection with any investigation or prosecution of possible criminal activity on this system. If you are not an authorized user or do not consent to continued monitoring, you should not attempt to access or utilize this site further.
If you are an authorized user, you are responsible to maintain the security and confidentiality of your password. DO NOT SHARE YOUR PASSWORD WITH ANYONE. TMHCC will not ask you for your password. If you know or suspect that your password has been compromised, change your password immediately. If you suspect any unauthorized activity related to your account, you should contact our TMHCC webmaster immediately. TMHCC will not be responsible if you do not properly secure your password or if you choose to share your password with anyone. To protect any personal information, we encourage you to change your password every 6 months.
This Service Agreement between you and TMHCC C&PLG governs the use of “Q”. These online services permit TMHCC C&PLG clients (brokers, underwriters and marketing representatives) to perform a number of brokerage functions through a proprietary platform that enables end-to-end online transactions. The platform features streamline applications with self-raters that allow clients to indicate terms immediately to qualifying risks. Clients can quote and bind specialty products instantly online.
When you use “Q”, you agree to the terms and conditions of this entire agreement and you represent and warrant your ability to provide brokerage services as described herein.
NON-EXCLUSIVE PRODUCER AGREEMENT
Accepting the Agreement: Tokio Marine HCC-Cyber & Professional Lines Group (hereinafter the “COMPANY”) hereby grants authority to you (hereinafter “PRODUCER”) to receive proposals and contracts of insurance covering risks from underwriting facilities available through the COMPANY, subject however, to the laws of the state or states in which such PRODUCER is authorized to write insurance business and to the terms and conditions set forth in this Agreement.
Brokerage Services: The PRODUCER has full power and authority to receive, BUT MAY NOT ACCEPT OR BIND WITHOUT PRIOR AUTHORIZATION FROM THE COMPANY, proposals for insurance covering such classes of risks as the COMPANY may, from time to time, authorize to be insured; to collect and receive premiums on insurance business tendered by the PRODUCER and accepted by the COMPANY, and to retain out of premiums so collected, as full compensation on business so placed with the COMPANY, commissions as may be agreed. Notwithstanding anything to the contrary contained herein, the PRODUCER has no authority to bind coverage or commit the COMPANY to any insurance policy, alter or discharge any insurance policy, extend the premium payment time, waive or extend the insurance policy’s provisions or conditions, nor any other authority to act on behalf of the COMPANY. This Agreement shall not prevent the PRODUCER from executing other or similar agreements with competitive insurance companies or compel the COMPANY to accept all or any of the business offered to it by the PRODUCER.
Properly Licensed: The PRODUCER warrants that its agents/brokers/producers are properly licensed to transact business as an agent, broker, producer or surplus/excess lines broker in accordance with the provisions of the insurance laws of any state in which the PRODUCER transacts business. The PRODUCER will maintain such license or licenses in good standing for the duration of this Agreement, will furnish proof of such licensing upon request by the COMPANY and will promptly notify the COMPANY of any suspension, cancellation or disciplinary action with respect to its license(s). The PRODUCER further agrees that it will hold harmless, defend and indemnify the COMPANY for any non-compliance with or breach of this provision.
Professional Liability Insurance: The PRODUCER shall maintain agent’s professional liability (Errors and Omission) insurance coverage with a minimum aggregate policy limit of $1,000,000 while this Agreement is in force. A Certificate of Insurance or Declarations Page confirming coverage will be submitted annually to the COMPANY. The PRODUCER will provide the COMPANY with prompt written notice of any material change, cancellation or other termination of this coverage.
Surplus/Excess Lines: The PRODUCER shall not place any proposal for insurance with the COMPANY for any excess or surplus lines insurance unless the PRODUCER shall have first complied with any applicable state laws requiring the PRODUCER to attempt to procure such insurance from insurers authorized to do business in the state of residence of the proposed insured. The party responsible for the payment of the surplus lines taxes shall be responsible for full compliance with all relevant surplus lines laws of the pertinent state, including, but not limited to the collection and payment of surplus lines taxes, filing of affidavits, and providing the appropriate statutory and/or regulatory disclosure legends on all documents.
Independent Contractor: The PRODUCER is an independent contractor with rights, duties and obligations of an independent contractor; and operations conducted by the PRODUCER, except as provided for herein, are not controlled in any manner by the COMPANY. Nothing contained herein shall be construed to create the relationship of employer and employee between the COMPANY and the PRODUCER, nor master-servant, nor principal-agent.
Agent of Insured: The PRODUCER acknowledges that they represent the insured and are not the agent of and have no authority to bind the COMPANY, any of its principals or any insurer with which insurance coverage may be placed.
Payment of Premiums: The PRODUCER hereby agrees to be fully responsible for all premiums on insurance placed through the COMPANY. The COMPANY shall not be responsible for premiums advanced by the PRODUCER. The PRODUCER hereby further guarantees payment of all earned premiums on policies or binders placed through the COMPANY to the extent such funds are collected by the PRODUCER. No coverage may be cancelled flat after inception unless the COMPANY agrees to same. Whenever a policy or binder is issued, premium shall be deemed to be earned, unless it is returned with evidence satisfactory to the COMPANY that such policy or binder did not result in contractual or other liability on the part of the COMPANY.
The COMPANY shall be entitled to the costs of collection, including reasonable attorney’s fees incurred in an effort to collect unpaid premium (and taxes, if applicable) from the PRODUCER, if premium was actually received by the PRODUCER for payment to the COMPANY.
Right to Cancel Insurance Policy: The COMPANY reserves the right to cancel any binder, policy or contract of insurance issued by the COMPANY by direct notice to the insured or obligees, with a copy thereof to the PRODUCER.
Notice of Claims:The PRODUCER shall notify the COMPANY promptly of any claims, suits or notices of loss (or circumstances which might reasonably be expected to result in a claim, suit or notice of loss) it has knowledge of and shall cooperate fully with the COMPANY to facilitate the investigation and adjustment of any claim when and as requested by the COMPANY.
Indemnification: Each party agrees to indemnify and hold each other harmless, including attorney fees and costs of investigation, and any defense incident thereto, for any acts, errors or omissions in the solicitation, processing and placement of insurance business under this Agreement, except to the extent that the party requesting indemnification caused or contributed to the loss. The party suffering the loss or damage shall promptly notify the other of any action relating to such loss or damage. The provisions of this Section shall survive termination. The PRODUCER understands that the COMPANY assumes no responsibility for any policy with regard to the adequacy, amount or form of coverage and agrees to indemnify and hold the COMPANY harmless for any claim asserted against the COMPANY in following the instructions of the PRODUCER.
Confidentiality: The PRODUCER agrees during the term of this Agreement and thereafter to hold in confidence and not to use for the PRODUCER’s own benefit, directly or indirectly, or for the benefit of any other person or entity except for the COMPANY any confidential information or trade secrets, or reveal, report, publish, copy, duplicate, disclose, convey or transfer any of the confidential information or trade secrets to any person or entity, or otherwise utilize any of the confidential information or trade secrets for any purpose, except in the course of the PRODUCER’s representation of the COMPANY under this Agreement. The PRODUCER also agrees during the term of this Agreement to abide by the policies and procedures relating to confidential and proprietary information implemented and/or amended from time to time by the COMPANY and its management.
Confidential information includes, but is not limited to, the following types of information; marketing concepts; techniques and plans; financial information pertaining to the COMPANY; the COMPANY’s marketing techniques and business practices and procedures; names and lists of clients and customers of the COMPANY and other information relating to such clients and customers or to customers leads or prospects; price lists and pricing policies; training manuals; sales information and practices; rate books; policyholder cards; applications; and computer programs and related documentation including the “Q”and any other online system, manuals and other materials.
Termination of Use: This Agreement may be terminated without cause by either PARTY on thirty (30) days written notice to the other. This Agreement will also terminate: (a) automatically, if any public authority cancels or declines to new the PRODUCER’s license or certificate of authority; (b) automatically, at the COMPANY’s option, on the effective date of the sale, transfer, or merge of the PRODUCER’s business with the provision that the COMPANY may, upon review, appoint the successors as a the PRODUCER; or (c) immediately, upon either PARTY giving written notice to the other of termination because of fraud, insolvency, failure to pay balances, or willful or gross misconduct. All representations and obligations of the PRODUCER herein will survive the termination of this Agreement.
After the date of termination of this Agreement, if the termination is without cause, then the PRODUCER shall complete the collection and accounting to the COMPANY for all premiums, commissions and other transactions unaccounted for on the date of termination or arising thereafter in respect of outstanding policies of insurance, including but not limited to, return premium and return commissions. Outstanding policies will be permitted to run to expiration.
Fiduciary Accounts: The PRODUCER shall hold premium funds in a fiduciary account for business generated under this Agreement to the extent required by the applicable law provided the PRODUCER is in compliance with all terms of this Agreement and applicable law, the PRODUCER may retain any interest earned on said premium funds while so held by the PRODUCER.
Right to Audit: During this Agreement, and for a period of three (3) years following termination for any reason, the COMPANY shall have the right to audit and inspect the PRODUCER’s books and records concerning the business to which this Agreement applies. Such right of audit and inspection shall be during normal business hours upon reasonable notice to the PRODUCER.
Assignment: This Agreement and the obligations hereunder may not be assigned by the PRODUCER or otherwise transferred, without the express written consent of the COMPANY.
Waiver of Default: Failure of the COMPANY to enforce any provision of this Agreement or to terminate it because of a breach shall not be deemed to be a waiver of such provisions or of any breach committed by the PRODUCER. No breach of any provision of this Agreement can be waived unless done so in writing and executed by the waiving party. The waiver of any one breach shall not be deemed to be a waiver of any other breach of the same or any other provision of this Agreement.
Severability: If any clause or provision of this Agreement shall be adjudged invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, it shall not affect the validity of any other clause or provision, which shall remain in full force and effect. Each of the provisions of the Agreement shall be enforceable independently of any other provision, unless expressed otherwise herein.
Law Governing Brokerage Agreement and Venue: This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Texas, without regard to its conflict of laws rules.
Entire Agreement: This Agreement is the entire agreement of the PARTIES pertaining to the subject matter of this Agreement and supersedes all prior oral discussions and/or written correspondence or agreements between the PARTIES with respect thereto. This Agreement may only be modified by a written agreement signed by persons duly authorized to sign agreements on behalf of the PARTIES. This Agreement shall apply to current policies already placed through the COMPANY and in force at the date hereof and all future policies which may be placed by the PRODUCER.
USE OF EXTERNAL EMAIL ADDRESS
TMHCC is a paperless environment, so with “Q”, we may send messages to your external email address and provide you with responses to inquiries. If, for any reason your external email address changes or becomes disabled, please advise us immediately so that we can continue to provide you with electronic responses. Because we are a paperless environment, we may also use external email to send import notices about products, service, and privacy changes. As such, you agree and warrant you will provide us with a valid and current email address, if so required. You are responsible for providing us with a valid email address and you are responsible for notifying us of any changes to your external email address.
EMAILS TO TMHCC ADDRESSES
The TMHCC email system is a private email system intended only for purposes authorized by us. You are not authorized to send numerous unsolicited commercial email messages to any email addresses at @TMHCC.com. TMHCC reserves the right to take actions as may be necessary to prevent misuse of its email system by unauthorized parties.
AVAILABILITY OF PRODUCTS AND SERVICES
TMHCC does business in certain states and territories of the United States of America. Not all of the products or services described on this site are available in all states and territories. Customers may not be eligible for all products and services and TMHCC reserves the right to determine such eligibility as permitted by law. Being that certain products and services may be subject to specific terms, conditions, representations or agreements, we have the authority, in our sole and absolute discretion, to determine the applicant customer's and/or principal's eligibility status as permitted by law for products and services offered.
INSURANCE QUOTES AND/OR COVERAGES
Online quotes may not be available for all state or territory products, services or coverage selections. For additional information about products, services or coverage selections otherwise offered please contact us directly at email@example.com
All quotes generated by this site are estimates based upon the information you provide, and the quote is not a contract, binder, or agreement to extend insurance coverage. To obtain coverage an application must be submitted to us for review. All applications are subject to underwriting approval. If approved and premium is paid, a binder will be generated. A Policy describing the applicable coverage, however, will be issued separately. Any coverage descriptions provided on this site are general descriptions of available coverages and are not a statement of contract or an insurance policy. Coverages and availability may vary by state or territory; and additional minimum coverage limits may be available in the customer's state or territory.
This Service Agreement applies to your use of this site and does not change or alter any other contract or agreement between you and us.
All agreements, applications, forms, policies and required notices are written in English. If this document is translated for your convenience and in the event any difference of interpretation occurs, the English language version controls.
LIMITATION OF LIABILITY
While Tokio Marine HCC-Cyber & Professional Lines Group (“TMHCC-C&PLG) uses reasonable efforts to include accurate and timely information on this website, errors or omissions sometimes occur. Accordingly, under no circumstances, including but not limited to negligence, shall TMHCC or any party involved in creating, producing, or delivering this website be liable to you for any direct, incidental, consequential, indirect, or punitive damages that result from the use of, or the inability to use, the materials on this website, even if TMHCC has been advised of the possibility of such damages.
THE MATERIALS ON THIS WEBSITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, TMHCC DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TMHCC DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE COMPLETENESS, ACCURACY, RELIABILITY, USEFULNESS, OR TIMELINESS OF THE MATERIALS ON THE WEBSITE. TMHCC DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS WEBSITE. TMHCC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU (AND NOT TMHCC) ASSUME THE ENTIRE COST OF ANY AND ALL DAMAGES ARISING OUT OF YOUR USE OR INABILITY TO USE THIS WEBSITE, INCLUDING ANY NECESSARY SERVICING, REPAIR, OR CORRECTION.
JURISDICTIONAL ISSUES – APPLICABLE LAW/SEVERABILITY
TMHCC does not represent that the information on this website is appropriate or available for use in all locations. Those who access this website do so at their own initiative and are responsible for compliance with all applicable laws. The laws of the State of Texas, U.S.A., will govern any claims relating to this website without respect to any conflict of law provisions. If any portion of this Service Agreement is unlawful, void or unenforceable, it shall not affect the validity or enforceability of any other provision.
The selection, arrangement, and design of the entire contents of this website, as well as the original contents herein, are owned by Tokio Marine HCC and are protected by copyright, trademark and other proprietary rights. Except as otherwise expressly permitted by TMHCC, no materials from this website may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You may download material displayed on this website for your use only provided you also retain all copyright and other proprietary notices contained on the materials. You may not distribute, modify, transmit, reuse, repost, or use the content of this website for public or commercial purposes without TMHCC’s written permission.
All trademarks, service marks, trade names, logos, and icons are proprietary to TMHCC and TMHCC C&PLG. Nothing contained on the website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on this website without the written permission of TMHCC and TMHCC C&PLG or such third party that may own the trademarks displayed on this website. Your use of the trademarks displayed on this website, or any other content on this website, except as provided herein, is strictly prohibited.
TMHCC is free to use any ideas, concepts, expertise, or techniques contained in any communication you send to this website for any purpose whatsoever, including, but not limited to, developing and marketing products using such information.
Inquiries concerning use of TMHCC' trademarks, service marks, copyrights or other intellectual property are being directed to Tokio Marine HCC-Cyber & Professional Lines Group, 16501 Ventura Blvd., Suite 200, Encino, CA 91436.
Links to/from other sites
We welcome, without permission, appropriate linking to our pages. For your convenience, we may provide links to other Internet sites that we do not maintain. You should not interpret any link to/from other sites as indicating that we sponsor or endorse the sites or their materials or that the sites are affiliated with us in any manner. TMHCC is not responsible for anything contained on such sites and we make no warranties or representations about the content, products or services offered on any site that you might elect to use in connection with our site. We do not endorse or accept any responsibility whatsoever for any of the sites (or the contents thereof) to which we provide links.