AGENTS AND CARRIERS, INC. – TERMS OF SERVICE

What is the Portal?

The Portal is a secure website made available to you because you as an end-user, have accepted and agreed to access an app, BindRocket.com, to enter, access, modify, or review insurance related information on your computer or smart phone/device, have agreed to give or receive access to specific client information and upload or download such information to allow your company's authorized personnel to get access to the same through the Portal. The Portal allows you to send and receive messages from your agency, view certain documents made available by your agency, pay your invoices and more.

Using the Portal?

You must be an authorized user to use the Portal. You agree that you will not misuse the Portal. Misuse can take many forms, including using the Portal in a manner that violates applicable federal, state or local laws; trying to gain access to other users' accounts within the Portal; scraping, monitoring, or copying any of the material in the Portal; or attacking, impairing, or interfering with the Portal.

All information you provide to us in connection with your use of the Portal will be true, correct and complete. You agree not to misrepresent (lie) about your identity or your authority to use any of the Portal features, including, downloading or uploading unauthorized client information, disclosing client information which may be harmful or secret, accessing personal and/or bank accounts information, viewing billing statements, and scheduling electronic payments. We may suspend or terminate your access to the Portal if we suspect you have engaged in any misconduct or if you violate these Terms of Service, in each case as determined in our sole discretion.

e-Notices and System Requirements

As a condition to your use of the Portal, including the Payment Service, you agree to accept all notices, communications, disclosures, and records in electronic form related to your use of the Portal ("e-Notices"). To receive e-Notices you warrant/promise that you have all of the following system requirements, which are required to access, view, upload, download, and retain e-Notices:

• A computer or mobile device with internet or mobile connectivity.
• Up-to-date internet browsers that we support include Microsoft Edge, Safari, Firefox, Chrome and Mac OS. The browser must have cookies enabled.
• Access to the email address used to register for the Portal.
• Sufficient storage space to save e-Notices and/or a printer to print them.

You may withdraw consent to receive e-Notices by emailing us at info@bindrocket.com. A withdrawal of consent to receive e-Notices will result in the termination of our relationship with you, including your right to access and use the Portal. Such termination, however, will not relieve you from any obligations or responsibilities you have to us at the time of termination or impact any obligations you have under any other agreements, such as those with your agency or bank.

We will send e-Notices to the address you identified when registering for the Portal. If your email address changes or becomes disabled, you must notify us immediately by updating your email address in the Portal. You understand and agree that we may send e-Notices to your designated email address whether or not that address includes a designation for delivery to the attention of any particular person and whether or not anyone other than you is able to access and/or read emails sent to your designated email address.

Payment Services

Subject to your compliance with all of the terms and conditions in these Terms of Service, you may use the Portal to view charges and authorize electronic payments (the "Payment Service") using the designated payment gateway as contracted by BindRocket.com. Accordingly, you are responsible for complying with all of the terms and conditions of the payment gateway, including, without limitation, your agreement to make all payments when due and in the amount required by the payment gateway.

To use the payment gateway within the Portal, you must provide a bank account or credit card (each, a "Payment Form"). When you access/use the payment gateway, you authorize the designated payment gateway to debit/credit payment using the account information you have provided. If paying with bank transfer (e.g., ACH, EFT or eCheck), funds must be available in the linked bank account when an electronic payment is processed against that account. If paying with credit card, you may be entitled to dispute a transaction, also known as a chargeback. If a scheduled online payment is reversed because of a chargeback, you are not relieved of your responsibility to timely pay any amount then due and any penalties imposed by your financial institution. In addition, we may terminate your use of the Portal or payments services therein if you initiate a chargeback for an invalid reason. You are not permitted to affect, change, revoke or terminate an electronic payment if that payment is in process. This means, among other things, that if you or we terminate your online payments, that termination will not revoke or terminate any payment that is in process. You also may have the legal right to revoke electronic payments by contacting the financial institution where you hold the linked bank account or credit card. Contact your financial institution to determine the information your financial institution needs to process your revocation and the time your financial institution needs to process any revocation. We may terminate or suspend your use of your payments within the Portal at any time with or without reason and without notice to you. If we so terminate, you still remain responsible to make timely payments. Nothing in this paragraph relieves you of your responsibility to pay any amount, fee or charge you may owe.

Third Party Services

The Portal may contain links to other sites, services, and products provided by third parties, which may include our affiliates or subsidiaries. Such links are provided for your convenience only. We have no control over such sites, services, and products and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites or services found within the Portal, you do so entirely at your own risk and subject to the terms and conditions of use for such websites or services.

Changes to the Portal

We reserve the right to make changes and/or upgrades to the Portal at any time. You acknowledge and agree that we may add or remove functionalities or may stop supporting or making the Portal available altogether. If required by applicable law, we will provide you with electronic notice of such changes.

Security

When using the Portal you may be asked from time to time to provide certain information for purposes of providing you services. This information may include sensitive personal information, such as your name, address, and bank account and credit card information. You are responsible for protecting your account within the Portal.

You will not provide any other person with access to the Portal using your login credentials and will keep such credentials confidential. You are responsible for the safety and activity that happens on your account within the Portal. If you learn of any unauthorized use of your account within the Portal notify us immediately at: info@bindrocket.com.

Intellectual Property Rights

BindRocket.com and the Portal are our intellectual properties. Using them does not give you any ownership rights therein or to any branding or trademarks that appear within them, which you may not use. You may not obscure, remove, or alter any part of the app (BindRocket.com) and/or Portal, including any legal notices. They may contain some content and data that is not ours. For example, the portal may contain content and data of your agency or our third-party partners that assist us in providing the services found in the Portal. Such content is the sole responsibility of the person that owns such content or data. You shall acquire no ownership rights in or to such content and data.

As-Is; Disclaimer of Warranties

We take pride in the app (BindRocket.com) and the Portal and have developed them thoughtfully and, in our opinion, with reasonable skill; however, we make no commitments with respect to your use of them or their performance. More specifically:

Limitation on Liability

Indemnification

You agree to defend, indemnify and hold harmless us and our affiliates, licensors, and third party partners, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service or your use of the Portal. You will not be responsible for indemnifying us or holding us harmless from any claims, liabilities, damages, costs or expenses caused solely by or solely arising out of the gross negligence or intentional misconduct of Agents and Carriers, BindRocket.com, its agents, officers, employees or affiliates.

Arbitration Agreement

In the unlikely event there is a dispute between you and us related to the Portal or these Terms of Service, this Section provides for how that dispute will be resolved.

Any dispute, claim or controversy (each a "Dispute") arising out of or relating to the Portal or these Terms of Service and involving you and us will be resolved exclusively by binding arbitration. You acknowledge and agree that you (and us too) are waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. However, you (and us too) retain the right to injunctive relief in a court of competent jurisdiction.

If you intend to seek arbitration, you must send us a written notice ("Notice of Dispute") via courier or certified or registered mail. The Notice of Dispute must be sent to Agents and Carriers, Inc. 100 N Central Expressway, Suite 160, Richardson, TX 75081. The Notice of Dispute shall describe the nature and basis of the dispute and the specific relief sought. If the parties cannot reach an agreement to resolve the dispute within thirty (30) days after the Notice of Dispute is received, either party may commence arbitration.

The arbitration will be administered by JAMS (formerly known as Judicial Arbitration and Mediation Services, Inc.) pursuant to its Comprehensive Arbitration Rules and Procedures then in effect, except as modified by the terms of this arbitration provision. The arbitration will take place before one arbitrator, who shall be mutually selected by the parties. If the parties cannot agree on an arbitrator, the arbitrator will be appointed according to JAMS procedures.

Each party will be responsible for its own attorney fees and costs, unless awarded by the arbitrator under applicable law. The party that initiates the arbitration will pay the filing fee (unless otherwise dictated by JAMS due to a finding of hardship). We will advance all other administration, case management, and arbitrator fees associated with the arbitration, through payment directly to JAMS. At the end of the arbitration, the fees paid by us may be allocated between you and us at the direction of the arbitrator in compliance with JAMS procedures. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision. Any decision of the arbitrator shall be final. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude you or us from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Your and our liability is limited as described in these Terms of Service, to the fullest extent permitted by applicable law. The arbitrator cannot award punitive or exemplary damages (except as may be required by statute), any pre-award interest, or incidental, indirect or consequential damages, including damages for lost profits, or harm suffered by third parties. If any clause within this arbitration provision is found to be illegal or unenforceable, that clause will be severed from this arbitration provision, and the remaining terms will be given full force and effect.

Governing Law; Jurisdiction

All claims arising out of or relating to the Portal or these Terms or the Services will be arbitrated in Dallas County, Texas, USA (or if injunctive relief is sought or entry of any judgment relating to an arbitration award, the state courts in Dallas, Texas. You consent to such personal jurisdiction, and we do too.

Provisions About These Terms of Service

We may change these Terms of Service from time to time in response to new offerings or changes in the law. When we do make changes, we'll change the "Last Updated" date above and, if material (as determined in our sole discretion), notify you. Your continued use of the Portal after any change(s) to these Terms of Service constitute your consent to be bound by such change(s). If you do not comply with these Terms of Service and we do not take action right away, it shall not be deemed a continuing or further waiver of your failure to comply. Likewise, our failure to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If it turns out that a particular provision or part of these Terms of Service is not enforceable, it will not affect any other terms. These Terms of Service constitute the sole and entire agreement between you and us with respect to the Portal and supersede all prior and contemporary understandings, agreements, representations and warranties, both written and oral, with respect to the Service. These Terms of Service control the relationship between us and you. They do not create any third party beneficiary rights.

Contact Information

Trademark Attribution

Apple, the Apple logo, iPhone, and iPad are trademarks of Apple Inc., registered in the U.S. and other countries and regions. App Store is a service mark of Apple Inc. Google Play and the Google Play logo are trademarks of Google LLC.

Copyright Infringement Claims and the DMCA

We respect the intellectual property rights of others, and ask that everyone utilizing the Portal do the same. If you believe that your work has been reproduced within the Portal, or any other BindRocket.com product or service, in a way that constitutes copyright infringement, you may notify our office in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:

• identification of the copyrighted work that you claim has been infringed;
• identification of the material that you claim is infringing and needs to be removed from the Services, including a description of where it is located on the Services so that the Copyright Agent can locate it;
• your address, telephone number and, if available, email address, so that our office may contact you about your complaint; and
• A signed statement (a) that the foregoing information is accurate, (b) that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent and/or the law, and (c) under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner's behalf in this situation.

Notices of copyright infringement and the foregoing information should be sent to info@BindRocket.com, or, if by mail, to Agents and Carriers, Inc., 100 N Central Expressway, Suite 160, Richardson, TX 75081.