TERMS OF SERVICE AGREEMENT
TERMS AND CONDITIONS OF USE
Your use of NAS Online Services 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 NAS Online Services. 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. NAS Insurance Service, its subsidiaries and affiliates (collectively “NAS”) 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 NAS owned electronic sites or applications to law enforcement authorities as deemed appropriate in the sole discretion of NAS. You agree that any information you provide through this site will be truthful and accurate. NAS reserves the right to require a client to change their User ID or answers to security questions if they are deemed inappropriate at NAS’ 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. NAS 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 NAS webmaster immediately. NAS will not be responsible if you do not properly secure your password or if you choose to share your password with anyone. In order to protect any personal information we encourage you to change your password every 6 months.
This Service Agreement between you and NAS governs the use of NAS Online Services. These online services permit NAS 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 NAS Online Services, 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.
Accepting the Agreement: By accepting the terms and conditions of this entire agreement you affirm to be a duly and properly licensed insurance broker within your total area of geographic location(s) and as a “Broker”, you affirm your desire to obtain from NAS Insurance Services the placement of insurance for the applicant customer(s) and/or principal(s).
Professional Liability Insurance: You agree to maintain in full force and effect for all times of use and during the term of any insurance contracts placed through us by you, a professional liability insurance policy (Agent’s and Broker’s Errors and Omissions Insurance Coverage) with minimum limits of at least One Million Dollars ($1,000,000) per occurrence and One Million Dollars ($1,000,000) in the aggregate, or in such other amounts as required by us. You agree to provide a Certificate or proof of such insurance at our reasonable request. You further agree you will promptly notify us if such insurance is ever discontinued or cancelled, and that you will not access this site without such insurance in force.
Brokerage Services: You acknowledge and agree that you have authority to submit accounts or risks to NAS for the purpose of placement and procurement of insurance coverage with insurers and utilizing the underwriting services, knowledge, expertise and services of NAS. You agree to act in accordance with any and all insurer’s administrative guidelines, policies, and procedures. We have the authority, in our sole and absolute discretion to accept, reject, or submit to any insurer, any applications for insurance coverage for risks submitted by you to us. Nothing contained in this Service Agreement shall require or obligate us to accept any submissions for new business or renewal of existing business submitted by you. You have no authority to bind us, or any of our shareholders, officers, directors, agents, or employees. You have no authority to commit us to the issuance of any insurance policy or policies or to make any representation or warranty that does not comply with applicable federal and state laws and regulations, this Service Agreement, or any insurance policy or the administrative guidelines of an insurer.
Representations and Warranties You represent and warrant that you currently hold the appropriate licenses as required by law to provide insurance brokerage services in the states requiring such licenses. You agree to provide a copy of such licenses at our reasonable request. You further agree you will promptly notify us if such licenses are ever discontinued or cancelled, and that you will not access this site without such licenses in force.
You represent and warrant that you intend to place business through NAS in compliance with all laws and regulations regarding the placement of business sent to us by you.
You represent and warrant that you are licensed to provide brokerage services with respect to all insurance business that you submit to us and you agree to provide a copy of such licenses at our reasonable request. You further agree to notify us promptly if your licenses ever expire or cancel. You also agree that you will not access this site without such licenses being in force.
You represent and warrant to us that you are appropriately licensed in the state(s) of domicile of any risk to be submitted to us for coverage. You agree to provide us, upon our reasonable request, with a copy of said licensure with respect to all insurance business that you submit to us.
You represent and warrant to us that you are authorized in the state of domicile of any risk to be submitted to us for insurance coverage and you represent that any deficiency of the state’s requirements warrant you to collect and file, or arrange for such filings for all necessary documents, policy, taxes or fees the state might impose. You will specifically under take to effect the collection and filing of all such taxes with the proper jurisdiction for all risks submitted to us for insurance coverage.
Independent Contractor Relationship: You acknowledge that, in providing brokerage services under this Brokerage Agreement: (i) you shall be an independent contractor; (ii) this Service Agreement is not a contract of employment within the meaning of Cal. Labor Code §2750 and that neither you nor any of your employees are employees of NAS for any purpose; and (iii) nothing contained in this Service Agreement shall be construed to create a partnership, agency or joint venture between you and NAS or for any other insurer with whom NAS places an insurance contract or to authorize you to act as a general or special agent of NAS in any respect, except as may be specifically set forth in this Service Agreement. This Service Agreement shall govern the relationship between NAS and you with respect to all policies of insurance insuring your customers heretofore and hereafter obtained by NAS at your request. Nothing contained herein shall be construed to require you either to obtain insurance through NAS or to require NAS to accept an order for insurance from you.
Ownership and Control of Business: You agree and warrant that you shall retain the use and control of the expirations, provided this Brokerage Agreement remains in full force and effect and the applicant customer or its principal has not executed or provided us with any broker of record letter or other designation in which a broker other than you has been designated broker of record. If you are placing business with us that was directed to you by another legally established broker, you accept full responsibility as if you were the originator of such placement(s).
Excess and Surplus Lines Insurance: You agree that you shall not place an order with NAS for any excess or surplus lines insurance unless you shall have first complied with any applicable state laws requiring you to attempt to procure such insurance from insurers authorized to do business in the state of residence of the proposed insured. NAS is not acting as the broker (statement may not apply in instances where NAS acts as the Surplus Lines Broker). This Section applies only to orders for excess or surplus lines insurance.
Payment of Premiums: You shall hold all premium funds in a fiduciary account for business generated under this Service Agreement to the extent required by applicable law in each state in which you conduct business. You shall be obligated to pay to us all premiums with respect to policies of insurance offered through us by you, whether or not you shall have collected such premiums from the insured. Unless otherwise agreed in writing with respect to a particular premium, the entire premium on each policy shall be due and payable by the specified date on the binder or by the underwriter; provided that you are not in default in any of your obligations hereunder, coverage may or may not be placed in effect only upon receipt of the full premium due on the policy. We further reserve the right to demand shorter payment terms when deemed necessary by us, in our sole and absolute discretion, or upon demand of company underwriters. If any insured shall default in the payment of any premium as and when due, we shall have the right, and it is hereby authorized by you, to take all necessary action, including legal action, to collect the premium directly from the insured, but the taking of any such action by us shall not relieve you of your obligation to pay such premium to us. You specifically agree that any extensions of credit by you to your insured or to any customer is solely at your own risk, and you shall pay to NAS all sums due NAS when due, whether or not you have collected such premiums from your insured or others who may owe sums to you. Furthermore, you recognize that in agreeing to pay said amounts to us, you do so unconditionally as an original undertaking on its own part and not as guarantor or surety of another’s obligation. Should you elect to finance premiums direct with premium finance companies, NAS shall have no obligation to any such policy. Our sole obligation shall be to return unearned premiums and commissions according to the insurance policy terms, but only in the event that we actually received such premiums.
Notice of Claims: First notice of claims will be made to NAS or the authorized representative designated in the policy declarations. Notwithstanding the foregoing, you shall notify us 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), and you shall cooperate fully with us, the insurer, and any duly authorized representative to facilitate the investigation, adjustment, settlement, and payment of any claim. You have no authority to handle claims. You agree to notify us immediately of the occurrence of a claim as directed within the policy.
Indemnification: You and NAS hereto agree to hold harmless, indemnify, and defend each other against all loss, cost and expense, including attorney’s fees, related to any claims, judgments or settlements incurred by the other party because of any error, omission, or intentional act of the other or resulting from the other’s failure to perform.
Confidentiality: You agree to keep in strict confidence and not to disclose any proprietary or confidential information about us that you learn of or obtain because of this Service Agreement and your use of NAS Online Services, unless such information is otherwise in the public domain.
The parties (you and NAS) acknowledge, understand and agree that a continuing breach of this provision would cause substantial and irreparable harm to the other party. Accordingly, in the event a party breaches this provision, the non-breaching party shall be entitled to preliminary and permanent injunctive relief preventing any further breaches by the breaching party and enforcing this provision. The parties hereby consent to the issuance of such relief and hereby waive any requirements that a party secure or post a bond in connection with obtaining any injunctive or other equitable relief. In addition, a party shall be entitled to such damages from the breaching party as the non-breaching party can demonstrate it suffered due to a party’s breaches prior to the issuance of injunctive relief.
Termination of Use: We shall reserve the right to terminate usage if your license or licenses to operate in the states or territories in which NAS conducts business operations is/are cancelled, terminated, or otherwise not renewed, or if your Errors and Omissions Insurance lapses.
No Third Party Beneficiary: This Service Agreement is for the exclusive benefit of the parties hereto, and no third party, including, without limitation, any insured, is intended to be or shall be a beneficiary of any provision hereof.
Waiver: A waiver of any of the terms and conditions hereof shall not be construed as a general waiver by the parties.
Partial Invalidity: Should any portion of this Brokerage Agreement be held unenforceable or inoperative for any reason, such shall not affect any other portion of this Brokerage Agreement, but the remainder shall be as effective as though such ineffective portion had not been contained herein.
Law Governing Brokerage Agreement and Venue: This Brokerage Agreement shall be governed by and construed in accordance with the laws of the State of California.
Entire Agreement: You agree this Service Agreement contains the entire agreement of the parties hereto and supersedes all prior online service agreements, contracts and understandings, whether written or otherwise, between the parties relating to the subject matter hereof.
Dispute Resolution: In the event of any controversy or dispute related to, or arising out of, the Brokerage Agreement provisions of this Service Agreement, you agree to meet and confer with us in good faith to attempt to resolve the controversy or dispute without an adversary proceeding. If the controversy or dispute is not resolved within five (5) business days of notice of the controversy or dispute, the parties agree to waive their rights, if any, to a jury trial and pre-trial discovery, and to submit the controversy or dispute to judicial reference before a retired judge or justice pursuant to § 638 of the California Code of Civil Procedure, or any successor provision, for resolution in accordance with Chapter 6, (References and Trials by Referees) of Title 8 or Part 2 of the California Code of Civil Procedure, or any successor chapter. The parties agree that the only proper venue for the submission of claims is the County of Los Angeles, California, and that the hearing before the referee shall be concluded within nine (9) months of the filing and service of the complaint. The parties reserve the right to contest the referee’s decision and to appeal from any award or order of any court.
Attorneys’ Fees: If any legal action is brought pursuant to the Dispute Resolution Provision of this Service Agreement, for the interpretation or enforcement of this Service Agreement or any part hereof, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the Brokerage Agreement provisions of this Service Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs incurred in that action or arbitration proceeding, in addition to any other relief to which it may be entitled.
USE OF EXTERNAL EMAIL ADDRESS
NAS is a paperless environment, so with NAS Online Services, 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 NAS ADDRESSES
The NAS 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 @nasinsurance.com. NAS 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
NAS does business in certain states and territories of the United States of America. Home offices are located in Encino, California unless otherwise indicated.
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 NAS 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 firstname.lastname@example.org
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.
NAS 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 NAS Insurance Services 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 NAS 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 NAS 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, NAS DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NAS DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE COMPLETENESS, ACCURACY, RELIABILITY, USEFULNESS, OR TIMELINESS OF THE MATERIALS ON THE WEBSITE. NAS DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS WEBSITE. NAS 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 NAS) 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
NAS 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 California, 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 NAS and are protected by copyright, trademark and other proprietary rights. Except as otherwise expressly permitted by NAS, 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 NAS Insurance Services, Inc.’s written permission.
All trademarks, service marks, trade names, logos, and icons are proprietary to NAS. 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 NAS 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.
NAS 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 NAS’ trademarks, service marks, copyrights or other intellectual property are be directed to NAS Insurance Services, 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. NAS 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.