Kin Referral Partner Terms
Last Modified 2/9/2018
These Referral Partner Terms (“Referral Terms”) set forth the legally binding terms and conditions for the referral of potential insurance customers to Kin Insurance, Inc. (the “Company”, “we”, “us”, or “our”) by you (“you” or “Referral Partner”) on the terms set forth herein. If you are a licensed insurance broker, please contact us for our insurance broker referral agreement.
You must be 18 years of age or older to be a Referral Partner. If you open an account on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are authorized bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf. Additional terms and conditions may also apply to specific portions, services or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms.
WE RESERVE THE RIGHT TO ADD, SUBTRACT, OR CHANGE THESE REFERRAL TERMS AT ANY TIME AT our sole discretion. The most current version will always be posted on our Website at kin.com/partner-referral-terms. If, in our sole discretion, we deem a revision to be material, we will notify you. By continuing to access the Website after revisions become effective, you agree to be bound by the revised Referral Terms.
1. Company engages Referral Partner to refer potential leads to the Company’s website located at www.kin.com. Referral Partner is not authorized to sell, solicit, or negotiate any underlying insurance being sold or perform any duty that would otherwise require a license by any state, local or other governmental regulator.
2. For each potential New Customer (defined below) who submits his/her genuine and bona fide personal and property information for the purpose of requesting a quote to purchase homeowners insurance products for such property on the Website and who either (a) owns such property or (b) has genuine intent and ability to purchase such property in the immediate future (a “Quote Request”), that originates from Referral Partner’s unique referral link or code assigned to it by the Company, and that the Company is able to establish contact with to provide a quote within thirty (30) days of the date such potential insurance customer submits the Quote Request (a “Qualified Lead”), Company will pay Referral Partner a referral fee equal to $20.00 (the “Referral Fee”) per Qualified Lead. Notwithstanding the foregoing, in no event will Referral Partner be eligible to receive Referral Fees on more than fifty (50) Qualified Leads per calendar month. For purposes of these Referral Terms, the term “New Customers” means any potential insurance customer who has not (i) previously generated a Quote Request, directly or indirectly, or (ii) had an active insurance policy with the Company, in each case, within the last twelve (12) months. For the avoidance of doubt, in no event shall “New Customer” include you or your household members.
3. Referral Partner agrees that, in its performance of its obligations under these Referral Terms, it will (a) comply with all applicable laws, rules and regulations (including, but not limited to any of the foregoing related to the use of false, misleading, materially inaccurate, defamatory, or otherwise deceptive language or materials in its marketing and solicitation services hereunder), (b) follow all policies and of the Company, and (c) refrain from selling, soliciting, or negotiating for the sale of any insurance.
4. Company will pay Referral Partner monthly for all of the Referral Fees earned for the immediately preceding calendar month. Unless otherwise agreed by the Company and Referral Partner in writing, all Referral Fee payments will be transmitted via email to Referral Partner in a non-cash, electronic gift card format for use at Amazon or other retailer, as communicated by the Company.
5. These Referral Terms commence on the date that the Company confirms Referral Partner’s participation as a Referral Partner in an email, which will include the Referral Partner’s unique referral link, and will continue until the earlier of (a) the termination by either party for convenience with 7 days’ prior written notice (including via email) or (b) immediately upon notice to Referral Partner if such Referral Partner fails to abide by the terms of these Referral Terms or any applicable laws or regulations. In the event of a termination pursuant to this Section 5(a), Referral Partner’s referral link will remain active (and Referral Partner will be eligible to receive Referral Fees with respect to any Quotes generated from such referral link) for 5 business days, after which time Referral Partner will be ineligible to receive any additional Referral Fees, whether or not such lead requests a Quote from Referral Partner’s referral link.
a. Scope of Confidential Information. Company (the “Disclosing Party”) may disclose or make available to Referral Partner (the “Receiving Party”) information about its business affairs, suppliers, customers, goods and services, forecasts, confidential information and materials comprising or relating to intellectual property rights, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential”, including, but not limited to any information provided by any Lead (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party or any of its representatives, (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information, (c) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of Disclosing Party, (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (d) is required to be disclosed pursuant to applicable law, regulation or judicial process or proceeding, or pursuant to any order of any court of competent jurisdiction, or by the rules of any recognized stock exchange, provided that (to the extent legally permissible and if circumstances permit) the Receiving Party gives prior written notice to Disclosing Party of any such requirement so that Disclosing Party may seek (at the Disclosing Party’s sole cost and expense) confidential treatment or protective order.
b. Protection of Confidential Information. Receiving Party covenants that it shall (a) protect and safeguard the confidentiality of Disclosing Party’s Confidential Information with at least the same degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person, except to Receiving Party’s employees, officers, representatives, agents and professional advisors who need to know the Confidential Information to assist Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Referral Terms. Receiving Party will be responsible for any breach of this Section caused by any of its representatives. At any time during or after the term of these Referral Terms, at Disclosing Party’s written request, Receiving Party and its representatives shall promptly return or destroy (as applicable) all Confidential Information and copies thereof that it has received under these Referral Terms. Notwithstanding the foregoing, neither the Receiving Party nor its representatives shall be required to destroy or return any electronic copies of Confidential Information created pursuant to their standard electronic archival and back-up procedures (it being agreed that any such electronic copies shall remain subject to the confidentiality and other obligations set forth in these Referral Terms).
7. Representations and Warranties. Referral Partner represents and warrants to Company that (a) it has the full right, corporate power and authority to enter into these Referral Terms and to perform its obligations under these Referral Terms; (b) it is authorized and entitled to receive all fees and other sums that may be payable hereunder by the Company (c) the acceptance of these Referral Terms by its representatives has been duly authorized by all necessary corporate action of Referral Partner; and (d) these Referral Terms will constitute the legal, valid and binding obligation of Referral Partner, enforceable against Referral Partner in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).
8. Indemnification. Subject to the terms and conditions set forth herein, Referral Partner (the “Indemnifying Party”) shall indemnify hold harmless, and defend the Company and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, and the costs and expenses of enforcing any right to indemnification under these Referral Terms and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, “Losses”), relating to, arising out of or resulting from any claim alleging (a) breach or non-fulfillment of any representation, warranty or covenant under of these Referral Terms by Indemnifying Party or Indemnifying Party’s personnel; (b) that an agent, employee, or representative of Referral Partner is owed any commission or other payments (other than the Referral Fees) ; (c) any failure by the Indemnifying Party to comply with any applicable law; (d) any breach of these Referral Terms.
9. Limitation of Liability. IN NO EVENT SHALL COMPANY OR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF COMPANY OR ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, MANAGERS, OFFICERS OR DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED TOTAL REFERRAL FEES PAID BY COMPANY TO REFERRAL PARTNER IN THE TWELVE MONTHS PRECEDING THE CLAIM.
a. No Waiver. No forbearance or neglect on the part of either Party to enforce any of the provisions of these Referral Terms shall be construed as a waiver of any of its rights or privileges hereunder, or affect its rights arising from any default or failure of performance by the other Party.
b. Notices. All notices and other communications required or permitted under these Referral Terms shall be validly given, made, if in writing and delivered via e-mail to the Company at email@example.com and to the Referral Partner at the email address provided to the Company.
c. Assignment. Referral Partner shall not assign any of its rights or delegate any of its obligations under these Referral Terms without the prior written consent of Company. Any purported assignment or delegation in violation of this shall be null and void. No assignment or delegation shall relieve Referral Partner of any of its obligations under these Referral Terms. The Company may assign any of its rights or delegate any of its obligations, without Referral Partner’s consent.
d. Relationship of Parties. Nothing in these Referral Terms creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any customer or other third party.
e. Choice of Law. This Agreement, including all exhibits, schedules, attachments and appendices attached hereto and thereto, and all matters arising out of or relating to these Referral Terms, are governed by, and construed in accordance with, the laws of the State of Illinois, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Illinois.