Terms and Conditions

1.1 Independent Contractor Relationship

You acknowledge and agree that your relationship with Windermere is strictly that of an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between you and Windermere. You acknowledge that you have no authority to bind Windermere to any obligation or commitment, make any representation or warranty on behalf of Windermere, or incur any liability or expense in Windermere's name. You agree to conduct your business independently and shall not represent yourself as an employee, agent, or representative of Windermere to any third party.

1.2 Description of Services

Windermere agrees to provide you with access to its proprietary technology platform and comprehensive support services designed to facilitate your independent insurance business. These Services include, but are not limited to:

• Digital tools for client management
• Carrier appointment facilitation
• Professional training programs
• Marketing resources
• Commission tracking systems
• Compliance guidance
• Technical support

You acknowledge that Windermere's role is limited to providing infrastructure and support services, and that you retain full responsibility for your insurance sales activities, client relationships, and business operations.

1.3 Mutual Obligations and Expectations

You acknowledge that the success of this business relationship depends on mutual cooperation and professionalism. Windermere commits to using commercially reasonable efforts to maintain Platform availability, provide quality support services, and facilitate carrier relationships. You agree to conduct all insurance business ethically and professionally, maintain all required licenses and credentials, accurately represent insurance products to consumers, and utilize the Platform in accordance with this Agreement.

2.1 Initial Eligibility Requirements

You represent and warrant that you meet all eligibility requirements for Platform access. Specifically, you certify that you:

1. Possess and maintain valid insurance producer licenses in all jurisdictions where you conduct or intend to conduct insurance business
2. Maintain Errors & Omissions insurance coverage that meets or exceeds industry standards and regulatory requirements
3. Are at least eighteen (18) years of age
4. Are in good standing with all applicable state insurance departments
5. Have successfully completed Windermere's onboarding and verification process

2.2 Continuing Obligations and Standards

You agree to maintain all eligibility requirements throughout the term of this Agreement. You specifically agree to:

1. Complete all required training modules within the timeframes specified by Windermere or applicable carriers
2. Maintain eligibility for appointment with participating insurance carriers
3. Keep all licensing, contact, and business information current and accurate in the Platform
4. Respond promptly to compliance inquiries and requests for information
5. Maintain appropriate business records as required by law and regulation
6. Notify Windermere immediately of any change in your licensing status, regulatory actions, or other circumstances that may affect your eligibility

2.3 Professional Conduct Standards

You agree to maintain the highest standards of professional conduct in all insurance-related activities. You specifically agree to:

1. Provide honest, accurate, and complete information to consumers regarding insurance products and coverage
2. Respond to client inquiries and service requests in a timely and professional manner
3. Submit insurance applications accurately and completely, ensuring all information is truthful and verified
4. Handle all confidential and sensitive information with appropriate care and security
5. Cooperate fully with carrier requirements, audits, and quality assurance programs
6. Refrain from any conduct that could damage the reputation of Windermere, its carrier partners, or the insurance industry

3.1 Insurance Regulatory Compliance

You acknowledge and agree that you bear primary responsibility for understanding and complying with all applicable insurance laws and regulations in each jurisdiction where you conduct business. You specifically agree to comply with all state insurance codes, licensing requirements, continuing education mandates, advertising regulations, replacement rules, suitability standards, and disclosure requirements. You further acknowledge that insurance regulations vary by state and that you must ensure compliance with the specific requirements of each jurisdiction where you are appointed or conduct business.

3.2 Federal Healthcare Program Compliance

You acknowledge that the sale of Medicare-related insurance products is subject to strict federal regulations. You agree to comply fully with all Centers for Medicare & Medicaid Services (CMS) marketing guidelines, including but not limited to:

• Using only approved marketing materials
• Following compliant enrollment procedures
• Maintaining proper scope of appointment documentation
• Adhering to all prohibition periods and enrollment timelines

3.3 Privacy and Data Protection Compliance

You acknowledge and agree to comply with all applicable privacy and data protection laws. You specifically agree to:

1. Comply with the Health Insurance Portability and Accountability Act (HIPAA) Privacy and Security Rules when handling protected health information
2. Execute and abide by Windermere's Business Associate Agreement
3. Comply with state data breach notification laws and promptly report any suspected breaches
4. Adhere to the Fair Credit Reporting Act (FCRA) when accessing consumer credit information
5. Implement appropriate administrative, physical, and technical safeguards to protect all consumer information in your possession or control

3.4 Prohibited Practices and Activities

You acknowledge and agree that certain practices are strictly prohibited in connection with your insurance activities. You specifically agree that you will not:

1. Engage in any discriminatory practices in the solicitation, sale, or servicing of insurance products
2. Offer or accept any kickbacks, rebates, or other improper inducements in violation of anti-kickback laws
3. Use consumer information for any purpose not authorized by the consumer or permitted by law
4. Misrepresent any material fact regarding insurance products, coverage, or benefits
5. Engage in high-pressure sales tactics, cold calling where prohibited, or any deceptive or unfair trade practices
6. Violate any federal or state law or regulation applicable to insurance or financial services

4.1 Account Registration and Security

You agree to provide accurate, current, and complete information during the registration process and to maintain and update such information to keep it accurate, current, and complete. You acknowledge that you are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to:

1. Create strong, unique passwords and change them periodically
2. Not share your credentials with any other person
3. Immediately notify Windermere of any unauthorized access to your account
4. Accept full responsibility for any misuse of your account due to your failure to maintain appropriate security

4.2 Permitted Uses of the Platform

You agree to use the Platform solely for legitimate business purposes related to your authorized insurance activities. Specifically, you may use the Platform to:

1. Manage client information and relationships
2. Submit insurance applications and track their status
3. Access training materials and educational resources
4. Download approved marketing materials
5. Track commissions and business metrics
6. Communicate with Windermere support staff
7. Perform other functions expressly authorized by Windermere

You acknowledge that all use must comply with this Agreement and applicable law.

4.3 Prohibited Uses and Restrictions

You acknowledge and agree that certain uses of the Platform are strictly prohibited. You specifically agree that you will not:

1. Share, sell, or transfer your access credentials to any third party
2. Attempt to access accounts or information belonging to other agents
3. Use automated tools, bots, or scripts to access or extract data from the Platform
4. Modify, reverse engineer, decompile, or create derivative works based on the Platform
5. Use Platform data or resources for any non-Windermere business venture
6. Circumvent or disable any security features or access controls
7. Upload malicious code or attempt to compromise Platform security
8. Violate any third-party intellectual property rights

4.4 Technical Requirements and Limitations

You acknowledge and agree that you are responsible for obtaining and maintaining all equipment, software, and services necessary to access the Platform, including but not limited to computers, mobile devices, internet connectivity, and compatible web browsers. You acknowledge that Windermere does not guarantee Platform compatibility with all systems, devices, or browsers, and that Platform performance may vary based on your technical environment. You agree that Windermere shall not be liable for any inability to access the Platform due to your equipment, connectivity, or technical limitations.

5.1 Commission Structure and Payments

You acknowledge and understand that Windermere receives override commissions from insurance carriers based on the collective production of appointed agents. You further acknowledge that your individual commissions are paid directly by insurance carriers according to their respective commission schedules and payment procedures. You acknowledge that commission rates and structures may change at carrier discretion.

5.2 Platform and Service Fees

You acknowledge that certain enhanced features, premium services, or advanced technology tools may require payment of fees to Windermere. You agree to pay all applicable fees according to the fee schedule in effect at the time of use. You acknowledge that fee schedules may be modified with thirty (30) days advance notice and that continued use of fee-based services after such notice constitutes acceptance of the modified fees.

5.3 Chargeback Responsibility and Recovery

You acknowledge and agree that you remain fully liable for all commission chargebacks resulting from policy cancellations, lapses, replacements, rescissions, or other reasons. You specifically agree that:

1. Carriers may recover unearned commissions through future commission offsets or direct collection
2. Windermere may offset any amounts you owe against future payments or seek direct reimbursement
3. Chargeback liability survives termination of this Agreement
4. You will cooperate with all reasonable collection efforts

5.4 Financial Records and Reporting

You agree to maintain accurate financial records related to your insurance business as required by law and regulation. You specifically agree to:

1. Report any commission payment discrepancies promptly upon discovery
2. Maintain appropriate tax documentation and comply with all tax reporting requirements
3. Cooperate with any financial audits or reviews requested by Windermere or carriers
4. Provide accurate information for 1099 and other tax reporting purposes
5. Maintain business records for the periods required by applicable law and regulation

6.1 Windermere Proprietary Rights

You acknowledge and agree that the Platform, including all software, technology, content, training materials, marketing resources, and other materials provided by Windermere, constitute valuable proprietary property owned exclusively by Windermere or its licensors. You acknowledge that no ownership rights are transferred to you and that your rights are limited to access and use during the term of this Agreement solely for authorized business purposes. You agree not to copy, modify, distribute, or create derivative works based on any Windermere proprietary materials except as expressly authorized.

6.2 Agent Data and Content

You retain ownership of client information and other data you input into the Platform ("Agent Data"). By using the Platform, you grant Windermere a non-exclusive, royalty-free license to:

1. Process and store Agent Data as necessary to provide the Services
2. Create aggregated, anonymized analytics and reports that do not identify specific individuals
3. Use Agent Data as necessary to comply with legal and regulatory requirements
4. Access Agent Data to provide support and resolve technical issues

You represent and warrant that you have all necessary rights and consents to provide Agent Data to Windermere.

6.3 Trademark and Brand Usage

You acknowledge that Windermere's name, logos, and other brand elements are valuable trademarks owned exclusively by Windermere. You agree not to use Windermere's trademarks or brand elements without prior written permission, and any permitted use must comply with brand guidelines provided by Windermere. Similarly, you agree that Windermere shall not use your name, marks, or brand elements without your permission, except that Windermere may identify you as a participating agent in internal materials and carrier communications.

6.4 Feedback and Suggestions

You acknowledge and agree that any feedback, suggestions, ideas, or recommendations you provide regarding the Platform or Services ("Feedback") shall become the exclusive property of Windermere. You hereby assign all rights, title, and interest in such Feedback to Windermere and agree that Windermere may use, modify, and incorporate Feedback into its products and services without compensation, attribution, or further consent from you.

7.1 General Data Protection Obligations

You acknowledge the critical importance of protecting consumer information and agree to implement appropriate safeguards for all data accessed through or related to your insurance activities. You specifically agree to:

1. Limit data collection to information necessary for legitimate business purposes
2. Implement physical and technical security measures appropriate to the sensitivity of the information
3. Restrict access to confidential information on a need-to-know basis
4. Use encryption and other protective measures for data transmission and storage
5. Maintain written information security policies and procedures

7.2 Protected Health Information Handling

You acknowledge that insurance activities may involve access to Protected Health Information (PHI) subject to HIPAA. You agree to:

1. Execute and comply with Windermere's Business Associate Agreement
2. Use and disclose PHI only as permitted by HIPAA and the minimum necessary standard
3. Implement HIPAA-required administrative, physical, and technical safeguards
4. Train all workforce members who may access PHI
5. Report any suspected breaches immediately
6. Maintain documentation as required by HIPAA

7.3 Consumer Report Compliance

Agent represents and warrants it is engaged in the business of insurance and has a permissible purpose for obtaining consumer reports, as defined by Section 604 of the Federal Fair Credit Reporting Act (15 U.S.C. § 1681b) as amended by the Consumer Credit Reporting Reform Act of 1996 or as may hereafter be amended, hereinafter called "FCRA". Agent certifies it will comply with the provisions of the FCRA when requesting and using a consumer report from the Producer Database.

7.4 Security Incident Response

You agree to report any actual or suspected security incident, data breach, or unauthorized access immediately upon discovery, and in no event later than twenty-four (24) hours. You further agree to:

1. Cooperate fully with investigation and remediation efforts
2. Preserve all relevant evidence and documentation
3. Assist with required notifications to affected individuals and regulators
4. Implement remedial measures as directed
5. Participate in post-incident reviews and process improvements

8.1 Carrier Appointment Facilitation

You acknowledge that Windermere may assist with facilitating appointments with insurance carriers but does not guarantee appointment approval. You understand and agree that:

1. Each carrier maintains independent appointment criteria and standards
2. Appointment decisions rest solely with carriers
3. You must satisfy all carrier-specific requirements
4. Windermere's role is limited to administrative facilitation
5. Appointment denial or termination by a carrier does not constitute a breach by Windermere

You agree to provide accurate information in all appointment applications and to promptly update any changes.

8.2 Product Knowledge and Representation

You acknowledge and agree that you are solely responsible for understanding the insurance products you sell. You specifically agree to:

1. Complete all product-specific training required by carriers
2. Accurately represent product features, benefits, limitations, and exclusions
3. Provide appropriate disclosures and documentation to consumers
4. Ensure product suitability for consumer needs
5. Stay informed of product changes and updates

8.3 Application Processing Standards

You agree to exercise due care in the submission of all insurance applications. You specifically agree to:

1. Verify the accuracy of all application information
2. Ensure applications are complete before submission
3. Obtain required signatures and authorizations
4. Submit applications promptly according to carrier timelines
5. Respond to carrier underwriting requests timely
6. Maintain copies of all application documents as required

8.4 Carrier Compliance and Quality Standards

You agree to maintain good standing with all appointed carriers by adhering to their respective requirements. You specifically agree to:

1. Comply with carrier-specific agent agreements and bulletins
2. Meet production and persistency requirements
3. Participate in quality assurance programs and audits
4. Complete carrier-mandated training and certification
5. Follow carrier procedures for claims and customer service
6. Represent each carrier's products according to their guidelines

9.1 Ethical Business Practices

You agree to conduct all business activities in accordance with the highest ethical standards of the insurance industry. You specifically commit to:

1. Placing client interests first in all insurance recommendations
2. Providing objective advice based on client needs rather than commission considerations
3. Disclosing any conflicts of interest that may affect your recommendations
4. Maintaining confidentiality of all client information
5. Avoiding any deceptive, misleading, or unfair practices
6. Treating all persons fairly and with respect regardless of their characteristics or circumstances

9.2 Continuing Professional Development

You acknowledge the importance of ongoing professional development and agree to:

1. Complete all continuing education requirements for license maintenance
2. Participate in available Windermere training programs
3. Stay current with industry changes, regulations, and best practices
4. Seek assistance when encountering unfamiliar situations
5. Maintain professional certifications and designations in good standing

9.3 Client Service Standards

You agree to provide prompt, professional service to all clients and prospects. You specifically agree to:

1. Respond to client inquiries within reasonable timeframes
2. Maintain accurate records of client interactions and transactions
3. Provide clear, understandable explanations of insurance options
4. Assist with claims and service issues as appropriate
5. Conduct regular reviews to ensure continued coverage adequacy
6. Handle complaints professionally and seek resolution promptly

9.4 Fair Competition and Market Conduct

You agree to compete fairly and professionally in the marketplace. You specifically agree that you will not:

1. Make false or disparaging statements about competitors or their products
2. Engage in illegal rebating or improper inducements
3. Interfere with existing insurance relationships through improper means
4. Use confidential information obtained from prior employment improperly
5. Engage in discriminatory practices in marketing or sales
6. Participate in any boycott, coercion, or intimidation

10.1 Term of Agreement

This Agreement commences upon your acceptance and continues until terminated by either party in accordance with these provisions. You acknowledge that Platform access is not guaranteed for any specific duration and that continued access depends on ongoing compliance with this Agreement and maintenance of eligibility requirements.

10.2 Termination Rights and Procedures

Either party may terminate this Agreement upon written notice to the other party. Additionally, Windermere reserves the right to terminate or suspend your Platform access immediately for cause, including but not limited to:

1. Violation of any provision of this Agreement
2. Violation of applicable laws or regulations
3. Loss or suspension of required licenses
4. Fraudulent or unethical conduct
5. Excessive complaints or chargebacks
6. Failure to maintain required insurance coverage
7. Any conduct that may harm Windermere's reputation or relationships

10.3 Effect of Termination

Upon termination of this Agreement, you agree that:

1. Your right to access the Platform terminates immediately
2. You must cease all use of Windermere's proprietary materials and marks
3. You must complete any pending insurance transactions appropriately and in compliance with carrier requirements
4. You may request export of your data within thirty (30) days
5. All outstanding financial obligations remain due and payable

10.4 Survival of Obligations

You acknowledge and agree that certain obligations survive termination of this Agreement, including but not limited to:

1. Confidentiality obligations regarding Windermere's proprietary information
2. Indemnification obligations for your acts and omissions
3. Financial obligations including chargeback liability
4. Data protection and privacy obligations
5. Any other provisions that by their nature should survive

These surviving obligations continue indefinitely or for the period specified by applicable law.

11.1 Agent Indemnification Obligations

You agree to defend, indemnify, and hold harmless Windermere, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

1. Your insurance sales activities and client interactions
2. Your violation of any laws, regulations, or carrier requirements
3. Your breach of this Agreement
4. Claims by your clients or persons claiming through them
5. Your negligent or intentional misconduct
6. Inaccurate information you provide
7. Your unauthorized use of the Platform or third-party rights

11.2 Insurance Coverage Requirements

You agree to maintain appropriate Errors & Omissions insurance coverage throughout the term of this Agreement and for such period thereafter as required by law or regulation. You agree to:

1. Maintain coverage limits that meet or exceed industry standards and regulatory requirements
2. Ensure coverage includes your activities under this Agreement
3. Provide proof of coverage upon request
4. Notify carriers of potential claims as required by policy terms
5. Cooperate with claim investigations and defense

11.3 Limitation of Liability

12.1 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. You agree that any dispute arising out of or relating to this Agreement or the Platform shall be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, California. You hereby consent to personal jurisdiction in such courts and waive any objection to venue. The prevailing party in any litigation shall be entitled to recover reasonable attorneys' fees and costs.

12.2 Entire Agreement and Integration

This Agreement, together with the Business Associate Agreement, Privacy Policy, and any applicable fee schedules or supplemental terms, constitutes the entire agreement between the parties regarding the subject matter hereof. You acknowledge that this Agreement supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No representation, promise, or inducement not included in this Agreement shall be binding.

12.3 Modification and Amendment

You acknowledge and agree that Windermere may modify this Agreement at any time by providing thirty (30) days advance notice through the Platform or via email. Your continued use of the Platform after such notice period constitutes acceptance of the modified terms. You acknowledge that no other modification or amendment shall be effective unless in writing and signed by authorized representatives of both parties.

12.4 Severability and Enforcement

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent. If such modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect. You acknowledge that the invalidity of any provision shall not affect the validity of the remaining Agreement.

12.5 Waiver and Course of Dealing

You acknowledge that no waiver of any breach or default under this Agreement shall be effective unless in writing and signed by the waiving party. You further acknowledge that the waiver of any breach shall not constitute a waiver of any subsequent breach of the same or any other provision. The failure of either party to enforce any provision shall not be construed as a waiver of that provision or the right to enforce it later.

12.6 Assignment and Transfer

You acknowledge and agree that you may not assign, transfer, or delegate any rights or obligations under this Agreement without Windermere's prior written consent, and any attempted assignment without such consent shall be void. You acknowledge that Windermere may freely assign this Agreement to any affiliate or successor, or in connection with any merger, acquisition, or sale of assets, without your consent but with notice to you.

12.7 Notices and Communications

All formal notices required under this Agreement must be in writing and shall be deemed properly given when:

1. Delivered personally
2. Sent by certified or registered mail, return receipt requested
3. Sent by overnight courier with confirmation
4. Sent by email with confirmation of receipt

12.8 Independent Contractor Status

You acknowledge and affirm that you are an independent contractor and nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. You agree that you have no authority to bind Windermere or make commitments on its behalf. You acknowledge responsibility for your own taxes, insurance, and business expenses. You agree not to represent yourself as a Windermere employee or agent to any third party.

12.9 Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, labor disputes, or governmental actions. The affected party shall promptly notify the other party and use reasonable efforts to minimize the impact and resume performance.

12.10 Disclaimer of Warranties

13.1 Program Description

By providing your mobile phone number and opting in to the messaging program of Windermere Financial, LLC ("Windermere"), you consent to receive SMS text messages from us relating to your use of our platform, including but not limited to account updates, onboarding assistance, compliance notifications, marketing opportunities, training reminders, and support messages.

13.2 Message Frequency

The frequency of messages may vary based on your interaction with our services but will generally not exceed 4–6 messages per month. Some months may involve fewer or more messages depending on your activity, preferences, or compliance needs.

13.3 Opting Out

You may opt out of SMS communications at any time by replying STOP to any message you receive. You will receive a confirmation message upon successful opt-out. After this, you will no longer receive SMS messages from Windermere unless you re-enroll.

13.4 Customer Care and Support

If you experience issues with our SMS service, you can reply HELP for assistance or contact us directly at:

• Email: support@windermerefinancial.com
• Phone: (800) 652-7922

13.5 Message and Data Rates

Message and data rates may apply depending on your mobile carrier plan. Windermere is not responsible for any such charges incurred by you.

13.6 Third-Party Services

SMS messages may be sent via third-party messaging platforms. We disclaim any liability for transmission failures or service disruptions due to issues beyond our control, including those involving mobile carriers or service providers.

13.7 Privacy

Your privacy is important to us. Please refer to our Privacy Policy for information on how we collect, use, and protect your information. We do not sell or share your personal information for marketing purposes with third parties.

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Agent"

means an individual insurance producer who is properly licensed and authorized to sell insurance products in one or more jurisdictions.

"Carrier"

means an insurance company that underwrites and issues insurance policies and has authorized Windermere to facilitate agent appointments.

"Chargeback"

means the recovery by a Carrier of previously paid commissions due to policy cancellation, lapse, or other termination within the period specified by the Carrier.

"CMS"

means the Centers for Medicare & Medicaid Services, the federal agency that administers Medicare and oversees Medicare Advantage and Medicare Supplement insurance products.

"FCRA"

means the Fair Credit Reporting Act, 15 U.S.C. §§ 1681 et seq., and its implementing regulations.

"HIPAA"

means the Health Insurance Portability and Accountability Act of 1996, as amended by the HITECH Act, and implementing regulations at 45 C.F.R. Parts 160, 162, and 164.

"PHI"

means Protected Health Information as defined by HIPAA, including any individually identifiable health information transmitted or maintained in any form or medium.

"Platform"

means Windermere's proprietary technology systems, applications, and digital tools made available to Agents.

Exhibit A - Notice to Users of Consumer Reports

Exhibit B - Summary of Consumer Rights Under FCRA

Complete Terms & Conditions