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This Freight Forwarder Agreement (the “Agreement”) is entered into, to be performed, and is between LoadStar Insurance Services LLC (hereinafter referred to as “LoadStar”, “we”, “us” or “our”) and the Freight Forwarder signing this Agreement (hereinafter referred to as “Freight Forwarder,” “you” or “your”), and is comprised of this Freight Forwarder Agreement (hereinafter “Agreement”), all Addenda or amendments hereto, and all written modifications to the Agreement made in accordance with the terms and conditions herein, and is effective upon receipt of a Freight Forwarder Code and system credentials issued to you by LoadStar. This Agreement shall remain in force and effect until terminated as provided for herein.
Whereas Freight Forwarder desires to obtain insurance coverage for its clients (hereinafter referred to as “Importer” or “Insured”) provided under the “Customs Inspection Insurance” program (“Program”) available through insurance companies (hereinafter referred to as “Insurers”) represented by LoadStar, and
Whereas LoadStar desires to provide insurance for Importers that meet the qualifications of the aforementioned Programs.
NOW, THEREFORE, in consideration of the foregoing facts, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Loadstar and Freight Forwarder agree as follows:
ARTICLE I. AUTHORITY
A. You are hereby given the authority to submit applications and collect, receive, and provide receipts for premiums for insurance products in accordance with this Agreement, the Program(s) described in any Addenda attached hereto, and the Program Guidelines containing underwriting and rate information and guides (hereinafter collectively referred to as “Program Guidelines”), if any, we may provide to you. In doing so, you acknowledge and agree that you are not acting in the capacity of an insurance agent or broker and are not providing insurance advice to Importers. Freight Forwarder shall receive no compensation of any kind for any services provided under this Agreement.
B. You are an independent contractor. You are not our agent nor shall you hold yourself out as such, and you shall not conduct or purport to conduct any activities on our behalf other than as specifically set forth in this Agreement. You shall manage your own time and nothing in this Agreement is intended to create the relationship of employer/employee, partnership or joint venture between you and us.
C. You have no authority to revise or in any way alter the provisions of any insurance policy.
D. You have no authority to accept service of any lawsuit or legal process on our behalf or on behalf of any of our Insurers, nor any authority to authorize any claim settlement or to bind us or our Insurers in any claim matter.
E. You shall not use our name or logo, nor those of any of our Insurers, for marketing purposes, in or on any advertisement, publication, circular, website, paper, producer stationary or marketing products, or any other printed, electronic, or other visual format without our prior written approval.
F. You may not assign, or attempt to assign, your rights under this Agreement without our prior written consent. Any attempted or purported assignment made without our written consent may, at our option, be cause for termination of this Agreement.
G. We shall have the authority to:
1. Contact, personally or through third parties, any person or organization insured through our Programs, or anyone who has applied for insurance, including for purposes of, but not limited to, the following reasons:
a. provide customer service;
b. request, receive, or verify information;
c. notify the Insured of, and collect premium due, on any policy;
d. notify the Insured of changes in the terms of any policy.
2. Provide Insureds’ information to Insurers and their servicing and administrative agents for the purpose of providing, replacing or renewing coverage and administering policies.
H. You acknowledge and agree that our Insurers are third-party beneficiaries of this Agreement.
ARTICLE II. DUTIES
A. It is your responsibility to:
1. Keep a true and complete record of and account for all business transacted, and forward promptly all applications for insurance and premiums to us or whomever we may designate in writing, in any reasonable manner we may specify including, but not limited to, electronic transmission of applications or transfer of funds;
2. Pay all your operating expenses, including but not limited to, personal license fees and taxes and business or municipal fees and taxes;
3. Provide to us any information in your possession or under your control that we may require in exercising our authority under this Agreement, including but not limited to, a copy of all or any part of a file concerning any person insured under, or who applied for, a policy through our Programs;
4. Make no misrepresentations or omissions of material facts to applicants or Insureds concerning their policies or insurance coverage.
B. It is our responsibility to:
1. Issue all policies, endorsements, cancellation notices, filings, certificates, and other required documentation of coverage;
2. Promptly inform you of any material change to a policy.
C. Notwithstanding the termination of this Agreement, the duties of this Agreement shall continue to apply to all unfinished business to the end that all obligations and liabilities incurred by each party pursuant to this Agreement shall be fully performed and discharged.
ARTICLE III. COLLECTION AND DISTRIBUTION OF FUNDS
You agree to promptly remit to us, when due, all deposit premiums and applicable taxes and fees with all applications in accordance with the Program, and you shall abide by the Program’s premium payment requirements and our credit and collection policies.
ARTICLE IV. TERMINATION
A. This Agreement may be terminated by either party for convenience without cause upon thirty (30) days’ written notice to the other and immediately for cause; provided, however, that at our election and in our sole discretion, we may, if confirmed in writing to you, give you an opportunity to cure any breach or failure to perform on your part. In the event the breach or failure to perform is not cured to our satisfaction within the time-period we may specify in writing, the Agreement will be terminated at the end of such period. Effective immediately upon termination, your authority submit applications, shall cease.
B. This Agreement will terminate automatically on the effective date of any sale, transfer or merger of your business, except where you have received our written consent pursuant to Article I, subdivision (G).
ARTICLE V. RIGHTS AFTER EXPIRATION OR TERMINATION
A. Upon and after termination of this Agreement:
1. All your authority under this Agreement ends;
2. We may notify Insureds of the expiration or termination of thisAgreement;
3. All in-force policies will continue to their normal expiration, subject to their terms.
ARTICLE VI. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Loadstar Insurance Services and its Insurers, claims administrators and service companies (hereinafter, “affiliates”) from and against any and all liabilities, losses, damages, judgments, actions and expenses, including reasonable attorneys’ fees, incurred by us or our affiliates resulting from or arising out of your negligence, any acts, errors or omissions, misrepresentations, or your material breach of this Agreement including, but not limited to, allegations of violation of law or governmental regulation, including privacy and consumer protection laws.
A. We agree to indemnify, defend and hold you harmless from and against any and all liabilities, losses, damages, judgments, actions and expenses, including reasonable attorneys’ fees, incurred by you resulting from or arising out of our negligence, any acts, errors or omissions, or our material breach of thisAgreement including, but not limited to violations of law or governmental regulation, including privacy and consumer protection laws.
B. The party seeking indemnification (“Indemnitee”) shall promptly notify the party fromwhom indemnification is sought (“Indemnitor”) of any claim, demand, assessment, allegation of negligence or any other matter as to which the obligation to indemnify hereunder may apply and shall give the Indemnitor a reasonable opportunity to defend, including the engagement of legal counsel as may be necessary. The
Indemnitee shall, at its option, have the right, but not the obligation, to fully participate in such defense at its own expense. If, within a reasonable time after notice of a claim and request for defense, the Indemnitor fails or refuses to provide for such defense, the Indemnitee shall have the right, but not the obligation, to
undertake its own defense, and to conclusively compromise or settle the claim or other matter and may thereafter exercise its right to recover all costs, including payment of the claim and defense costs and legal fees, from the Indemnitor. If the Indemnitor assumes the defense, it shall not thereafter be liable to the Indemnitee for any costs of litigation including, but not limited to, court costs and attorney fees, incurred subsequent to such decision to assume the defense of any such action.
ARTICLE VII. MISCELLANEOUS
A. All supplies, products, intellectual property, or other proprietary information furnished to you by us shall remain our property and shall be returned to us promptly upon demand.
B. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.
C. The waiver by one party of any breach of this Agreement by the other party will not be deemed a waiverof any subsequent breach, a waiver of the particular provision breached, or a waiver of any other provision of this Agreement.
D. This Agreement may not be altered or modified by either party except in writing signed by bothparties.
E. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to the choice of law provisions thereof. The parties hereto hereby consent to the exclusive jurisdiction and venue of the State of California, for any action that may be brought in connection with this Agreement.
F. You expressly acknowledge and agree that we and our affiliates may, from time to time, notify you in writing, via U.S. Postal Service, commercial courier, electronic mail, or facsimile transmission, of information and advertisements about any and/or all Program(s) managed by or available through us or our Insurers. Requests for additional information about risks submitted to us, quotes on such risks, and general correspondence about such risks may also be communicated to you in thismanner.
G. In conducting business under this Agreement, it is understood between the parties they may share with each other confidential information, including non-public information relating to their respective clients and to each other, and may use this information in order to provide the products and services contemplated under this Agreement. The parties hereby agree to maintain the confidentiality of such information including, but not limited to, compliance with requirements of the Gramm-Leach-Bliley Act of 2000 (15USC §1701 et seq.), and applicable state and local privacy laws.
H. You acknowledge and agree that we make no warranties or representations, express or implied, as to the financial strength, stability, or condition of any Insurer we represent under this Agreement. You assume full responsibility for the investigation into and disclosure of all material facts related thereto to your customer(s). You hereby hold us harmless, to the fullest extent permissible by law, from any and all liability arising out of any liquidation, rehabilitation, conservatorship, or receivership proceedings of an Insurer.
I. Except as expressly provided otherwise in this Agreement, all notices required or provided for under this Agreement may be made by service by First Class U.S. Mail, nationally recognized commercial courier, facsimile or electronic transmission (i.e., “email”). Such notice shall be effective five (5) business days after deposit with the U.S. Postal Service, Return Receipt Requested, one (1) business day after deposit with a commercial courier with instructions for overnight delivery, or upon confirmation of successful facsimile or electronic transmission.
By my signature below, I assent to all the terms and conditions set forth above, including any Addenda attached hereto, and understand that this Agreement shall not take effect until such time as I receive a freight forwarder code from Loadstar affirming their mutual assent to this Agreement.
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