Online Independent Agent Terms

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Kat is Bridgepointe’s Brand Management & Creative Lead with 15 years of experience in marketing for various industries such as retail, hospitality, and travel. With a BFA in graphic design, she has a heavy hand in the Bridgepointe brand and multimedia efforts.

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These Independent Agent Online Terms and Conditions (“Online Terms”) are incorporated into and made an essential part of the Independent Agent Agreement (the “Agreement”) between Bridgepointe Technologies, LLC (“BPT”), a California limited liability company and the independent agent (“Agent”) named in the Agreement. Each of BPT and Agent are individually referred to as a “Party” and collectively as the “Parties”. Except as otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Agreement.

Agent, by its execution of the Agreement, acknowledges and agrees that it has reviewed and agrees to be bound by these Online Terms, as may be amended from time to time.

Engagement and Relationship

Background. BPT is a marketing, distribution, and service company that focuses on technology services, and provides technical, sales, engineering and operational support to independent agents (“BPT Resources”). BPT has entered into agreements (the “Supplier Agreements”) with its suppliers (“Suppliers”) whereby BPT markets and provides a variety of products and services (the “BPT Offerings”) in accordance with the Supplier Agreements. BPT has engaged Agent to act as a sales agent to market the BPT Offerings to end-user customers (“Prospective Clients”) in accordance with the Supplier Agreements pursuant to the terms and conditions set forth in these Online Terms and the Agreement. Upon execution of an agreement by an end-user customer introduced by Agent for the purchase of a BPT Offering, such end-user customer shall become a “Client” of Agent (each Client of Agent collectively referred to as the “Clients”).
Independent Contractor. Agent acknowledges and agrees that at all times during Agent’s performance of the Agreement, Agent shall be an independent contractor. The mode, manner, method and means used by Agent to perform services pursuant to the Agreement shall be at Agent’s sole selection, direction, and control. Agent shall be responsible for furnishing any and all materials needed to perform its obligations under the Agreement. Agent shall be responsible for payment of any and all expenses arising from Agent’s performance of the terms of the Agreement, including but not limited to insurance, advertising, marketing, wages, and other business expenses. The Parties acknowledge and agree that Agent is not an employee, legal representative or legal agent of BPT for any purpose whatsoever. The Parties agree and understand that the relationship between BPT and Agent does not constitute or create a general agency, joint venture, partnership, employment relationship or franchise. Agent expressly acknowledges and agrees that the term “Agent” or “Independent Agent” is an anecdotal term used to identify BPT’s independent sales representatives and does not imply or connote that a formal agency relationship exists between BPT and Agent or that Agent is entitled to any rights or benefits other than those of an independent contractor as set forth in the Agreement. Agent shall not, on BPT’s behalf, make any warranties or representations or assume or create any obligations which are inconsistent with any term of the Agreement or these Online Terms. At all times, Agent shall identify itself to others as an independent agent of BPT and shall not make any representations that are misleading or otherwise deceptive regarding the nature of Agent’s relationship with BPT. Agent shall not hold himself or herself out to the public as being an employee or legal representative of BPT or as having authority to act on behalf of BPT. Agent acknowledges and agrees that BPT is not responsible for income withholding and that it will not withhold or deduct any tax from Agent’s Commissions (as defined in the Plan). Agent further acknowledges that Agent is solely responsible for payment and reporting of its income taxes.
Agent Employees, Contractors, Etc. In the event Agent utilizes employees, contractors or its own agents, Agent is responsible for ensuring that such persons comply with these Online Terms and the terms of the Agreement. Any failure by such persons to comply with these Online Terms and the terms of the Agreement within fifteen (15) days after receipt of a notice to cure such failure to comply shall entitle BPT to terminate the Agreement for Cause pursuant to the terms set forth in the Agreement. In addition, Agent agrees to require any employees, contractors or their own sales agents utilized in performing Agent’s obligations under the Agreement to abide by all BPT Supplier Agreements.
Determination of Terms. While Agent is free to determine the means and methods by which Agent markets the BPT Offerings, the Parties agree that BPT retains the absolute and sole discretion to determine the terms of sale of the BPT Offerings. The Parties further agree that BPT has the right to refuse the sale of any of the BPT Offerings at any time in its sole discretion. In the event BPT refuses the sale of any BPT Offerings, Agent shall be free to place the sale under a different master agent.
Business Ethics. In performing its obligations under the Agreement and the services thereunder, each Party shall observe a high standard of business ethics, integrity and fair dealing. Neither shall do anything malicious to dishonor, reflect adversely upon or in any manner, at any time, injure the reputation of the business of the other in any community (online or offline).

Agent Obligations.

Agent agrees to do all of the following:

Prospect and sell the BPT Offerings to Prospective Clients and all Clients (new and existing).
Obtain and submit complete and accurate documentation, which is necessary for BPT to process and approve Clients’ credit applications, contracts and order forms.
Use reasonable efforts to promote renewal and upgrades of the BPT Offerings and manage the account relationship with Clients. Reasonable efforts shall be deemed to include, without limitation, actively engaging with BPT’s client advisor program, collaborating with BPT to upsell and cross-sell, and consistently utilizing BPT’s platform (including, but not limited to, “The Signal” and the Business Tools).
Repay any advance(s) or Supplier chargebacks to BPT on such terms and conditions as may be mutually agreed upon by Agent and BPT. Absent any such mutual agreement, Agent authorizes BPT to offset such advance(s) or supplier chargebacks from Commissions that may be due and payable to Agent hereunder.
Provide BPT with each Client’s contact information and timely notify BPT of any changes or updates to such contact information.
Acknowledge and understand that the BPT Offerings are governed by the Supplier Agreements and, in order to protect BPT from breaching any Supplier Agreements, Agent agrees that BPT shall have the right to (i) require Agent to modify, stop or perform specific actions to ensure compliance with a particular Supplier Agreement, and/or (ii) require Agent to modify the Agreement to implement any term or provision required by a particular Supplier Agreement.
Ensure that all marketing communications, including telemarketing or e-mails sent by Agent in the performance of Agent’s services hereunder strictly comply with applicable laws and regulations including, without limitation, the Federal CAN-SPAM Act, the Telephone Consumer Protection Act, or any other applicable regulation.
Adhere to all BPT policies (the “BPT Policies”), which may be updated from time to time, and communicated or made available to Agent in connection with its performance of the Agreement and the services thereunder, including compliance with the below:

BPT’s Anti-Bribery and Corruption Policy, as may be updated from time to time (the “Anti-Bribery and Corruption Policy” as set forth on “The Signal”);
BPT’s Code of Conduct (the “Code of Conduct” set forth on “The Signal”);
BPT’s Acceptable Use Policy (the “AUP” set forth on [The Signal]);

Complete in a timely manner, all training programs, modules, certifications or other requirements as may be reasonably required by BPT or Supplier from time to time, including initial onboarding, and any ongoing or updated training necessary to maintain compliance with BPT’s policies, Supplier’s policies, BPT Offerings, or applicable legal or regulatory requirements.
Comply with all applicable federal, state, local and international laws, regulations and ordinances in connection with its performance under the Agreement and the provision of its services.
Maintain all permits, licenses, or approvals necessary to perform its obligations under the Agreement.
Comply with any policies, agreements, or requirements related to the use of Business Tools.

BPT Obligations.

BPT agrees to do all of the following:

Provide Agent with the most current and accurate information regarding the BPT Offerings, including but not limited to, rates, commissions and products in a timely manner;
Pay Agent Commissions as provided in the Agreement;
Provide Agent with monthly Commission data as received from Supplier reports; and
Make available certain tools and sales aids to Agent pursuant to and in accordance with the terms of the Agreement;

Marketing.

Marketing Materials. Agent may create his or her own sales aids, presentations, advertising and promotional materials in connection with the sale of the BPT Offerings (“Marketing Materials”). All Marketing Materials created by Agent must clearly identify Agent as (i) the author of the Marketing Materials, and (ii) an independent contractor of BPT. In addition, Agent shall not: (i) publish or use any misleading or deceptive Marketing Materials; or (ii) make any statements, representations, guarantees, or warranties regarding the BPT Offerings that are inconsistent with those set forth in materials provided by BPT or Supplier. Any Marketing Materials utilizing Supplier’s or BPT’s name, logo, brand or graphics must be submitted to BPT for review and approval before use by Agent. Subject to the Confidentiality obligations of the Agreement, in the event Agent utilizes marketing and promotional materials provided by BPT or Supplier, Agent agrees not to alter or modify those materials.
Copyrights and Trademarks. BPT grants to Agent a limited, non-exclusive, revocable license to use BPT’s trademarks, service marks, trade names and copyrighted materials (“BPT Marks”). This limited license includes text, images, icons, graphics, and various other materials. BPT is the sole owner of the BPT Marks. Agent hereby agrees to use the BPT Marks only as expressly authorized by BPT and that any unauthorized use thereof will constitute a material breach of the Agreement. If Agent makes any copies of BPT Offerings, BPT sales and marketing materials, or the BPT Marks, Agent must not omit the copyright, trademark, service mark, or any other indicator of ownership on such materials. These symbols and marks must be visible on each and every copy made. Agent understands and acknowledges that unauthorized changes and modifications to BPT Offerings, BPT sales and marketing materials, and BPT Marks are strictly prohibited. All rights and licenses related to Agent’s use of the BPT Marks shall automatically terminate upon termination of the Agreement.

Limitation of Liability; Indemnity.

No Liability from Termination. Except as otherwise provided in this section, BPT shall in no way be liable to Agent for damages of any kind resulting from any termination of the Agreement permitted by the terms of the Agreement.
Indemnification. Agent agrees to defend, indemnify and hold harmless BPT, its officers, employees, agents and assigns, from and against any damages, claims or liabilities and expenses (including reasonable attorneys’ fees) arising from or relating to any third-party claims based upon: (i) Agent’s activities related to or in performance of Agent’s obligations under the Agreement; (ii) any negligent, reckless or intentionally wrongful act of Agent or Agent’s employees, contractors or agents, including claims by third parties related to infringement of any third-party intellectual property rights; (iii) breach by Agent or Agent’s employees, contractors or agents of any of the terms of the Agreement; or (iv) violation of or failure by Agent to comply with applicable laws, rules or regulations related to or in performance of Agent’s obligations under the Agreement. BPT shall have the right to offset any amounts owed by Agent to BPT pursuant to this provision against the amount of any Commissions owed to Agent to the fullest extent permitted by the Agreement and applicable law.

1. LIMITATION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BPT SHALL NOT BE LIABLE FOR, AND AGENT WAIVES ANY CLAIM FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST BUSINESS, AND LOST OPPORTUNITIES, HOWEVER CAUSED, ARISING OUT OF OR RELATING TO BPT’S PERFORMANCE, NON-PERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP OR OTHER MATTERS BETWEEN THE PARTIES, REGARDLESS OF WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY). FOR AVOIDANCE OF DOUBT, THE PRECEDING SENTENCE SHALL NOT APPLY TO COMPENSATION DUE OR TO BECOME DUE HEREUNDER. BPT’S TOTAL AGGREGATE LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF COMMISSIONS PAID TO AGENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

GENERAL PROVISIONS

Entire Agreement. The provisions of these Online Terms and the Agreement, including all attachments, exhibits, and addenda, if any, shall constitute the entire agreement between the Parties with regards to the subject matter hereof and supersede all prior, written or oral negotiations, representations or agreements. No modification or amendment to the Agreement (except modifications to the Online Terms in accordance with Section 7(e) below) shall be binding on either Party unless it is in writing and signed by the Party against whom enforcement is sought.
Severability. The provisions of the Agreement are severable, and if one or more provisions are judicially determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions or portions of the Agreement shall nevertheless be binding on and enforceable by and between the Parties hereto.
Assignment. BPT may assign the Agreement, in whole or in part, to any subsidiary, parent, or affiliated company, or to a successor company pursuant to any reorganization, recapitalization, or merger of its business, or to any successor pursuant to any sale or transfer of all or substantially all of its assets. Any other assignment by either Party without the prior written consent of the other Party (which consent shall not be unreasonably withheld or denied) shall be null and void.
Force Majeure. If, at any time while the Agreement is in effect, any statute, regulation, order, rule or mandate of any state or federal government authority or agency, act of war, act of God, pandemic or natural disaster materially or adversely affects the business or economic feasibility of BPT’s business or the BPT Offerings, the Parties shall in good faith attempt to negotiate any or all of the affected provisions of the Agreement (specifically including the Plan and Commissions payable to Agent thereunder), or in the absence of such renegotiation, BPT shall have the right to terminate its obligations under the Agreement with respect to the Supplier Agreements that are materially or adversely affected with no further liability or obligation to Agent. Notwithstanding the foregoing, BPT shall continue to pay Agent Commissions on payments received by BPT under any Supplier Agreements still in effect pursuant to the terms of the Agreement.
Order of Precedence. These Online Terms and any updates hereto govern the Agent’s relationship with BPT, except to the extent that the Agent and BPT have expressly modified the terms hereof in writing executed by the Parties. In the event of any conflict or inconsistency between these Online Terms and the Agreement, the terms of the Agreement shall control. BPT may modify these Online Terms from time to time by posting an updated version online. Such modifications will become effective upon posting unless otherwise stated.