Agency Portal
Terms of Service

Eligibility

Access to the Portal is limited to insurance agencies that have entered into an Agency Agreement with Bridgeline. Each Agency must designate authorized users who will access the Portal on its behalf.

Account Credentials

Bridgeline will provide Agency with access credentials for the Portal. Agency is responsible for maintaining the confidentiality and security of its account credentials and for all activity that occurs under its account. Agency shall not share access credentials with unauthorized persons.

Authorized Signatories and Delegated Signing Authority

As part of the onboarding process, Agency shall provide Bridgeline with a list of Authorized Signatories (as defined in the Agency Agreement) and shall promptly update such list through the Portal upon any change. Agency may designate account managers or other personnel as authorized users of the Portal with the ability to execute Premium Finance Agreements electronically on behalf of an Authorized Signatory. Agency is solely responsible for ensuring that each such account manager has been duly authorized by the applicable Authorized Signatory to execute Premium Finance Agreements on such Authorized Signatory's behalf. Bridgeline may rely on any execution by an account manager through the Portal as a valid execution by the applicable Authorized Signatory without further inquiry.

Notification of Compromise

Agency shall promptly notify Bridgeline of any suspected or actual unauthorized access to its account or any other breach of security.

Suspension and Revocation

Bridgeline may suspend or revoke Agency's access to the Portal at any time, in its sole discretion, including upon suspected breach of the Agency Agreement or these Terms.

Availability

Bridgeline may, in its sole discretion, provide prospective insurance agencies with access to a demonstration version of the Portal ("Demo Account") for the purpose of evaluating the Portal's functionality. Demo Accounts are provided on a temporary, limited basis and may be revoked by Bridgeline at any time without notice or cause.

Acceptance of Terms

By registering for or accessing a Demo Account, the prospective agency ("Demo User") agrees to be bound by these Terms to the same extent as an Agency with a fully executed Agency Agreement, except that (i) no Agency Agreement is required for Demo Account access, (ii) no Agency Compensation shall accrue or be payable in connection with any activity conducted through a Demo Account, and (iii) no Premium Finance Agreement submitted through a Demo Account shall be binding or effective.

Prohibited Activities

Demo Users shall not use a Demo Account to submit, process, or execute any actual Premium Finance Agreement. All applications submitted through a Demo Account are for demonstration and testing purposes only and shall have no legal effect.

Use of Real Client Information

Demo Users acknowledge that demonstration activities may involve the use of real carrier documents and client information. Demo Users shall comply with all applicable provisions of these Terms relating to data security (Section 6), confidentiality (Section 7), and applicable law, with respect to any personal or non-public information submitted through or accessed via a Demo Account. Demo Users shall implement and maintain reasonable safeguards to protect all such information.

Transition to Full Account

If a Demo User subsequently enters into an Agency Agreement with Bridgeline, the Demo Account shall be converted to a standard account. Any data submitted during the demo period shall be subject to Bridgeline's standard data handling practices.

No Representations

Demo Accounts are provided on an "as is" basis. Bridgeline makes no representations regarding the functionality, availability, or performance of the Portal as experienced through a Demo Account.

Permitted Use

Agency shall use the Portal solely for the purpose of submitting applications for Premium Financing Services in accordance with the Agency Agreement and these Terms.

Acceptable Use

Agency shall comply with all posted security requirements and acceptable use policies. Agency shall not: (i) use the Portal for any unlawful purpose or in violation of any applicable law; (ii) attempt to gain unauthorized access to the Portal or its underlying systems; (iii) interfere with or disrupt the Portal or its security features; (iv) use any automated means (including bots, scrapers, or spiders) to access the Portal; (v) reverse engineer, decompile, or disassemble any aspect of the Portal; or (vi) transmit any malicious code, virus, or harmful component through the Portal.

Compliance

Agency shall comply with all applicable federal, state, and local laws in connection with its use of the Portal.

Submission of Policy Binders

Consistent with industry practice, Bridgeline may accept Premium Finance Agreements based on insurance quotes or preliminary documentation that does not include policy numbers. In such cases, Agency shall provide such binder documents to Bridgeline within five (5) business days after the date the Premium Finance Agreement executed by both the Insured (or by Agency on Insured's behalf) and Agency is received by Bridgeline.

Disbursement

Subject to applicable law, Bridgeline shall disburse the gross premium to Agency within five (5) business days after receiving the executed Premium Finance Agreement.

Accuracy of Information; Attestation

Agency represents, warrants, and covenants that all information, documents, and other materials submitted through the Portal by or on behalf of Agency, its employees, its representatives, or any Insured in connection with the Agency Agreement or any Premium Finance Agreement are and will be true, complete, accurate, and authentic. These representations are continuing and shall be deemed remade upon each submission of an application or Premium Finance Agreement through the Portal. Bridgeline may rely on all such information without independent verification. Agency acknowledges that it will be required to provide an attestation confirming the accuracy of information at the time of each application submission through the Portal.

Disputes

Agency must notify Bridgeline in writing of any dispute regarding Agency Compensation within thirty (30) days after the applicable information is made available to Agency. Failure to timely dispute constitutes waiver. For the avoidance of doubt, Agency is not entitled to profit sharing or any financial compensation other than the Agency Compensation expressly stated in the Agency Agreement.

Books and Records; Audit

Agency shall maintain complete and accurate books and records relating to applications submitted, disclosures, authorizations, payments received on Bridgeline's behalf, and matters relevant to Agency Compensation for at least four (4) years. Bridgeline or its designee may audit such records upon reasonable notice during normal business hours.

Safeguards

Agency shall implement and maintain reasonable administrative, physical, and technical safeguards to protect non-public personal information of Insureds and other individuals whose information is submitted through or obtained in connection with the Portal.

Breach Notification

Agency shall promptly notify Bridgeline of any actual or suspected data breach affecting non-public personal information submitted through or obtained in connection with the Portal.

Compliance

Agency shall comply with all applicable federal, state, and local laws regarding the protection of personal information, including applicable data breach notification laws.

Definition

"Confidential Information" means proprietary information, technical data, trade secrets, or know-how, including research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, marketing, finances, or other business information of Bridgeline or its subsidiaries and affiliates disclosed by Bridgeline either directly or indirectly in writing, orally, or by drawings or inspection of tangible objects, or to which Agency otherwise has access or obtains in connection with the Portal or the Agency Agreement (including any such information relating to Bridgeline's business partners and customers). Confidential Information shall not include information that Agency can demonstrate by written records: (i) was already known to Agency without an obligation of confidentiality at the time of disclosure; (ii) has become publicly known through no wrongful act of Agency; (iii) has been rightfully received by Agency from a third party authorized to make such disclosure without restriction; or (iv) was independently developed by Agency without use of or reference to the Confidential Information.

Non-Use and Non-Disclosure

Agency will not, during or subsequent to the term of the Agency Agreement, use Bridgeline's Confidential Information for any purpose other than the performance of its obligations under the Agency Agreement and will not disclose Bridgeline's Confidential Information to any third party other than as required in performance of its duties under the Agency Agreement, except to the extent disclosure is required by applicable law or court order, provided that Agency gives prompt notice to Bridgeline and cooperates in efforts by Bridgeline to seek protective treatment. In no event shall Agency use Bridgeline's Confidential Information to the detriment of Bridgeline or in competition with Bridgeline. Confidential Information shall remain the sole property of Bridgeline. Agency agrees to take all reasonable precautions to prevent unauthorized disclosure of Confidential Information.

Third Party Confidential Information

Agency recognizes that Bridgeline has received and will receive from third parties their confidential or proprietary information subject to a duty on Bridgeline's part to maintain its confidentiality. Agency agrees to hold all such information in the strictest confidence and not to disclose it to any person or to use it except as necessary in carrying out its duties under the Agency Agreement consistent with Bridgeline's agreement with such third party.

Return or Destruction of Materials

Upon termination of the Agency Agreement, or upon Bridgeline's earlier request, Agency will deliver to Bridgeline or destroy all of Bridgeline's property or Confidential Information in Agency's possession or control. If Agency destroys the Confidential Information, Agency shall certify such destruction to Bridgeline.

Agency agrees that its obligations under these Terms are necessary and reasonable to protect Bridgeline and its business, and that monetary damages would be inadequate to compensate Bridgeline for any breach by Agency of its confidentiality obligations. Accordingly, Agency agrees that any such actual or threatened breach will cause irreparable injury to Bridgeline and that, in addition to any other remedies available at law, in equity, or otherwise, Bridgeline shall be entitled to obtain injunctive relief without the necessity of proving actual damages or posting bond or other security.

Ownership

The Portal, including all software, content, designs, features, and functionality, is and shall remain the exclusive property of Bridgeline and its licensors. Nothing in these Terms grants Agency any ownership interest in the Portal or any intellectual property rights therein.

No Trademark License

Bridgeline does not grant Agency permission or license to use its trademark, trade name, logo, or any other identifying marks. Agency shall not publish or cause to be published or circulated any advertisement or marketing materials referring to Bridgeline without first obtaining Bridgeline's written consent.

Publicity; Marketing

Agency shall not issue any press release or public announcement, or use Bridgeline's name, trademarks, or logos, without Bridgeline's prior written approval. All marketing materials referencing Bridgeline require Bridgeline's prior written approval.

Bridgeline shall indemnify Agency solely for direct losses finally awarded against Agency arising from Bridgeline's gross negligence or willful misconduct in its performance of the Agency Agreement. In no event shall Bridgeline be liable for incidental, indirect, special, punitive, or consequential damages, or for amounts in excess of the Agency Compensation paid to Agency in the twelve (12) months preceding the event giving rise to the claim.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BRIDGELINE BE LIABLE TO AGENCY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO AGENCY'S USE OF THE PORTAL, REGARDLESS OF THE THEORY OF LIABILITY. BRIDGELINE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR AGENCY'S USE OF THE PORTAL SHALL NOT EXCEED THE AGENCY COMPENSATION PAID TO AGENCY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

As-Is Basis

THE PORTAL IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BRIDGELINE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

No Guarantee of Availability

Bridgeline does not warrant that the Portal will be uninterrupted, error-free, or free of harmful components. Bridgeline may modify, suspend, or discontinue the Portal or any feature thereof at any time without notice.

No Obligation to Approve

Nothing in these Terms obligates Bridgeline to approve any application or Insured for Premium Financing Services.

Agency is solely responsible for all expenses it incurs in its operations and business with Bridgeline. Agency acknowledges that, as an independent contractor, Agency is responsible for all sums due to any taxing authority, including taxes based on sums paid to Agency by Bridgeline under the Agency Agreement.

Notices and all other communications under these Terms or the Agency Agreement shall be in writing (email acceptable) and shall be deemed duly given when personally delivered, when sent via email without notice of non-delivery, when delivered by national overnight delivery service with delivery confirmation, or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to Bridgeline at its principal place of business or to Agency as indicated on the signature page of the Agency Agreement. Either party may furnish a change of address in writing, except that notices of changes of address shall be effective only upon receipt.

Agency's rights and obligations under these Terms may not be assigned or transferred without the prior written consent of Bridgeline, and any change of control of Agency shall be deemed an assignment requiring such consent. Bridgeline may assign these Terms and its rights hereunder, including to its affiliates, funding sources, or any successor to its business or assets.

Bridgeline reserves the right to update, modify, or replace these Terms at any time by posting revised Terms on the Portal. Material changes will be identified by updating the "Last Updated" date at the top of these Terms and, where practicable, by providing notice via the Portal or email to Agency's address on file. Agency's continued use of the Portal after the effective date of any revised Terms constitutes acceptance of such revised Terms. If Agency does not agree to the revised Terms, Agency must cease using the Portal and notify Bridgeline.

Maintenance

Bridgeline may perform scheduled and unscheduled maintenance on the Portal, which may result in temporary unavailability. Bridgeline will use commercially reasonable efforts to provide advance notice of scheduled maintenance.

No SLA

Unless otherwise agreed in writing, Bridgeline does not guarantee any specific level of uptime or availability for the Portal.

Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms (other than payment obligations) to the extent such failure or delay results from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, power outages, internet or telecommunications failures, or cyberattacks.

For purposes of the Agency Agreement and these Terms:

"Sanctioned Person" means any person (i) located in, organized under the laws of, or ordinarily resident in a Sanctioned Jurisdiction; (ii) identified on any sanctions-related list maintained by the United States government or any agency thereof, including, without limitation, the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of the Treasury and its Office of Foreign Assets Control, and the U.S. Customs and Border Protection agency; or (iii) owned fifty percent (50%) or more, in the aggregate, directly or indirectly by, controlled by, or acting for, on behalf of, or at the direction of, one or more persons described in the preceding clauses (i) and (ii).

"Sanctioned Jurisdiction" means, at any time, a country, area, territory, or jurisdiction that is the subject or target of comprehensive U.S. sanctions.

Construction

Unless the context clearly indicates to the contrary, (i) "and" and "or" are each used both conjunctively and disjunctively; (ii) "includes" and "including" are each "without limitation"; (iii) "herein," "hereof," "hereunder" and other similar compounds of the word "here" refer to these Terms; and (iv) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the entities or persons referred to may require.

Severability

If any provision of these Terms is found to be void, invalid, or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of the remainder of these Terms.

Governing Law

These Terms shall be governed by the laws of the State of Texas, without reference to its conflicts of laws provisions. Any dispute arising in connection with these Terms shall be subject to the dispute resolution provisions of the Agency Agreement.

Conflict with Agency Agreement

In the event of a conflict between these Terms and the Agency Agreement, the Agency Agreement shall control.

Contact Information

For questions about these Terms or the Portal, contact Bridgeline at: support@bridgelinepf.com or Bridgeline Premium Finance, PO Box 55306, Houston, TX 77255.