W.A. LLC Terms & Conditions

The Terms of Service detailed explain the utilization of the websites, services, add-ons, plugins or any content or data or documentation given by Wholesalers Advantage, LLC. (“we”, “our”, or “us”), and collectively referred to as “Services”.

These Terms act as an agreement among you, the user, and us concern any Services you agree and consent to use (e.g. all services distinguished as a component of your sign-up process or other acknowledgment of these Terms) or in any case utilize that are administered by these Terms. You, the human individual, are exclusively limited by these Terms, regardless of whether your organization has a different agreement with us. The terms “you” and “your” allude to an individual user and/or the organization that you are a part of.

By engaging with and accessing the sites or enrolling with or utilizing the services, you: (1) confirm that you are authorized to enter into this agreement, (2) confirm that you understood and agree to abide by these Terms; and (3) are agreeing that these terms govern the relationship between you and us.

TERMS OF USE

The terms of use of the Wholesalers Advantage, LLC., (“WA Service”) as well as any subscription or other service agreement with WA Service automatically includes but is not limited to the most recent updated terms and conditions of this Use Agreement regardless of when you first used or subscribed to the WA Services. WA Service has the right to change the terms and conditions of this Use Agreement at any time without giving notice to you. You may always view the most recent updated terms and conditions at  https://wholesalersadvantage.com   You acknowledge and understand that you are using or subscribing to the WA Service to facilitate the delivery of our services from national insurance and financial Providers and that such services are provided at the sole discretion Providers; WA Service is a wholesaler of insurance and financial services; therefore Property & Casualty / Life & Health Insurance Licenses, Error & Omissions / General Liability coverages may be required by Providers. ​

PRIVACY AND SECURITY; DISCLOSURE

Wholesalers Advantage’s Notice of Privacy Practices may be viewed at https://wholesalersadvantage.com

Terms and conditions are subject to change. Please contact [email protected] if you have further questions about the affiliation agreement between both parties, Wholesalers Advantage and the Providers.

Because the Provider is a hosted, online application, they occasionally may need to notify all users of the Provider (whether or not they have opted out of email communications) of important announcements regarding the operation of the Provider. Additionally, you acknowledge and agree that Provider may share your personal information on a limited basis with developers and related information technology personnel authorized by Provider to monitor the performance of, or to improve, the Provider including, but not limited to, Provider’s mobile application.

COOKIES POLICY

When you use or access the Wholesalers Advantage portal https://wholesalersadvantage.com , we may place cookies in your web browser. Cookies are small pieces of text sent by your web browser by a website you visit. Cookies can be “persistent” or “session” cookies. We uses both types of cookies for purposes such as: to enable certain functions of the Provider; to provide analytics; and to store your preferences. We may also use essential cookies to authenticate users and prevent fraudulent use of user accounts. In addition to Provider’s own cookies, they may use third-party cookies to help in reporting usage statistics of the Providers, deliver advertisements to you on and through the Provider, and so on. If you would like to delete cookies or instruct your web browser to delete or refuse cookies, visit the help page of your web browser where you can take the steps necessary to do so. Please note, however, that if you delete cookies or refuse to accept them, you might not be able to use all of the features they offer, you might not be able to store your preferences, and some of our pages might not display properly. ​

GRANT AND RESTRICTIONS 

You may not access the WA Service if you are a direct competitor of Wholesalers Advantage, except with prior written consent. In addition, you may not access the WA Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the WA Service or its content in any way; (ii) modify or make derivative works based upon the WA Service or its content; (iii) publicly display visual output of the WA Service; (iv) transmit the WA Service over a network, by telephone, or electronically using any means; (v) create Internet “links” to the WA Service where prohibited or “frame” or “mirror” any of its content on any other server or wireless or Internet-based device; or (vi) reverse engineer or access the WA Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, or graphics of the WA Service, or (c) copy any ideas, features, functions, or graphics of the WA Service.

You may use the WA Service only for your purposes and shall not: (i) send or transmit spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send, transmit, or post a message or any information under a false name; (iii) send, transmit, post, or store infringing, obscene, threatening, libelous, defamatory, fraudulent, false, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights or the ownership or intellectual property rights of another person; (iv) send, transmit, or store material containing software viruses, worms, Trojan horses, or other harmful computer codes, files, scripts, agents, or programs; (v) interfere with or disrupt the integrity or performance of the WA Service or the data contained therein; or (vi) attempt to gain unauthorized access to the WA Service or its related systems or networks. You should not use the WA Service in a way that could cause damage or adversely affect any other customers of Wholesalers Advantage or our reputation, networks, property, services, or affiliates. You agree to keep confidential and use commercially reasonable efforts to prevent and protect the content of the WA Service from unauthorized disclosure or use.​

YOUR RESPONSIBILITIES

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national, and laws, treaties, and regulations in connection with your use of the WA Service, including those related to data privacy, communications, and the transmission of technical or personal data. You shall: (i) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of content of the WA Service that is known or suspected by you or your Users; and (iii) not impersonate another Wholesaler Advantage user or provide false identity information to gain access to or use of the WA Service. ​

INTELLECTUAL PROPERTY OWNERSHIP

Wholesalers Advantage shall own its Intellectual Property Rights in and to Wholesalers Advantage’s technology including its name, system, dashboard, logos, trademarks, and website. All Wholesalers Advantage’s or affiliate names, logos, and product names associated with the WA Service are trademarks of Wholesalers Advantage or the affiliate (as applicable), and no right or license is granted to use them. ​​

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the legal power and authority to enter into this Use Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the WA Service.

INDEMNIFICATION

You agree to indemnify, defend, and hold Wholesalers Advantage (including the WA Service), its Providers, subsidiaries, affiliates, parent companies, employees, subcontractors, agents, vendors, suppliers, and licensors harmless from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, suits, fees (including attorneys’ fees and expert fees), and costs of any kind whatsoever arising directly or indirectly out of or in connection with (1) your use of and subscription to the WA Service and any information (including the content and subject matter) you submit, post, transmit, or make available via the WA Service or the Providers; (2) your violation of this Use Agreement or any policy set forth in this Use Agreement; and (3) your violation of any applicable laws and regulations or rights of any third party. ​

DISCLAIMER OF WARRANTIES, ASSUMPTION OF RISK AND FUNCTIONALITY

(A) WHOLESALERS ADVANTAGE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PROVIDE’S SERVICE OR ITS CONTENT.

(B) WHOLESALERS ADVANTAGE DO NOT REPRESENTS OR WARRANTS THAT:

  1. THE USE OF OR SUBSCRIPTION TO THE PROVIDER WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA;
  2. THE PROVIDER WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
  3. ANY STORED DATA WILL BE ACCURATE OR RELIABLE;
  4. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PROVIDER WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
  5. ERRORS OR DEFECTS WILL BE CORRECTED; OR
  6. THE PROVIDER OR THE SERVER(S) THAT MAKES THE PROVIDER SERVICE AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

(C) WHOLESALERS ADVANTAGE DOES NOT AUTHORIZE ANY THIRD PARTY TO MAKE ANY OF THE FOREGOING REPRESENTATIONS OR WARRANTIES ON ITS BEHALF. (D) THE WA SERVICE AND ALL OF ITS CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS.

(E) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHOLESALERS ADVANTAGE AND ITS PROVIDERS HEREBY DISCLAIM ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

(F) THE USE OF THE PROVIDER SERVICE OR ANY PORTION OF THE PROVIDER SERVICE IS STRICTLY AT YOUR SOLE RISK. YOU HEREBY RELEASE WHOLESALERS ADVANTAGE FROM ALL CLAIMS WHICH MAY RESULT FROM THE USE OF THE PROVIDER SERVICE OR ANY PORTION OF THE PROVIDER SERVICE, OR THE NEGLIGENCE OF PROVIDERS, BUT THIS PROVISION EXPRESSLY DOES NOT INCLUDE ANY GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.

YOU UNDERSTAND THAT BY AGREEING TO THIS CLAUSE, YOU ARE RELEASING CLAIMS AND GIVING UP SUBSTANTIAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN CERTAIN INSTANCES.

RESELLERS/AFFILIATES

1. Wholesale Pricing:

Wholesalers Advantage will provide wholesale pricing to its Reseller Partners (“Members, Brokers, GAs, MGAs, and or IMOs”). Wholesale pricing will be established by WA Service. Wholesalers Advantage will receive agreed Fees/Commissions per contract, policy, membership, and or service when sold by Reseller Partner.

2. Force Majeure:

Wholesalers Advantage will not be held liable for failure to fulfill their obligations hereunder if such failure is due to a Force Majeure Event. A “Force Majeure Event” means, but is not limited

to, an act of war; domestic and/or international terrorism; civil riots or rebellions; quarantines, embargoes and other similar unusual governmental actions; pandemics, epidemics, local disease outbreaks, public health emergencies; or extraordinary elements of nature or acts of God; provided that such Force Majeure Event is beyond the excused Party’s reasonable control, occurs without the excused Party’s fault or negligence, is not caused directly or indirectly by the excused Party and could not have been prevented or avoided by the excused Party’s reasonable diligence.​

INTERNET DELAYS

THE WA SERVICE DASHBOARD MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WHOLESALERS ADVANTAGE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

LIMITATION ON LIABILITY

(A) NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL WHOLESALERS ADVANTAGE (INCLUDING THE WA SERVICE), ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, EMPLOYEES, SUBCONTRACTORS, AGENTS, VENDORS, SUPPLIERS, AND LICENSORS BE LIABLE: ​ (1)     IN ANY WAY FOR YOUR USE OF OR SUBSCRIPTION TO THE WA SERVICE OR ANY OF ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, ERRORS OR OMISSIONS IN ANY CONTENT, INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR SUBSCRIPTION TO THE SM SERVICE; OR ​

(2)     FOR ANY DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER, ARISING FROM OR IN CONNECTION WITH THE SM SERVICE, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE, OR OTHERWISE RESULTING FROM YOUR USE OF THE WA SERVICE.

(B) YOU HEREBY RELEASE WHOLESALERS ADVANTAGE (INCLUDING THE WA SERVICE), ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, EMPLOYEES, PROVIDERS, SUBCONTRACTORS, AGENTS, VENDORS, SUPPLIERS, AND LICENSORS AND HOLD THEM HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF ANY AND EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, RESULTING FROM YOUR USE OF OR ACCESS OR SUBSCRIPTION TO THE WA SERVICE OR THE NEGLIGENCE OF WHOLESALERS ADVANTAGE (INCLUDING THE WA SERVICE), ITS SUBSIDIARIES, AFFILIATES, PROVIDERS, PARENT COMPANIES, EMPLOYEES, SUBCONTRACTORS, AGENTS, VENDORS, SUPPLIERS, AND LICENSORS TO THE EXTENT ALLOWED BY LAW. THIS PROVISION EXPRESSLY DOES NOT INCLUDE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.   ​

​NOTICE

Except as this Use Agreement specifically provides otherwise, you must provide us notice by contacting Wholesalers Advantage, LLC., at its registered address: 1201 S Main Street Ste 204, Boerne, TX., 78006 or via email: [email protected]

ASSIGNMENT; CHANGE IN CONTROL

This Use Agreement may not be assigned by you without the prior written approval of Wholesalers Advantage but may be assigned without your consent by Wholesalers Advantage to (i) a parent or subsidiary, (ii) an acquirer of assets or stock, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. ​

DISPUTE RESOLUTION AND ARBITRATION

In those rare instances where your concern is not resolved to your satisfaction through calls to our customer care, you and us each agree to try to resolve those disputes in good faith after you provide written notice of the dispute as set forth below. If the dispute is not resolved, you and us agree that the dispute will be resolved through individual binding arbitration or small claims court, instead of courts of general jurisdiction.

Mandatory Arbitration and Waiver of Class Action. Instead of suing in court, you and Wholesalers Advantage agree to arbitrate all Disputes (as defined below) on an individual, non- representative, basis. You agree that, by accepting the terms and conditions of this Use Agreement, you and Wholesalers Advantage are waiving the right to a trial by jury or to participate in a class action or representative action. This agreement to arbitrate is intended to be broadly interpreted.

In arbitration, there is no judge or jury. Disputes are instead decided by a neutral third-party arbitrator in a more informal process than in court. In arbitration, there is limited discovery and the arbitrator’s decision is subject to limited review by courts. However, just as a court would, the arbitrator must honor the terms and conditions of the Use Agreement and can award damages and relief, including any attorneys’ fees authorized by law.

“Disputes” shall include, but are not limited to, any claims or controversies against each other related in any way to or arising out of in any way the WA Service or this Use Agreement, including, but not limited to, billing services and practices, policies, contract practices (including enforceability), service claims, privacy, or advertising, even if the claim arises after use of or access or subscription to the WA Service has terminated. Disputes also include, but are not

limited to, claims that: (a) you or an authorized or unauthorized user of the WA Service brings against Wholesalers Advantage (including the WA Service), its subsidiaries, affiliates, parent companies, employees, subcontractors, agents, vendors, suppliers, providers, or licensors; (b) you bring against a third party, such as a the Provider, that are based on, relate to, or arise out of in any way the use of or access or subscription to the WA Service or this Use Agreement; or (c) Wholesalers Advantage brings against you. Disputes also include, but are not limited to, (i) claims in any way related to or arising out of any aspect of the relationship between you and Wholesalers Advantage, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (ii) claims that arose before this Use Agreement or out of a prior Use Agreement with Wholesalers Advantage ; (iii) claims that are subject to on- going litigation where you are not a party or class member; and/or (iv) claims that arise after the termination of your use of or access or subscription to the WA Service or this Use Agreement.

DISPUTE NOTICE AND DISPUTE RESOLUTION PERIOD

Before initiating arbitration or a small claims matter, you and Wholesalers Advantage each agree to first provide to the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute to Wholesalers Advantage should be sent to Wholesalers Advantage, 1201 S Main Street Ste 204, Boerne, TX., 78006, Attn: Officers. Wholesalers Advantage will provide a Notice of Dispute to you at your last known physical address or email address. Wholesalers Advantage will assign a representative to work with you and try to resolve your Dispute to your satisfaction. You and Wholesalers Advantage agree to make attempts to resolve the Dispute prior to commencing an arbitration or small claims action. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or Wholesalers Advantage may commence an arbitration proceeding or small claims action. We may resolve Disputes in small claims court in Kendall County, Texas (or such other location to which Wholesalers Advantage agrees).

Terms and conditions are subject to change. Please contact [email protected] if you have further questions.

(EFFECTIVE AND REVISED 11/04/2024)