InsuraGuest Risk Purchasing Group
THIS RISK PURCHASING GROUP MEMBERSHIP AGREEMENT (“AGREEMENT”) GOVERNS YOUR MEMBERSHIP, AS DEFINED HEREIN, IN INSURAGUEST RISK PURCHASING GROUP, LLC.
INSURAGUEST RISK PURCHASING GROUP, LLC IS WILLING TO ACCEPT YOU AS A MEMBER OF THE RISK PURHASING GROUP SO YOU CAN UTILIZE THE BENEFITS OF MEMBERSHIP ONLY UPON THE CONDITION THAT YOU (THE “APPLICANT”) ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY THE SAME. PLEASE READ THE TERMS CAREFULLY. BY ACCEPTING THE TERMS HEREIN YOU AGREE WITH THESE TERMS AND CONDITIONS. YOU MAY ENTER INTO THIS AGREEMENT AS AN INDIVIDUAL PERSON OR IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION OR ENTITY TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION OR ENTITY, THEN INSURAGUEST RISK PURCHASING GROUP IS UNWILLING TO GRANT YOU MEMBERSHIP. INSURAGUEST RISK PURCHASING GROUP MAY MODIFY THIS AGREEMENT FROM TIME TO TIME AS SET FORTH BELOW.
By clicking on the “I agree” (or similar button or checkbox) that is presented to you, you indicate your assent to be bound by the terms of this Agreement. If you do not agree to this Agreement, do not use click that button or checkbox.
- Introduction. This risk purchasing group membership Agreement (hereafter “Agreement”) is made and entered into by and between InsuraGuest Risk Purchasing Group, LLC, a Nevada limited liability company (hereafter “Risk Purchasing Group”) and the Applicant listed below executing this Agreement (hereafter “Applicant”). Risk Purchasing Group and Applicant are referred to as “Parties” or individually “Party” in this Agreement.
In consideration of the premises, recitals, covenants, and agreements of the Parties to this Agreement, for good consideration and the mutual benefits to be derived here, the Parties agree as follows:
- As indicated and relied upon in this Agreement, both federal and Nevada state law allow for the formation and operation of a liability risk purchasing group. This Risk Purchasing Group is formed and operated pursuant to both of these sets of laws.
- Members of this Risk Purchasing Group are those entities and businesses that are in the same or similar business and wish to buy liability insurance and other business offerings on a group basis. Members of this Risk Purchasing Group, once accepted for membership, are eligible to participate in the Risk Purchasing Group’s offerings, but are not owners of the purchasing group. Members of this Risk Purchasing Group join for the mutual benefit of group purchasing of liability insurance and other business offerings.
- The Applicant has determined, to its sole satisfaction, that it is in its interest to join and participate in this Risk Purchasing Group.
- Membership is required for the Applicant to enjoy benefits, but membership alone does not confer a promise of any particular benefit that requires separate qualification, such as insurance.
- All Parties have agreed it is in their best interest to participate in this purchasing group.
- Membership Terms & Conditions.
Upon acceptance into membership by the Risk Purchasing Group, Applicant agrees to accept, abide by, and be bound by the terms and conditions of membership described in this Agreement, including all exhibits and attachments to this Agreement.
- Membership Benefits and Purposes.
- The Risk Purchasing Group’s purpose is to provide its members with services, including group purchasing of insurance and other related services to achieve economies of scale and preferential group buying advantages for its members.
- The benefits and services provided by the Risk Purchasing Group are exclusively for its accepted members and include insurance and risk management related programs that will be underwritten by unrelated insurance company or companies, and in the instance of related risk management services, may be provided by the Risk Purchasing Group, related or affiliated entities, and may also be provided by unrelated entities.
- Administrator Appointment and Compensation for the Risk Purchasing Group.
- This liability risk purchasing group is administered by InsuraGuest Risk Purchasing Group, LLC (hereafter “Administrator”). InsuraGuest Risk Purchasing Group, LLC, is owned by InsuraGuest, Inc., a Utah corporation. Acceptance of the Applicant into membership into this Risk Purchasing Group confers no ownership rights whatsoever by the Applicant of any part of InsuraGuest Risk Purchasing Group, its owner, nor any affiliate.
- By this Agreement, the Applicant and the Risk Purchasing Group mutually agree that the Administrator of this risk purchasing group has all requisite authority granted by all Parties to administer this risk purchasing group, including but not limited to negotiating and selecting group purchasing offerings, including liability insurance for its members. The Applicant recognizes and agrees that the Risk Purchasing Group shall be paid fees from its members for services selected for the members, including this Applicant, in an amount determined by the Risk Purchasing Group. All Parties agree the Risk Purchasing Group may also be paid by businesses providing products and services to the members, including administrative and management charges, fees, profit sharing, low/no claims and other bonuses and commissions.
- Applicant Approval of Risk Purchasing Group Administrator. The Applicant fully and completely releases the Risk Purchasing Group from any and all claims, demands, liabilities, costs and expenses (including but not limited to attorney’s fees) or any claim, suit, and/or demand whatsoever related to or arising out of the services selected by the Administrator of the Risk Purchasing Group as a member benefit. These may include, but are not limited to the choice of insurer, coverage form (including any coverage limitations and or exceptions), limits, retentions, and related member-benefit service offerings.
- Risk Purchasing Group is a liability risk retention group as defined, formed, and operated pursuant to the Federal Liability Risk Retention Act of 1986 (as amended) 15 U.S.C. §3901 et. Seq. and Nevada Revised Statutes 695E.120 to .135, to purchase liability insurance on a group basis for its members to cover similar or related liabilities to which the members, including the Applicant of this Risk Purchasing Group are potentially liable due to the members’ related, similar, or common business. The Risk Purchasing Group was formed for the purpose of the group purchase of liability insurance and related services for its members.
- Applicant makes this application to become a member of this group for the purposes of joining together with other, similar entities for the benefits of membership in the Risk Purchasing Group and has submitted a completed application for membership. Applicant specifically warrants their understanding that membership in the Risk Purchasing Group is not a promise or guarantee that the purchasing group’s insurance company will offer insurance to the Applicant.
- Applicant acknowledges that by becoming a member of this purchasing group, there is no ownership interest in the Risk Purchasing Group, nor expectation of any earning, refund, profit or bonus sharing or other financial gain expectation. Applicant specifically acknowledges that though the Risk Purchasing Group is a limited liability company, Applicant shall have no ownership interest as a voting or equity member of that limited liability company, nor shall the Applicant have any right act as or appoint management of that limited liability company. Applicant further acknowledges that this any interest or rights it has under the terms of this Agrement is not a security as defined under any applicable state or federal laws.
- Applicant understands and acknowledges that no member of the Risk Purchasing Group, including Applicant shall have any right or ability to any information about other members in terms of their identity, service offering selections, premiums, fees, commissions, or any other funds paid. Similarly, Applicant understands and acknowledges that it shall have no right to any information from the Risk Purchasing Group as to any compensation earned by the purchasing group, including fees paid by other members or any other compensation.
- Applicant’s Membership Rights, Responsibilities, Obligations, and Onboarding Data Requirements.
- Applicant shall have the right as a member of the Risk Purchasing Group to apply for, and if offered may purchase, insurance and any other service or offering of the purchasing group. Applicant shall have no other rights with respect to this purchasing group, other than applying for, and if offered, purchase services approved by the Administrator. Applicant shall have no rights to inspect any corporate documents of the Risk Purchasing Group, nor vote on or in any way participate in the management of the Risk Purchasing Group, nor selection or approval of the Administrator.
- The Applicant has a continuing duty and obligation to supply any information requested by the Administrator of the Risk Purchasing Group for purposes to determine membership eligibility and payment of selected insurance coverage and any other service or offering provided by the Risk Purchasing Group. The Administrator, in its sole determination will ascertain what information is required for membership.
- The Applicant, as a condition of membership, must in good faith comply with any recommendation and requirement to use loss control, safety, risk management, best practices, or any other business practice that the Administrator, in its sole determination, determines is required to be complied with for acceptance and continued membership in the Risk Purchasing Group. Applicant shall grant reasonable timely access to all records, including loss and claims information, and shall in good faith cooperate fully with the Administrator.
- Termination of Membership.
- Applicant’s membership in the Risk Purchasing Group shall not commence until approval by the Administrator.
- Membership shall automatically renew for annual membership unless the Applicant has notified the Administrator of the Applicant’s intent to terminate its annual membership by notifying the Administrator in writing at least ninety (90) days prior to the end of the term. Termination by the Applicant is not effective until receipt of notice by the Administrator and does not relieve the Applicant from any obligation to the Risk Purchasing Group, its insurer(s), and any related service or other offering until the term of the service is concluded.
- Applicant’s membership shall terminate upon the occurrence of any of the following events, in the sole determination of the Administrator, without further notice: (a) Applicant’s failure, after notice, to pay due any obligation arising out of membership in the Risk Purchasing Group; (b) any other fees and/or taxes due arising out of or in any way related to membership in the Risk Purchasing Group after notification to the Applicant; (c) written notice given by the Risk Purchasing Group to the Applicant for any reason whatsoever that the Administrator may, in the sole determination, decide; and (d) the expiration of any insurance coverage under the Risk Purchasing Group plan.
- Premiums, payments, commissions, and fees.
- As consideration for membership in this Risk Purchasing Group, the Applicant shall pay all premiums and fees due listed in the Fee Schedule linked to this Agreement. These include all of the following: (a) insurance premium charges; (b) purchasing group service fee; (c) Administrator fee; and (d) all taxes. Any amount due as notified by the Risk Purchasing Group shall be in the sole discretion and determination of the Administrator, without requirement to disclose the method by which any premium, payment, commission, and/or fee is computed or otherwise determined. Applicant shall be responsible for any hardware or software charges or fees associated with any insurance product used by Applicant as a member of the Risk Purchasing Group.
- Noted above, the Administrator may assess a fee for administrative support and management services provided to the purchasing group.
- Any fee, payment, and/or commission is an earned and nonrefundable administrative support and management services charge and not an insurance sales commission, and shall not be deposited into any insurance premium trust account or otherwise segregated or earmarked for the Applicant and may be used by the Risk Purchasing Group in its sole and unfettered discretion without notice to the Applicant.
- Applicant specifically agrees that any payment, fee, or commission, other than liability insurance premium, is fully earned, nonrefundable, and property of the Risk Purchasing Group to fund its management and administration.
- Applicant specifically agrees, other than insurance premium payments to the Risk Purchasing Group, any other fee, payment, and/or commission is not in exchange for any insurance policy or contract of insurance directly related service, such as issuing certificates of insurance or policy declaration pages.
- Applicant specifically agrees any Risk Purchasing Group payment, commission, or fee, other than for liability insurance premium, does not constitute compensation to an insurance agent or broker.
- The Administrator for the Risk Purchasing Group may modify the amount of any payment, commission, or fee from time-to-time with notice to the Applicant of any change.
- The Applicant understands and approves that it will receive a combined invoice to include insurance premium charges and all other charges for any Risk Purchasing Group service or service or offering selected by the Applicant and approved by the Administrator. Applicant further agrees that membership, including continuing membership, will not become active until all outstanding invoices are fully paid in the sole determination of the Administrator.
- Should any insurer pay a dividend, including profit or no/low claims bonus to the Risk Purchasing Group, this payment becomes fully earned property of the Risk Purchasing Group. The Administrator may allocate all, some, or none of these funds in its sole discretion.
- Indemnification and Hold Harmless.
Applicant shall indemnify, hold harmless and defend the Risk Purchasing Group, its Administrator, its controlling owner and its affiliates (hereafter collectively referred to as “Indemnified Person”), its directors, officers, employees, and agents against any and all liabilities, losses, claims, demands, damages, liabilities, and/or judgments, arising out of the Applicant’s membership in the Risk Purchasing Group.
- This Agreement is Subject to Change and may be modified. This Agreement may be amended, modified, or changed at any time at the sole discretion of the Risk Purchasing Group at the expiration and renewal of insurance coverage. The Administrator will provide the Applicant with information as to any change, amendment, or modification, and Applicant by renewing liability insurance is deemed to accept all changes as agreed upon.
- This Agreement Shall Not Be Assigned. Applicant agrees that its rights and obligations under this Agreement are not assignable nor transferable without the express prior written consent of the Risk Purchasing Group.
- No Waivers. Any failure, in whole or part, by the Risk Purchasing Group or Administrator to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition. No waiver of any breach or default of this Agreement shall be valid unless in writing and signed by the Administrator for the Risk Purchasing Group, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.
- Authorization to Receive Communication and Advertising. Applicant authorizes the Risk Purchasing Group, its Administrator, and its affiliates or representatives to send Applicant advertising information and other communication. Applicant further agrees that the Risk Purchasing Group shall have the right to disseminate to unrelated third parties the contact information of the Applicant for purposes of advertising and other communication purposes.
- Entire Agreement. This Agreement, together with any and all exhibits and attachments made part of this Agreement, constitute the entire agreement between the Parties and supersedes any and all prior agreements, whether written or not, of the Parties with respect to this subject matter.
- Headings and Terms of this Agreement are for Convenience Only. Section headings and titles in this Agreement are for convenience only. This Agreement must be read in its entirety to determine the rights, responsibilities, and obligations of all Parties.
- Costs and Attorneys’ Fees. Risk Purchasing Group shall have the right to payment from the Applicant for all attorneys’ fees and other costs and expenses incurred in enforcing this Agreement, in addition to any such other relief as the Risk Purchasing Group may recover in law or equity.
- How the Parties Receive Notices. Applicant agrees to receive communication, including notices under this Agreement as effective when delivered. Applicant authorizes the Risk Purchasing Group to communicate solely through electronic mail. Applicant shall be responsible for assuring its receipt of such electronic mail is uninterrupted by Applicant’s electronic systems or services, including, but not limited to, any “spam” filters used by Applicant’s systems or services. Applicant has a continuing duty to provide the Administrator with its preferred valid electronic mail address for acceptance of notices and communications pursuant to this Agreement, and Applicant warrants to the Risk Purchasing Group that notice and communication solely through electronic mail is deemed received once sent by the Risk Purchasing Group. No other verification is required by the Administrator. The Parties agree to provide a valid email address for receipt for Notice to the other Party. All Parties may ask for confirmation of receipt of a notice from any other Party to this Agreement, to which the other party will reply. In addition, notice of changes to this Agreement or the Fee Schedule by Risk Purchasing Group shall be deemed effective when posted on the Risk Purchasing Group’s website. Applicant shall be responsible to check such website regularly in order to be aware of such changes and Applicant’s continued participation in the Risk Purchasing Group as a member as set forth herein shall be deemed acceptance of, and agreement to, such changes.
- Arbitration, Governing Law and Forum Choice. Except for actions to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted exclusively to and finally resolved by arbitration under the Nevada Arbitration Rules then in effect which shall apply as if the parties were litigants in a case brought in state court in Nevada. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties, or if they cannot so agree, in accordance with the Nevada Arbitration Rules. If those Rules does not provide a mechanism for the selection of an Arbitrator in such circumstances, a party may bring a declaratory judgment action in a court in the State of Nevada for the sole purpose of appointing an arbitrator and subsequently enforcing any arbitration award. The arbitration shall take place in Reno, Nevada and may be conducted by telephone or online. The arbitrator shall apply the laws of the State of Nevada to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and such finding may be entered in a court of competent jurisdiction for enforcement. Should either party file an action contrary to this provision, the other party may recover attorney’s fees and costs. This Agreement shall be governed by and construed in accordance with the laws of State of Nevada without reference to its choice of law rules. The Parties agree that the venue for resolution of any dispute or controversy which as a matter of law cannot be arbitrated between the parties, or an action to obtain an enforceable judgment in connection with any arbitration award, shall only be commenced and heard in a court of general jurisdiction in Washoe County for the State of Nevada applying Nevada law, though subsequent actions to collect on such a judgment may be commenced in any court of competent jurisdiction over the parties. All Parties agree to and irrevocably submit to the exclusive jurisdiction of the courts in the state of Nevada t for any action or proceeding in any action involving a claim which as a matter of law cannot be arbitrated or which involves reducing an arbitration award to an enforceable judgment.
- There are no Third-Party Benefits to this Agreement. This Agreement, and any and all provisions of this Agreement are intended solely for the benefit of the Parties and are not intended, nor shall be construed to confer any right or benefit to any other person.
- Severability. If any provision of this Agreement is declared void, illegal, or in any way unenforceable, the remainder of this Agreement shall remain and continue in full force and effect as if any provision is declared void, illegal, or unenforceable were not contained in the Agreement.
- Further Assurance. All Parties to this Agreement agree to use their best efforts to execute and deliver all documents and to perform further to take any and further steps that may be reasonably necessary to carry out the provisions of this Agreement and the transactions contemplated in this Agreement.
- This Agreement may be signed in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one Agreement.
- Survival of Rights and Remedies under this Agreement. All rights and remedies of any Party to this Agreement occasioned by the failure of the other Party to fulfill any of its obligations under this Agreement, and the indemnification, hold harmless, and limitation of liability provisions of this Agreement shall survive termination of this Agreement and shall continue in full force and effect.
- Execution. Applicant shall be bound by the terms of this agreement by clicking the “I agree” button or checkbox on the online registration page maintained in connection with membership in InsuraGuest Risk Purchasing Group, LLC. InsuraGuest Risk Purchasing Group, LLC shall be bound by these terms upon its acceptance of Applicant as a member, which it shall do by notice of acceptance consistent with the terms of the agreement, the date of which notice shall be the effective date of this agreement.